---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
For the fiscal year ended December 31, 2010

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the transition period from ______________ to
______________

Commission file number 333-141131

MABCURE INC.(Exact name of Registrant as specified in its charter)

|Nevada                                   | 20-4907813                          
|---------------------------------------- | ------------------------------------
|(State or other jurisdiction of          | (I.R.S. Employer Identification No.)
|incorporation or organization)           |                                     
|                                         |                                     
|760 Parkside Avenue #208                 |                                     
|Brooklyn, New York                       | 11226                               
|(Address of principal executive offices) | (Zip Code)                          

(914) 595-6342(Registrants telephone number,
including area code)

Securities registered pursuant to Section 12(b) of the Act:

|N/A                 | N/A                                      
|------------------- | -----------------------------------------
|Title of each class | Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act:

Shares of Common Stock, $0.001 par valueTitle
of Class

Indicate by check mark if the Registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
[   ]     No [X]

Indicate by check mark if the Registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes
[   ]     No [X]

---

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]     No
[   ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of Registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[X]

Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [  
]           Accelerated filer
[   ]          
Non-accelerated filer [  
]           Smaller reporting
company [X]

Indicate by check mark whether the Registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes [  
]     No [X]

The aggregate market value of voting and non-voting common
equity held by non-affiliates was $9,595,071 based upon 30,951,841 shares held
by non-affiliates and a closing market price of $0.31 per share on June 30,
2010.

As of March 31, 2011, there were 62,999,841 shares of common
stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Exhibits incorporated by reference are referred to in Part IV.

---

TABLE OF CONTENTS

|                |                                                                                                                          | Page
|--------------- | ------------------------------------------------------------------------------------------------------------------------ | ----
|FORM
      10-K |                                                                                                                          | 1   
|PART
      I    |                                                                                                                          | 3   
|ITEM
      1.   | BUSINESS                                                                                                                 | 3   
|ITEM
      2.   | PROPERTIES                                                                                                               | 11  
|ITEM
      3.   | LEGAL
      PROCEEDINGS                                                                                                  | 11  
|ITEM
      4.   | (REMOVED
      AND RESERVED)                                                                                             | 12  
|PART
      II   |                                                                                                                          | 12  
|ITEM
      5.   | MARKET
      FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES | 12  
|ITEM
      6.   | SELECTED
      FINANCIAL DATA                                                                                            | 13  
|ITEM
      7.   | MANAGEMENTS
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                              | 14  
|ITEM
      8.   | FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA                                                                        | F-1 
|ITEM
      9A.  | CONTROLS
      AND PROCEDURES                                                                                            | 19  
|ITEM
      9B.  | OTHER
      INFORMATION                                                                                                  | 20  
|PART
      III  |                                                                                                                          | 21  
|ITEM
      10.  | DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                             | 21  
|ITEM
      11.  | EXECUTIVE
      COMPENSATION                                                                                             | 24  
|ITEM
      12.  | SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS               | 26  
|ITEM
      13.  | CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.                                         | 27  
|ITEM
      14.  | PRINCIPAL
      ACCOUNTING FEES AND SERVICES                                                                             | 28  
|PART
      IV   |                                                                                                                          | 30  
|ITEM
      15.  | EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES                                                                            | 30  
|SIGNATURES      |                                                                                                                          | 32  

1

---

Forward-Looking Statements

This Annual Report contains forward-looking statements within
the meaning of Section 27A of the Securities Actof 1933, as amended (the
Securities Act) and Section 21E of the Securities Exchange Act of 1934,
as amended (the Exchange Act). These forward-looking statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as may, should,
expects, plans, anticipates, believes, estimates, predicts,
potential, or continue or the negative of these terms or other comparable
terminology. These forward-looking statements are only predictions and involve
known and unknown risks, uncertainties and other factors, including the risks
set out in the section hereof entitled Risk Factors and the risks set out
below, any of which may cause our or our industrys actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.

These risks include, by way of example and not in limitation:

- risks related to our ability to continue as a going concern;
- the uncertainty of profitability based upon our history of losses;
- risks related to failure to obtain adequate financing on a timely basis
  and on acceptable terms for our planned development projects;
- risks related to our ability to acquire blood samples for the development
  and testing of our products;
- risks related to our ability to continue to fund research and development
  costs;
- risks related to conducting business internationally due to our operations
  in Belgium;
- risks related to receiving approvals from the United States Food and Drug
  Administration (the FDA) to market our products;
- risks related to our ability to successfully develop our technology into
  commercial products,
- risks related to our ability to successfully prosecute and protect our
  intellectual property;
- risks related to environmental, health and safety rules and regulations;
- risks related to tax assessments;
- risks related to the impact of any healthcare reform legislation; and
- other risks and uncertainties related to our prospects, properties, and
  business strategy.

The above list is not an exhaustive list of the factors that
may affect any of our forward-looking statements. These and other risks
described in this Annual Report should be considered carefully and readers
should not place undue reliance on our forward-looking statements.

Forward-looking statements are made based on managements
beliefs, estimates and opinions on the date the forward-looking statements are
made, and we undertake no obligation to update forward-looking statements should
these beliefs, estimates, and opinions or other circumstances change. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance,
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these forward-looking statements to actual results.

Our consolidated financial statements are stated in United
States dollars (US$) and are prepared in accordance with United States
generally accepted accounting principles (GAAP).

In this Annual Report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to "common
stock" refer to the shares of our common stock.

As used in this Annual Report, the terms "we," "us," "our,"
"MabCure," and Issuer mean MabCure Inc., and its consolidated subsidiary,
unless the context clearly requires otherwise.

2

---

PART I

ITEM
1.           BUSINESS

Formation and year of organization

We were incorporated on May 8, 2006, in the State of Nevada
under the name Smartec Holdings, Inc. Our authorized capital at formation
consisted of 75,000,000 shares of our common stock (the Common Shares) with a
par value of $0.001 per common share.

Effective November 26, 2007, we filed a certificate of change
increasing our authorized capital from 75,000,000 common shares with a par value
of $0.001 per common share to 1,500,000,000 common shares with a par value of
$0.001 per common share. On that date, we also effected a forward stock split on
a twenty-to-one basis.

On January 22, 2008, we changed our name from Smartec
Holdings, Inc. to MabCure Inc. following the merger with our wholly-owned
subsidiary, MabCure, Inc.

On October 30, 2008, we established MabCure, N.V., a
wholly-owned subsidiary in Belgium. The Belgian subsidiary was established in
order to accelerate the development and commercialization of MabCures
proprietary products for the early detection of cancer with specific antibodies
and for the creation of highly specific therapeutics (antibodies and novel
drugs) against cancer.

Our principal executive offices are located in New York at the
following address: 760 Parkside Avenue #208, Brooklyn, New York 11226. Our
telephone number is (914) 595-6342.

Our common shares are traded on the over-the-counter market and
quoted on the over-the-counter bulletin board (the OTCBB) under the
symbol MBCI. On March 31, 2011, the closing price for our common shares as
reported on the OTCBB was $0.35 per share.

Bankruptcy, Receivership or Similar Proceeding

We have never declared bankruptcy, have never been in
receivership, and have never been involved in any legal actions or proceedings.

Purchase of Assets

On January 10, 2008, we entered into an asset purchase
agreement with Indigoleaf Associates Ltd. (Indigoleaf), and Dr. Amnon Gonenne,
pursuant to which we agreed to purchase all of Indigoleafs interest and rights
to a proprietary technology for the rapid and efficient generation of monoclonal
antibodies against desired antigens such as cancer markers, including, but not
limited to, the know-how, secrets, inventions, practices, methods, knowledge and
data owned by Indigoleaf. We purchased this proprietary technology pursuant to
an intellectual property transfer agreement and consummated the other
transactions contemplated by the asset purchase agreement on July 7, 2008.
Pursuant to the asset purchase agreement, as amended on April 2, 2009, we issued
25,638,400 shares of our common stock to Indigoleaf in consideration for the
purchase of Indigoleafs proprietary technology, and agreed to
issue 6,409,600 shares of common stock to Dr. Gonenne in consideration for
being one of the founders of the Companys cancer therapy and detection
business. The shares issued were valued at $16,000,000. The shares issued to Dr. Gonenne were described in error in the asset
purchase agreement as having been issued to Dr. Gonenne in consideration for
future services that Dr. Gonenne agreed to provide to us, and this error has
been corrected in the April 2, 2009 amendment.

On June 27, 2008, pursuant to the asset purchase agreement, we
closed a private placement consisting of 1,300,000 units of our securities at a
price of $1.00 per unit, for aggregate proceeds of $1,300,000. Each unit
consists of: (i) one common share; (ii) one non-transferable share purchase
warrant entitling the holder thereof to purchase one share of common stock for a
period of 12 months commencing from the closing of the asset purchase agreement,
at

3

---

an exercise price of $1.25 per common share; and (iii) one
non-transferable share purchase warrant entitling the holder thereof to purchase
one share of common stock for a period of 24 months commencing from the closing
of the asset purchase agreement, at an exercise price of $1.25 per common share
(Two-Year Warrants). The terms of the Two-Year Warrants were subsequently
amended as discussed further below.

On April 2, 2009, we entered into an amendment to the asset
purchase agreement dated January 10, 2008, whereby the parties specified their
original intention that the 6,409,600 shares of our common stock that were
issued to Dr. Gonenne were, in fact, issued to Dr. Gonenne as founders shares
as consideration for being one of the founders of our cancer therapy and
detection business. Pursuant to the amendment to the asset purchase agreement,
up to 75 percent of the shares issued to Dr. Gonenne, i.e., up to 4,807,200
shares of our common stock were subject to a lapsing repurchase right by us in
the event Dr. Gonennes employment agreement with the Company had been
terminated within 18 months from July 7, 2008. All of the 4,807,200 shares of
common stock issued to Dr. Gonenne that had been subject to the lapsing
repurchase right have been released from the lapsing repurchase right and are no
longer subject thereto.

The purchase of intellectual property  was
accounted for under ASC Topic 350. The value of the intellectual property
acquired on July 7, 2008 was calculated based on the June 27, 2008 private
placement transaction discounted by a factor to reflect the fact that the issued
stock was restricted and escrowed for an extended period of time under the
agreement. This value amounted to $16,000,000 for the shares issued
 and was recorded by us as an intangible asset, intellectual
property in the accompanying consolidated balance sheets as of December 31,
2010 and 2009. We believe that there are no legal, regulatory, contractual,
competitive, or economic factors that limit the useful life of this intangible
asset. Consequently, we consider the useful life of this asset to be indefinite.
As such, we have recorded no amortization expense. In accordance with ASC Topic
350, we perform, at least annually, impairment testing in the last quarter of
the year.

2009 marked the beginning of our research and development
activities. In 2010, using the proprietary technology that we purchased in 2008,
we concentrated on expanding our library of highly specific monoclonal
antibodies (MAbs) against a number of different cancers. In addition, we
optimized our production capability to be able to prepare sufficient quantities
of MAbs for the planned clinical trials. Our main focus during the year 2010 was
ovarian cancer research. Beyond our lab activities, we created new relationships
and collaborations with European medical centers to lead our clinical
trials.

Recent Corporate Developments

On January 18, 2011, we entered into an investment agreement
with Centurion Private Equity, LLC, an affiliate of Roswell Capital Partners,
for the provision of an equity funding facility of up to the amount of $10
million. Concurrently, we issued to Centurion a senior secured convertible
debenture in the amount of $100,000.

In December 2010, we received an unsecured loan in the amount
of $75,000 from existing shareholders, bearing interest at rate of 10% per annum
and payable upon demand.

On December 2, 2010, we appointed Dr. Charles T. Tackney as our
new Chief Scientific Officer, following Dr. Elisha Orrs departure, as described
below. Dr. Tackney is a scientific and business leader with diverse experience
in clinical medicine and new technology development, spanning the areas of
molecular biology, biotechnology and diagnostics.

On November 30, 2010, each of Dr. Elisha Orr and Mr. Itzik
Zivan resigned from our Board of Directors. The notices of resignation sent by
Dr. Orr and Mr. Zivan did not state the reasons for their respective
resignations from our Board of Directors, but we believe that both resignations
from the Board of Directors are related to a difference of opinion with our
other Directors and management, as previously disclosed in our Form 8-K dated
December 2, 2010. Following Dr. Orrs resignation from the Board, on December 2,
2010 our subsidiary, MabCure N.V., terminated its Management Services Agreement
with Dr. Orr, pursuant to which Dr. Orr served as our Chief Scientific Officer.
In addition, the Board of Directors of the Company terminated Dr. Orr from his
position as our Executive Vice President.

4

---

In the third quarter of 2010, the Thai National Cancer
Institute joined our ongoing study at Mahidol University that we started in
January 2010 pursuant to a research agreement signed in December 2009 with
Ramathibodi Hospital, Mahidol University, in Bangkok, Thailand. Mahidol
University is one of the oldest and most prestigious universities in Thailand,
and is internationally known and recognized for the high caliber of research and
teaching by its faculty.

In October 2010, we signed a collaboration agreement with
Catholic University, K.U. Leuven and University Hospital, UZ Leuven, Belgium,
together comprising one of the largest and most reputable medical centers in
Europe. The collaboration is aimed at expanding our diagnostic database in order
to pave the way to multi-center clinical studies in Europe and the United
States. This collaboration follows our joint study with Professor Ignace
Vergote, a world renowned authority on ovarian cancer, which provided a proof of
concept for the ability of our antibodies to distinguish between ovarian cancer
and benign tumors, as discussed above.

On July 27, 2010, we announced the results of a confirmatory
study which demonstrated the ability of our proprietary monoclonal antibodies
(MAbs) to successfully identify ovarian cancer in blood with 94 percent accuracy
and with no false positives or cross-reactions with benign ovarian tumors or
healthy blood. The results were from a blinded study we conducted of several of
our ovarian cancer MAbs against 54 different blood samples, in collaboration
with Prof. Ignace Vergote, Chairman, Department of Gynecological Oncology at UZ
Hospital in Leuven, Belgium. The samples were comprised of 17 patients with
advanced ovarian cancer, 5 patients with benign tumors of the ovaries, 24
healthy young females and 8 males. The results of our study showed that three of
our MAbs correctly diagnosed 16 of the 17 ovarian cancers, with a diagnostic
sensitivity of 94 percent and 100 percent correct diagnosis of the benign
tumors. This study confirms findings from an earlier proof of concept study
which demonstrated the ability of our antibodies to detect low levels of ovarian
cancer-specific antigens in the blood of patients. Namely, a number of patients
who were judged to be in clinical remission, following surgery and chemotherapy,
were found to still have residual disease by our MAbs. All of these patients had
baseline levels of CA-125, the standard ovarian cancer marker in blood,
suggesting that our MAbs serum marker test may be effective in detecting
early-stage disease when the level of circulating cancer antigens in the blood
is presumably low.

At the end of July 2010, following the positive results from
our confirmatory study, we filed a provisional patent application for our
ovarian cancer diagnostic antibodies with the U.S. Patent and Trademark Office.

On March 5, 2010, we closed an offshore private placement
consisting of 1,000,000 units of our securities at a price of $0.50 per unit,
for aggregate proceeds of $500,000. Each unit consists of: (i) one common share;
(ii) one non-transferable share purchase warrant entitling the holder thereof to
purchase one share of common stock for a period of 24 months commencing from the
closing of the private placement agreement, at an exercise price of $0.60 per
common share; and (iii) one non-transferable share purchase warrant entitling
the holder thereof to purchase one share of common stock for a period of 24
months commencing from the closing of the private placement agreement, at an
exercise price of $0.70 per common share.

On March 5, 2010, we entered into a conversion agreement (the
Conversion Agreement) with Chrysler Enterprises, Ltd., pursuant to which the
$500,000 loan provided to us in September 2009 and all accrued interest were
converted into equity securities of the Company. In accordance with the
Conversion Agreement, as full repayment of the Loan and all accrued interest, we
issued to Chrysler 1,000,000 Units, with each Unit consisting of: (i) one share
of the common stock of the Registrant; (ii) one non-transferable common stock
purchase warrant entitling Chrysler to purchase one share of common stock until
February 16, 2012, at a price per share of $0.60; and (iii) one non-transferable
common stock purchase warrant entitling Chrysler to purchase one share of common
stock until February 16, 2012, at a price per share of $0.70.

During the year 2011, we plan to expand our clinical program to
include additional centers in Europe and the United States, and to launch a
clinical study of prostate cancer diagnosis with our MAbs.

5

---

Business of Issuer

Principal Products and Markets

We are a development stage company originally in the business
of developing a detergent for removing pesticides from fruits and vegetables.
Because we were unsuccessful in implementing our business plan, we considered
various alternatives to ensure viability and solvency. We are currently in the
business of developing and commercializing our proprietary antibody technology
for the early detection of cancer and for the creation of highly specific
therapeutics (antibodies and novel drugs) against cancer.

We entered the business of early detection of cancer through
an asset purchase agreement dated January 10, 2008, with Indigoleaf and Dr.
Amnon Gonenne, pursuant to which we agreed to purchase all of Indigoleafs
interest and rights to a proprietary technology for the rapid and efficient
generation of monoclonal antibodies against desired antigens such as cancer
markers, including, but not limited to, the know-how, secrets, inventions,
practices, methods, knowledge and data owned by Indigoleaf. We purchased this
proprietary technology pursuant to an intellectual property transfer agreement
and consummated the other transactions contemplated by the asset purchase
agreement on July 7, 2008.

Distribution Methods of the Products

At present, we are conducting research and development using
our proprietary antibody technology for the early detection of cancer and for
the creation of highly specific therapeutics (antibodies and novel drugs)
against cancer. As such, our products are currently not ready for distribution.

Status of any Publicly Announced New Product

At present, we have not publicly announced any new products but
we intend to continue with the research and development of our technology.

Competitive Business Conditions and our Competitive Position
  in the Industry and Methods of Competition

We are not aware of any FDA-approved blood tests which compete
with our two leading Monoclonal Antibody (MAb") products for the diagnosis of
ovarian and prostate cancers, or with our planned MAbs for colorectal cancer.

There may be companies attempting to develop genomics
(DNA-based) or proteomics (protein-pattern based) diagnostic tests for cancer.
We believe that these statistical-pattern-based tests are inherently susceptible
to errors, are time consuming, need technical expertise for both performance and
analyses, and are relatively expensive. Hence, our anti-ovarian cancer test may
have a clear advantage since it is expected to be highly specific, fast, and
simple, and should be competitive in price.

Sources and Availability of Raw Materials and the Names
of Our Principal Suppliers

We are currently in the research and development stage, and
thus have no suppliers of raw materials. As we conduct our research and
development, we use blood samples that contain various types of cancers at
various stages of the cancers evolvement. We obtain these blood samples from
hospitals and research institutions throughout Europe and the Far East. We rely
on these blood samples in order to effectively conduct our research. Should we
be unable to obtain blood samples that contain the specific cancer we are
researching, it may cause a delay in our research.

Dependence on one or a few Major Customers

At present, we are in the development stage by conducting
research and development and, as such, have no customers. We will likely plan
and initiate sales strategies once our product is fully developed.

6

---

Intellectual Property

At present, we do not own, either legally or beneficially, any
patents, registered trademarks, licenses, franchises, or concessions.

In July 2010, we filed a provisional patent application for our
ovarian cancer diagnostic antibodies with the U.S. Patent and Trademark Office.
The filing was based on positive results of a recent study which showed that our
tumor-specific monoclonal antibodies (MAbs) successfully identified ovarian
cancer in blood (94 percent) and distinguished it from benign tumors of the
ovaries or healthy blood obtained from men and women. The patent application
covers a panel of MAbs, each of which is capable of diagnosing ovarian cancer,
and several that can correctly distinguish between ovarian cancer and benign
tumors.

During 2008, we acquired a proprietary platform technology for
the rapid and efficient generation of monoclonal antibodies against desired
antigens such as cancer markers. This technology is based on an improvement of
the non-proprietary, classic hybridoma technology for the production of
antibodies in animals. Using our proprietary technology, we are able to generate
highly specific monoclonal antibodies (MAbs). While the technology is novel and
patentable, we have as of yet not filed any patents relating to the technology,
because enforcing patent protection may be difficult since the products (MAbs)
created by the technology have no "finger prints" that could link them to our
technology. Our Chief Executive Officer and our Chief Scientific Officer each
have an encrypted copy of our proprietary operating procedures for the
production of hybridomas against cancer. In addition, an identical encrypted
copy is kept by our corporate attorney.

We plan to file for patents in 2011 for additional
cancer-specific antibodies and newly discovered antigens (i.e. novel cancer
markers).

Refer to Note 3 to the Consolidated Financial Statements
entitled, Purchase of Intellectual Property and Stock Issuance to Founder for
further discussion on the purchase of our proprietary technology.

Governmental Approval

We are subject to the laws and regulations of those
jurisdictions in which we plan to license our technology. In the United States,
we will be required to obtain regulatory approval for our products from the Food
and Drug Administration (FDA), and in Europe we will be required to obtain the
Conformité Européene (CE mark).

Effect of Existing or Probable Governmental Regulations
  on the Business

Our research and development activities and the manufacturing
and marketing of our proposed MAb products are subject to the laws and
regulations of governmental authorities in the United States and any other
countries in which our products are ultimately marketed. In the United States,
the Food and Drug Administration (FDA), among other activities, regulates new
product approvals to establish the safety and efficacy of the types of products
and technologies our Company is currently developing. Governments in other
countries have similar requirements for testing and marketing.

Regulation by governmental authorities in the United States and
foreign countries is a significant factor in the development, manufacture, and
marketing of our proposed MAb products and in our ongoing research and
development activities.

The products and technologies that we are currently researching
and developing will require regulatory approval by governmental agencies prior
to commercialization. Various federal statutes and regulations also govern or
influence the testing, manufacturing, safety, labeling, storage, record keeping,
and marketing of related products. The process of obtaining these approvals and
the subsequent compliance with applicable statutes and regulations require the
expenditure of substantial time and financial resources. Any failure by us or
our collaborators,

7

---

licensors, or licensees to obtain, or any delay in obtaining
regulatory approval, could have a material adverse effect on our business.

Research and Development Expenditures

During the years ended December 31, 2010 and 2009, we incurred
$352,030 and $402,657, respectively, in research and development expenditures,
which included salaries and wages for our scientists.

Employees

As of December 31, 2010, we had four employees on a full-time
basis; MabCure is managed by Dr. Amnon Gonenne, our President and Chief
Executive Officer; Dr. Charles T. Tackney, our Chief Scientific Officer; and Mr.
Ron Kalfus, our Chief Financial Officer.

Risk Factors related to our Business

We have no operating history and have maintained losses
since inception, which we expect to continue into the future.

We were incorporated on May 8, 2006, and have limited
operations. We have not realized any revenues to date. Our products are under
development and will not be ready for commercial sale until we have completed
development, conducted clinical trials, and received all regulatory approvals.
We have no operating history upon which an evaluation of our future success or
failure can be made. Our net loss from inception to December 31, 2010 is
$3,243,125. Based upon our proposed plans, we expect to incur operating losses
in future periods. This will happen because there are substantial costs and
expenses associated with the development and commercialization of our proposed
products. We may fail to generate revenues in the future. Failure to generate
revenues will cause us to either change our line of business or to go out of
business because we will not have the money to pay our ongoing expenses.

Our independent auditors report states that there is a
substantial doubt that we will be able to continue as a going concern.

Our independent registered public accounting firm, Rotenberg
Meril Solomon Bertiger & Guttilla, P.C., state in their audit report, dated
April 14, 2011, included with this Annual Report, that since we are a
development stage company, have no established source of revenue, and are
dependent on our ability to raise capital from shareholders or other sources to
sustain operations, there is a substantial doubt that we will be able to
continue as a going concern.

We will, in all likelihood, continue to incur expenses without
generating significant revenues into the foreseeable future, at least until we
complete development of our products and commence their commercialization. Our
only source of funds to date has been the sale of our common stock. Because we
cannot ensure that we will be able to generate interest in our products or that
we will be able to generate any significant revenues or income, the
identification of new sources of equity financing will be difficult. If we are
successful in closing on any new financing, existing investors will experience
substantial dilution. Our ability to obtain debt financing is also severely
impacted by our financial condition, and likely not even feasible, given that we
do not have revenues or profits to pay interest or repay principal.

As a result, if we are unable to obtain additional financing at
this stage in our operations, our business will fail and our stockholders may
lose some or all of their investment in our common stock.

8

---

Our inability to complete our product development
activities successfully may severely limit our ability to operate and finance
operations.

Commercialization of our technology will require significant
  additional research and development as well as substantial clinical trials.
  We believe that Europe and the United States will be the principal markets for
  our technology, although we may elect to expand into other regions. We may not
  be able to successfully complete development of our technology, or successfully
  market our technology. Our research and development programs may not be successful.
  Our technology may not prove to be safe and efficacious in clinical trials,
  and we may not obtain the necessary regulatory approvals for our technology.
  Whether or not any of these events occur, we may not have adequate resources
  to continue operations for the period required to resolve any issues delaying
  commercialization, and we may not be able to raise capital to finance our continued
  operation during the period required for resolution of these issues.

If we are not able to adequately protect our proprietary
technology, our Company will suffer a material adverse effect.

Our ability to compete successfully and achieve any revenue
will depend, in part, on our ability to protect our proprietary technology and
operate without infringing upon the rights of others. In addition, the departure
of any of our management or any significant technical personnel or consultants
we hire or retain in the future, the breach of their confidentiality and
non-disclosure obligations, or the failure to achieve our intellectual property
objectives may have a material adverse effect on our business, financial
condition, and results of operations. We believe our success depends upon the
knowledge and experience of our management and our ability to commercialize our
existing technology and to develop new technologies.

We may not be able to successfully protect our proprietary
technology, and our proprietary technology may otherwise become known, or
similar technology may be independently developed by competitors. While we
believe that we have adequately protected our proprietary technology, and we
intend to take all appropriate and reasonable legal measures to protect it in
the future, the use of our technology by a competitor could have a material
adverse effect on our business, financial condition, and results of operations.
In addition, competitors may discover novel uses, develop similar or more
marketable technologies, or offer services similar to those offered by our
Company at lower prices. If we are unsuccessful in addressing the risks related
to protecting our proprietary technology, our business will most likely fail.

We may be subject to intellectual property infringement
litigation, which may be time-consuming and costly.

We may need to bring legal claims to enforce or protect our
intellectual property rights. Any litigation, whether successful or
unsuccessful, may result in substantial costs and a diversion of our Company's
resources. In addition, notwithstanding our rights to our intellectual property,
other persons may bring claims against us alleging that we have infringed on
their intellectual property rights or that our intellectual property rights are
not valid. Any claims against us, with or without merit, could be time consuming
and costly to defend or litigate, divert our attention and resources, result in
the loss of goodwill associated with our business, or require us to make changes
to our technology.

Clinical trials are expensive, time consuming, and
difficult to design and implement, and it is unclear whether the results of such
clinical trials will be favorable.

We commenced clinical trials of our proposed products in
January 2010. Clinical trials will be expensive and may be difficult to
implement due to the number of patients and testing sites that may be required,
and could be subject to delay or failure at any stage of the trials. We expect
our current funding will be sufficient only to enable us to continue our
operations as currently planned until approximately the second quarter of 2011.
Accordingly, we will require additional funds to conduct additional clinical
trials, obtain the necessary FDA approvals, and market our products. Any delay
or failure of, or adverse results from, clinical trials will likely require us
to obtain even further funding in order to address such delays or failures, or
to refocus our efforts on other product candidates, and such delay, failure, or
adverse results could make it much more difficult or expensive for us to obtain
funding. Similarly, human clinical trials for our products will be expensive and
difficult to design and implement in part because they

9

---

will be subject to rigorous regulatory requirements. The
clinical trial process is also time-consuming. We estimate that clinical trials
of our proposed products will take at least several years to complete once
initiated. Furthermore, we may encounter problems that could cause us to abandon
or repeat clinical trials, further delaying or preventing the completion of such
trials.

The results of our clinical trials may not support our
product claims.

Even if our clinical trials are completed as planned, we cannot
be certain that their results will support our product claims. Even if
pre-clinical testing and early clinical trials for a product are successful,
this does not ensure that later clinical trials will be successful, and we
cannot be sure that the results of later clinical trials will replicate the
results of prior clinical trials and pre-clinical testing or meet our
expectations. The clinical trial process may fail to demonstrate that our
products are safe for humans or effective for indicated uses. Any such failure
would likely cause us to abandon the product and may delay development of other
product candidates.

Our products are subject to government regulations and
approvals which may delay or prevent the marketing of potential products and
impose costly procedures upon our activities.

The FDA and comparable agencies in state and local
jurisdictions and in foreign countries impose substantial requirements upon
pre-clinical and clinical testing, manufacturing and marketing of pharmaceutical
and biotechnology products. Lengthy and detailed pre-clinical and clinical
testing, validation of manufacturing and quality control processes, and other
costly and time-consuming procedures are required. Satisfaction of these
requirements typically takes several years and the time needed to satisfy them
may vary substantially, based on the type, complexity, and novelty of the
pharmaceutical product. The effect of government regulation may be to delay or
to prevent marketing of potential products for a considerable period of time and
to impose costly procedures upon our activities. The FDA or any other regulatory
agency may not grant approval on a timely basis, or at all, for any product we
develop. Success in pre-clinical or early stage clinical trials does not assure
success in later stage clinical trials. Data obtained from pre-clinical and
clinical activities are susceptible to varying interpretations that could delay,
limit, or prevent regulatory approval. If regulatory approval of a product is
granted, such approval may impose limitations on the indicated uses for which a
product may be marketed. Further, even after we have obtained regulatory
approval, later discovery of previously unknown problems with a product may
result in restrictions on the product, including withdrawal of the product from
the market. Delay in obtaining or failure to obtain regulatory approvals would
make it difficult or impossible to market our products and would harm our
business.

We may require additional funding, and our future access
to capital is uncertain. Insufficient funds may limit our ability to develop and
commercialize new products, services, and technologies.

Our business can change unpredictably due to a variety of
factors, including competition, regulation, legal proceedings, or other events,
which could impact our funding needs or our cash flow from operations or
increase our required capital expenditures. In addition, our estimates of the
funds necessary to develop and commercialize our MAbs for the early detection of
cancer with specific antibodies and for the creation of highly specific
therapeutics (antibodies and novel drugs) against cancer or other diagnostic
testing products or services may be inaccurate or we may acquire products or
other assets in the future, in each case which could require additional funds.
Furthermore, we may seek additional capital due to favorable market conditions
or strategic considerations even if we believe we have sufficient funds for our
current or future operating plans. We may seek the additional capital through
public or private equity offerings, debt financings, and collaborative and
licensing arrangements. To the extent that we raise additional capital through
the sale of equity or convertible debt securities, your ownership interest may
be diluted and the terms may include liquidation or other preferences or rights
that adversely affect your rights as a stockholder. Debt financing, if
available, may involve agreements that include covenants limiting or restricting
our ability to take specific actions such as incurring additional debt, making
capital expenditures, or declaring dividends. If we raise additional funds
through collaboration and licensing arrangements with third parties, we may have
to relinquish valuable rights to our technologies or products, or grant licenses
on terms that are not favorable to us.

10

---

Adequate funds, whether through the financial markets or from
other sources, may not be available when we need them or on terms acceptable to
us. For example, the United States has recently experienced an economic
recession, the long-term impact of which cannot be predicted. Furthermore, as a
result of the recent volatility in domestic and international capital markets,
the cost and availability of credit has been and may continue to be adversely
affected as compared to its normal function. Concern about the stability of the
markets generally and the strength of counterparties specifically has led many
lenders and institutional investors to reduce, and in some cases, cease to
provide funding to borrowers. Insufficient funds could cause us to delay, scale
back, or choose not to develop and commercialize new products and technologies,
including diagnostic testing products and services.

Our principal shareholder has resigned from the Board and
has been terminated as Chief Scientific Officer.

Our principal shareholder, Indigoleaf Associates Ltd., a
company that is beneficially owned by Dr. Elisha Orr, currently holds
approximately 40.7% of our shares of common stock. On November 30, 2010, Dr. Orr
resigned from our Board of Directors. Although he did not state the reason for
his resignation from our Board of Directors, we believe that his resignation
from the Board of Directors was related to a difference of opinion with our
other Directors concerning (a) the composition of the Companys Board and
management going forward, (b) the location of the Companys laboratory
facilities, and (c) sources of financing for the Companys operations.
Furthermore, on December 2, 2010, our subsidiary, MabCure N.V., terminated, for
cause, its Management Services Agreement with Dr. Orr, pursuant to which Dr. Orr
had served as our Chief Scientific Officer.

Through his beneficial ownership of Indigoleaf Associates Ltd.
Dr. Orr retains approximately a 40.7% interest in our outstanding shares,
thereby having a significant say in all matters requiring stockholder approval.
It is possible that Dr. Orr will cause Indigoleaf Associates Ltd. to vote its
shares against any proposed management recommendation that requires shareholder
approval, which may lead to an inability on the part of our current management
and Board to pursue strategic growth, which, in turn, may have a material
adverse impact on shareholder value. In addition, Dr. Orr may initiate a contest
for control of the Company, which could distract our management from operations,
divert Company resources, and negatively impact the Companys financial
condition, profitability and prospects.

ITEM
2.PROPERTIES

Our Principal Executive Offices

Our principal executive offices had been located at De
Schiervellaan 3/B1, 3500 Hasselt, Belgium, which is also the residence of our
principal executive officer, Dr. Amnon Gonenne. As of April 1, 2011, we
relocated our principal executive offices to 760 Parkside Avenue #208, Brooklyn,
New York 11226. We believe that the condition of our property is satisfactory,
suitable, and adequate for our current needs.

ITEM
3.LEGAL
PROCEEDINGS

We know of no material, active or pending legal proceedings
against our Company, nor of any proceedings that a governmental authority is
contemplating against us.

We know of no material proceedings to which any of our
Directors, officers, affiliates, owner of record or beneficially of more than 5
percent of our voting securities or security holders is an adverse party or has
a material interest adverse to our interest.

On January 10, 2011, we received a letter from counsel to Dr.
Elisha Orr, our former Chief Scientific Officer, demanding payment of
approximately $160,000 for unpaid management services fees, including payment
for a three-month notice period, and for the reimbursement of certain expenses.
In our response to Dr. Orrs counsel, we have refuted the claims presented in
the letter primarily because Dr. Orr was dismissed for breach and therefore was
not entitled to three months notice, and because the Company fully reimbursed
Dr. Orr for all reimbursable

11

---

expenses. Upon Dr. Orrs return of certain Company property in
his possession, we intend to reconcile all amounts and pay Dr. Orr the amounts
that are owed to him, which include amounts related to unpaid salaries and
management service fees totaling $106,164 as of December 31, 2010, and which
have been recorded under accounts payable and accrued liabilities.

ITEM
4.           (REMOVED AND
RESERVED)

PART II

|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------------

Market Information

Our Common Shares are traded on the over-the-counter market and
quoted on the OTCBB under the symbol MBCI. On March 31, 2011, the closing
price for our common shares as reported on the OTCBB was $0.35.

The high and the low bid prices for our common shares are based
on inter-dealer prices, without retail mark-up, markdown, or commission, and may
not represent actual transactions.

The table below sets forth the range of high and low bid
information for our common shares as quoted on the OTCBB for each of the
quarters during the fiscal year ended December 31, 2010 and December 31,
2009:

For the Fiscal Year Ended December 31, 2010For the Quarter ended
      High
      LowMarch 31 
        June 30 
        September 30 
        December 31
      $0.75 
        $0.50 
        $0.80 
        $0.85
      $0.50 
        $0.25 
        $0.23 
        $0.42


For the Fiscal Year Ended December 31, 2009For the Quarter ended
      High
      LowMarch 31 
        June 30 
        September 30 
        December 31
      $1.00 
        $0.90 
        $1.50 
        $1.31
      $0.50 
        $0.50 
        $0.75 
        $0.51


Holders of our Common Shares

As of March 31, 2011, there were twelve registered stockholders
holding 62,999,841 common shares issued and outstanding.

Dividends

Since our inception, we have not declared nor paid any cash
dividends on our capital stock and we do not anticipate paying any cash
dividends in the foreseeable future. Our current policy is to retain any
earnings in order to finance our operations. Our Board of Directors will
determine future declarations and payments of dividends, if any, in light of the
then-current conditions it deems relevant and in accordance with applicable
corporate law.

12

---

There are no restrictions in our Articles of Incorporation or
Bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to
the distribution of the dividend:

- we would not be able to pay our debts as they become due in the usual
  course of business; or
- our total assets would be less than the sum of our total liabilities plus
  the amount that would be needed to satisfy the rights of stockholders who have
  preferential rights superior to those receiving the distribution.

Securities Authorized for Issuance under Equity Compensation
Plans

Our equity compensation plan administrator is authorized to
grant options to acquire, in aggregate, up to a total of 6,034,800 Common
shares.

Recent Sales of Unregistered Securities

During the fiscal year ended December 31, 2010, except as
included in our Quarterly Reports on Form 10-Q or in our Current Reports on Form
8-K, we have not sold any equity securities not registered under the Securities
Act.

Purchases of Equity Securities by the Issuer and Affiliated
Purchases

During each month within the fourth quarter of the fiscal year
ended December 31, 2010, neither we nor any affiliated purchaser, as that term
is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our
Common Shares or other securities.

ITEM 6.          
  SELECTED FINANCIAL DATA

Not applicable.

13

---

|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------------

The following Managements Discussion and Analysis of Financial
Condition and Results of Operations (MD&A) is intended to help you
understand our historical results of operations during the periods presented and
our financial condition. This MD&A should be read in conjunction with our
consolidated financial statements and the accompanying notes to consolidated
financial statements, and contains forward-looking statements that involve risks
and uncertainties. See section entitled Forward-Looking Statements above.

EXECUTIVE OVERVIEW

We were incorporated in the State of Nevada on May 8, 2006. We
are a development stage company with limited operations and no revenues from our
business operations. Our registered independent public accounting firm have
issued a going concern opinion for this Annual Report. This means that our
registered independent auditors believe there is substantial doubt that we can
continue as an on-going business for the next 12 months.

Since 2008, we have been in the business of developing and
commercializing our proprietary antibody technology for the early detection of
cancer and for the creation of highly specific therapeutics (antibodies and
novel drugs) against cancer.

In January 2011, we entered into an investment agreement with
Centurion Private Equity, LLC (the Investor), an affiliate of Roswell Capital
Partners, for the provision of an equity funding facility of up to the amount of
$10 million. Pursuant to the terms and conditions of the Investment Agreement,
we may sell newly issued shares of our common stock (the Put Shares) to the
Investor (each such sale, a Put) from time to time at a price equal to the
lesser of (i) 97% of the Market Price (as defined below) of our common stock
or (ii) the Market Price of our common stock minus $0.01, subject to certain
dollar and share volume limitations for each Put, until the earlier of (a) 24
months from the date our registration statement is declared effective, (b) 30
months from the date of the Investment Agreement, or (c) until all Puts under
the Investment Agreement have reached an aggregate gross sales price equal to
$10 million. The Investment Agreement provides that prior to exercising any Put
we must have a registration statement declared effective with respect to the Put
Shares.Market Price means the average of the three lowest daily volume
weighted average prices published daily by Bloomberg LP for our common stock
during the fifteen consecutive trading day period immediately following the date
specified by us on which we intend to exercise the applicable Put. As
consideration for the provision of the equity funding facility, we issued to the
Investor 465,224 commitment shares and 34,892 fee shares to cover the Investors
transaction fees.

Concurrent with the closing of the Investment Agreement, the
Investor purchased a $100,000 senior secured convertible debenture. The
debenture is due to mature on October 18, 2011 and bears interest at the rate of
8% per annum which is payable to the Investor at maturity. At the option of the
Investor, the debenture may be converted into shares of our common stock at any
time prior to maturity, at a price equal to the lesser of (i) a price equal to
90% of the Conversion Market Price (as defined below) on the date of the
initial issuance of the debenture or (ii) 90% of the Conversion Market Price of
our common stock on the applicable conversion date. Conversion Market Price
means the average of the three lowest daily volume weighted average prices
published daily by Bloomberg, LP for our common stock over the fifteen
consecutive trading day period immediately preceding the date in question. The
debenture includes a security interest on all of our assets that shall be
automatically released following the date that the shares issuable upon
conversion of the debenture can be resold without restriction under Rule 144,
and 15% of the aggregate volume accrues to the debenture amount.

In December 2010, we appointed Dr. Charles T. Tackney as our
new Chief Scientific Officer, replacing Dr. Elisha Orr. Dr. Tackney is a
scientific and business leader with diverse experience in clinical medicine and
new technology development, spanning the areas of molecular biology,
biotechnology and diagnostics. Since 2009, Dr. Tackney has served as the Chief
Scientific Officer at NeuroMark Genomics, Inc. Prior to that, he worked in
various positions for the Ortho Clinical Diagnostics unit of Johnson &
Johnson, including, Director of Diagnostic Biomarker Evaluation Group,
Scientific Director of Advanced Research & Technology Assessment World Wide,

14

---

and Director of Prion Research Group. Earlier in his career,
Dr. Tackney served as the Director of the Department of Molecular Biology at
ImClone Systems Inc., now a wholly-owned subsidiary of Eli Lilly

On July 27, 2010, we announced the results of a confirmatory
study which demonstrated the ability of our proprietary monoclonal antibodies
(MAbs) to successfully identify ovarian cancer in blood with 94 percent accuracy
and with no false positives or cross-reactions with benign ovarian tumors or
healthy blood.

The results were from a blinded study we conducted of several
of our ovarian cancer MAbs against 54 different blood samples, in collaboration
with Prof. Ignace Vergote, Chairman, Department of Gynecological Oncology at UZ
Hospital in Leuven, Belgium. The samples were comprised of 17 patients with
advanced ovarian cancer, 5 patients with benign tumors of the ovaries, 24
healthy young females and 8 males. The results of our study showed that three of
our MAbs correctly diagnosed 16 of the 17 ovarian cancers, with a diagnostic
sensitivity of 94 percent and 100 percent correct diagnosis of the benign
tumors.

This study confirms findings from an earlier proof of concept
study, which demonstrated the ability of our antibodies to detect low levels of
ovarian cancer-specific antigens in the blood of patients. Namely, a number of
patients who were judged to be in clinical remission, following surgery and
chemotherapy, were found to still have residual disease by our MAbs. All of
these patients had baseline levels of CA-125, the standard ovarian cancer marker
in blood, suggesting that our MAbs serum marker test may be effective in
detecting early-stage disease when the level of circulating cancer antigens in
the blood is presumably low.

Following these positive results, we filed a provisional patent
application for our ovarian cancer diagnostic antibodies with the U.S. Patent
and Trademark Office in July 2010.

On March 5, 2010, we closed a private placement consisting of
1,000,000 units of our securities at a price of $0.50 per unit, for aggregate
proceeds of $500,000. On the same day, we converted a $500,000 loan, provided to
us in September 2009, into 1,000,000 equity units consisting of common shares
and non-transferable share purchase warrants.

Over the next twelve months, we plan to:

- complete our Asian clinical study for the diagnosis of ovarian cancer;
- initiate additional anti-ovarian cancer multi-center clinical studies;
- initiate an anti-prostate cancer diagnosis clinical study;
- initiate the antigen identification program in order to identify and
  sequence those antigens, or cancer markers, which are recognized by our novel
  MAbs; and
- hire an additional scientist to assist in carrying out the tasks described
  above.

RESULTS OF OPERATIONS

For the years ended December 31, 2010 and December 31, 2009

We had no revenues for the period from May 8, 2006 (date of
inception) through December 31, 2010. Beginning January 2009, we commenced our
research and development activities with the proprietary antibody technology we
acquired for the early detection of cancer and for the creation of highly
specific therapeutics (antibodies and novel drugs) against cancer.

Research and development expenses were $352,030 for the year
ended December 31, 2010, compared to $402,657 for the year ended December 31,
2009. The decrease in research and development expenses was primarily due to a
reduction in payroll-related expenses compared to the same period for the
previous year. Research and development expenses primarily consist of salaries
and wages for our scientists.

General and administrative expenses were $667,390 for the year
ended December 31, 2010, compared to $967,860 for the year ended December 31,
2009. The decrease in general and administrative expenses was primarily due to a
reduction in stock-based compensation as well as a reduction in marketing and
public relations expenses. General

15

---

and administrative expenses primarily consist of salaries and
wages, stock-based compensation, and professional fees.

Our net loss for the year ended December 31, 2010, was
$1,225,802 or $0.02 per share compared to $1,382,960 or $0.02 per share for the
year ended December 31, 2009. The weighted average number of shares outstanding
was 62,054,520 for the year ended December 31, 2010, compared to 60,357,211 for
the year ended December 31, 2009.

LIQUIDITY AND CAPITAL RESOURCES

As outlined in the overview above, in January 2011, we entered
into an investment agreement with Centurion Private Equity, LLC, an affiliate of
Roswell Capital Partners, for the provision of an equity funding facility of up
to the amount of $10 million. Drawing funds from this facility is at our sole
discretion and will be based on our ongoing needs for capital. We will be able
to begin drawing funds from the facility once we have an effective registration
statement. At that point, the facility will be available for a period of two
years. During this two-year period we will be working towards securing
additional sources of capital.

However, until a registration statement relating to the equity
funding facility is in effect, we can give no assurance that we will be able to
obtain additional capital or that any additional capital that we are able to
obtain will be sufficient to meet our needs, which raises substantial doubt
about our ability to continue operating as a going concern. We do not have any
bank credit lines. In addition to the equity funding facility with Centurion, we
currently plan to attempt to obtain financing from additional investors through
third-party loans or convertible debentures. Furthermore, we may seek to obtain
funding through strategic alliances with larger pharmaceutical or biomedical
companies. We can give no assurances that we will be able to obtain any
additional funding from these sources, or that such funding will be available to
us on favorable terms.

Given the current pace of clinical development of our products,
and until a registration statement relating to the equity funding facility is in
effect, we estimate that we have sufficient cash on hand to fund clinical
development only through the second quarter of 2011. If we are unable to raise
additional capital or enter into strategic partnerships and/or license
agreements, we will be required to cease operations or curtail our desired
development activities, which will delay the development of our products.
Moreover, we will need additional financing after development of our products
until we can achieve profitability, if ever.

As of December 31, 2010

As of December 31, 2010, our current assets were $56,228 and
our current liabilities were $466,239, resulting in a negative working capital
of $410,011.

As of December 31, 2010, our total liabilities were $482,514
compared to total liabilities of $833,036 as of December 31, 2009. The decrease
in total liabilities as of December 31, 2010, compared to the year ended
December 31, 2009, was due primarily to the conversion in March 2010 of a
$500,000 bridge loan we obtained in September 2009 into equity securities, as
described below in the section entitled, Recent Private Placements.

Stockholders equity as of December 31, 2010 was $15,724,959,
compared to equity of $15,619,312 as of December 31, 2009. The increase in
stockholders equity is mainly a result of issuance of equity securities and
stock-based compensation partially offset by our net loss during the year. The
issuance of equity securities is described below in the section entitled,
Recent Private Placements.

For the year ended December 31, 2010, net cash used in
operating activities was $691,796 compared to net cash used in operating
activities of $1,033,593 for the year ended December 31, 2009. In both years,
cash used in operating activities was used to fund our losses for the respective
periods.

For the year ended December 31, 2010, net cash used in
investing activities was $13,988 and was mainly used for the purchase of
equipment for our laboratories.

16

---

Net cash flows from financing activities for the year ended
December 31, 2010 were $503,445, which resulted primarily from net proceeds of
$500,000 in connection with our March 2010 private placement. Net cash flows
from financing activities for the year ended December 31, 2009 was $491,151 and
which resulted primarily from a $500,000 loan received in September 2009.

Contractual Obligations

Our contractual obligations consist mainly of payments related
to capital and operating leases used in the operation of our business as well as
short-term debt. The following table summarizes our contractual obligations as
of December 31, 2010:

2011
    
    
    2012
      & 2013
    
    
    TotalOperating leases
    $
    25,125
    
    $
    4,519
    
    $
    29,644Capital lease obligations
    
    36,308
    
    
    16,275
    
    
    52,583Short-term debt
    
    133,258
    
    
    -
    
    
    133,258Total contractual obligations
    $
    194,691
    
    $
    20,794
    
    $
    215,485


Recent Private Placements

On January 18, 2011, we entered into an investment agreement
with Centurion Private Equity, LLC, an affiliate of Roswell Capital Partners,
for the provision of an equity funding facility of up to the amount of $10
million. Concurrently, we issued to Centurion a senior secured convertible
debenture in the amount of $100,000.

On March 5, 2010, we closed a private placement consisting of
1,000,000 units of our securities at a price of $0.50 per unit, for aggregate
proceeds of $500,000. Each unit consists of: (i) one common share; (ii) one
non-transferable share purchase warrant entitling the holder thereof to purchase
one share of common stock for a period of 24 months commencing from the closing
of the private placement agreement, at an exercise price of $0.60 per common
share; and (iii) one non-transferable share purchase warrant entitling the
holder thereof to purchase one share of common stock for a period of 24 months
commencing from the closing of the private placement agreement, at an exercise
price of $0.70 per common share.

On March 5, 2010, we entered into a conversion agreement with
the lender of a bridge loan in the amount of $500,000, pursuant to which the
loan and all accrued interest was converted into equity securities. In full
repayment of the loan and all accrued interest, we issued to the lender
1,000,000 units, with each unit consisting of: (i) one common share; (ii) one
non-transferable share purchase warrant entitling the holder thereof to purchase
one share of common stock until February 16, 2012, at a price per share of
$0.60; and (iii) one non-transferable common stock purchase warrant entitling
the holder thereof to purchase one share of common stock until February 16,
2012, at a price per share of $0.70.

Going Concern

Our registered independent auditors have included an
explanatory paragraph in their report on our consolidated financial statements
regarding our ability to continue as a going concern. Our consolidated financial
statements contain additional note disclosures describing the circumstances that
lead to this disclosure by our registered independent auditors. The consolidated
financial statements do not include any adjustments that might result from the
outcome of that uncertainty.

Until a registration statement relating to the equity funding
facility is in effect, we expect our current funds will be sufficient only to
enable us to continue our operations as currently planned until approximately
the second quarter of 2011. We currently estimate that we will require an
additional $2,000,000 to $5,000,000 to fund our operations for the subsequent 12
to 24 month period.

17

---

However, until a registration statement relating to the equity
funding facility is in effect, there are no assurances that we will be able to
obtain funds required for our continued operation. There can be no assurance
that additional financing will be available to us when needed or, if available,
that it can be obtained on commercially reasonable terms. If we are not able to
obtain the additional financing on a timely basis, we will not be able to meet
our other obligations as they become due and we will be forced to scale down or
perhaps even cease the operation of our business. The issuance of additional
equity securities by us could result in a significant dilution in the equity
interests of our current stockholders. Obtaining commercial loans, assuming
those loans would be available, will increase our liabilities and future cash
commitments.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.

CRITICAL ACCOUNTING POLICIES

Our financial statements have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires us to make certain estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses, and the related disclosures of contingent assets and liabilities
as of the date of the financial statements and during the applicable periods. We
base these estimates on historical experience and on other factors that we
believe are reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions and
could have a material impact on our financial statements.

Stock-based Compensation

The Company accounts for stock-based compensation in accordance
with ASC Topics 505 and 718. Stock-based compensation for stock options is
measured based on the estimated fair value of each award on the date of grant
using the Black-Scholes valuation model. Stock-based compensation for restricted
shares is measured based on the closing fair market value of the Company's
common stock price on the date of grate. The Company recognizes stock-based
compensation costs as expense ratably on a straight-line basis over the
requisite service period

We account for equity instruments issued in exchange for the
receipt of goods or services from other than employees in accordance with ASC
Topic 505. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earlier of a performance commitment or completion of performance by the provider
of goods or services as defined by ASC Topic 505. As of December 31, 2010, we
have adopted a stock option plan and have granted stock options. Refer to Notes
1 and 6 to the Notes to Consolidated Financial Statements for further
information.

Impairment of Intellectual Property

The purchase of intellectual property from Indigoleaf was
accounted for under ASC Topic 350. We believe that there are no legal,
regulatory, contractual, competitive, or economic factors that limit the useful
life of this intangible asset. Consequently, we consider the useful life of this
asset to be indefinite and we have recorded no amortization expense. In
accordance with ASC Topic 350, we perform, at least annually, impairment testing
in the last quarter of the year.

Refer to Note 1 to the Consolidated Financial Statements
entitled Summary of Significant Accounting Policies included in this Annual
Report for a discussion of other accounting policies utilized by the Company.

18

---

RECENT ACCOUNTING PRONOUNCEMENTS

Refer to Note 10 to the Consolidated Financial Statements
entitled Recent Accounting Pronouncements included in this Annual Report for a
discussion of recent accounting pronouncements and their impact on our Financial
Statements.

ITEM
7A.         QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

19

---

ITEM
8.           FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA

MABCURE INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)INDEX TO CONSOLIDATED FINANCIAL
STATEMENTSDECEMBER 31, 2010, AND 2009

|Report of Independent
      Registered Public Accounting Firm                                                                                                    | F-2
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
|                                                                                                                                                                 |    
|Financial Statements-                                                                                                                                            |    
|                                                                                                                                                                 |    
|Consolidated Balance Sheets as of December 31, 2010 and
      2009                                                                                               | F-3
|                                                                                                                                                                 |    
|Consolidated Statements of Operations and Comprehensive
      Loss for the Years Ended December 31, 2010 and 2009            and
      Cumulative from Inception | F-4
|                                                                                                                                                                 |    
|Consolidated Statement of Stockholders Equity for the
      Period From Inception through December 31, 2010                                                     | F-5
|                                                                                                                                                                 |    
|Consolidated Statements of Cash Flows for the Years Ended
      December 31, 2010 and 2009 and Cumulative from Inception                                         | F-6
|                                                                                                                                                                 |    
|Notes to
      Consolidated Financial Statements December 31, 2010 and 2009                                                                                      | F-7

F-1

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Board of Directors and Stockholders of
  MabCure Inc.:

We have audited the accompanying consolidated balance sheets of
MabCure Inc. (the Company) (a development stage company) and subsidiary as of
December 31, 2010, and 2009, and the related consolidated statements of
operations and comprehensive loss, stockholders equity, and cash flows for the
years then ended, and from inception (May 8, 2006) through December 31, 2010.
These consolidated financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States of America). Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated financial
position of MabCure Inc. and subsidiary as of December 31, 2010 and 2009, and
the results of their consolidated operations and their consolidated cash flows
for the years then ended, and from inception (May 8, 2006) through December 31,
2010, in conformity with accounting principles generally accepted in the United
States of America.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 2 to the consolidated financial statements, the Company is in
the development stage and has not established any source of revenues to cover
its operating costs. As such, it has incurred an operating loss since inception.
Further, as of December 31, 2010, the cash resources of the Company were
insufficient to meet its planned business objectives. These and other factors
raise substantial doubt about the Companys ability to continue as a going
concern. Managements plan regarding these matters is also described in Note 2
to the financial statements. The accompanying consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

/s/ ROTENBERG MERIL SOLOMON BERTIGER & GUTTILLA,
P.C.

ROTENBERG MERIL SOLOMON BERTIGER & GUTTILLA, P.C.

Saddle Brook, New JerseyApril 14, 2011

F-2

---

MABCURE INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)CONSOLIDATED BALANCESHEETSAS OF DECEMBER 31, 2010, AND 2009

|                                                                                                                                                                    |   | 2010       |   |   | 2009       |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|ASSETS                                                                                                                                                              |   |            |   |   |            |  
|Current Assets:                                                                                                                                                     |   |            |   |   |            |  
|Cash and cash equivalents                                                                                                                                           | $ | 3,415      |   | $ | 214,480    |  
|Accounts receivable - Other                                                                                                                                         |   | 44,923     |   |   | 31,934     |  
|Prepaid expenses                                                                                                                                                    |   | 7,890      |   |   | 31,672     |  
|Total current assets                                                                                                                                                |   | 56,228     |   |   | 278,086    |  
|                                                                                                                                                                    |   |            |   |   |            |  
|Property and Equipment:                                                                                                                                             |   |            |   |   |            |  
|Computer and office equipment                                                                                                                                       |   | 11,733     |   |   | 11,295     |  
|Furniture and fixtures                                                                                                                                              |   | 8,244      |   |   | 8,464      |  
|Laboratory equipment                                                                                                                                                |   | 118,625    |   |   | 119,289    |  
|Vehicles                                                                                                                                                            |   | 66,544     |   |   | 71,967     |  
|Website development costs                                                                                                                                           |   | 3,640      |   |   | 3,640      |  
|                                                                                                                                                                    |   | 208,786    |   |   | 214,655    |  
|Less: Accumulated depreciation and
      amortization                                                                                                               |   | (84,867    | ) |   | (44,908    | )
|Net property and equipment                                                                                                                                          |   | 123,919    |   |   | 169,747    |  
|                                                                                                                                                                    |   |            |   |   |            |  
|Other Assets:                                                                                                                                                       |   |            |   |   |            |  
|Intellectual property                                                                                                                                               |   | 16,000,000 |   |   | 16,000,000 |  
|Deferred offering costs                                                                                                                                             |   | 20,663     |   |   | -          |  
|Patent pending                                                                                                                                                      |   | 4,675      |   |   | -          |  
|Deposits and other                                                                                                                                                  |   | 1,988      |   |   | 4,515      |  
|Total other assets                                                                                                                                                  |   | 16,027,326 |   |   | 16,004,515 |  
|Total Assets                                                                                                                                                        | $ | 16,207,473 |   | $ | 16,452,348 |  
|                                                                                                                                                                    |   |            |   |   |            |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                |   |            |   |   |            |  
|Current Liabilities:                                                                                                                                                |   |            |   |   |            |  
|Accounts payable and accrued liabilities                                                                                                                            | $ | 286,044    |   | $ | 152,272    |  
|Due to related parties - Directors
      and officers                                                                                                               |   | 10,629     |   |   | 29,365     |  
|Current portion of capital lease obligations                                                                                                                        |   | 36,308     |   |   | 36,272     |  
|Loans payable                                                                                                                                                       |   | 133,258    |   |   | 558,258    |  
|Total current liabilities                                                                                                                                           |   | 466,239    |   |   | 776,167    |  
|                                                                                                                                                                    |   |            |   |   |            |  
|Long-Term Debt, less current portion:                                                                                                                               |   |            |   |   |            |  
|Capital lease obligations                                                                                                                                           |   | 16,275     |   |   | 56,869     |  
|Total liabilities                                                                                                                                                   |   | 482,514    |   |   | 833,036    |  
|                                                                                                                                                                    |   |            |   |   |            |  
|Commitments and Contingencies                                                                                                                                       |   |            |   |   |            |  
|                                                                                                                                                                    |   |            |   |   |            |  
|Stockholders' equity:                                                                                                                                               |   |            |   |   |            |  
|Common stock, $0.001 par value;
      1,500,000,000 shares authorized; 62,399,725 and 60,399,725 shares issued
      and outstanding in 2010 and 2009, respectively |   | 62,400     |   |   | 60,400     |  
|Additional paid-in capital                                                                                                                                          |   | 18,924,500 |   |   | 17,583,517 |  
|Donated capital                                                                                                                                                     |   | 13,000     |   |   | 13,000     |  
|Accumulated other comprehensive loss                                                                                                                                |   | (31,816    | ) |   | (20,282    | )
|Deficit accumulated during the development
      stage                                                                                                              |   | (3,243,125 | ) |   | (2,017,323 | )
|Total stockholders equity                                                                                                                                          |   | 15,724,959 |   |   | 15,619,312 |  
|Total Liabilities and Stockholders'
      Equity                                                                                                                    | $ | 16,207,473 |   | $ | 16,452,348 |  

The accompanying notes are an integral part of these
consolidated financial statements.

F-3

---

MABCURE INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSSFOR THE YEARS ENDED DECEMBER 31, 2010, AND 2009,
ANDCUMULATIVE FROM INCEPTION (MAY 8, 2006) THROUGH DECEMBER 31, 2010

|                                                                        |   | Years
      Ended December 31, |   |   | Cumulative |  
|----------------------------------------------------------------------- | - | ------------------------------ | - | - | ---------- | -
|                                                                        |   | 2010                           |   |   | 2009       |  
|                                                                        |   |                                |   |   |            |  
|Revenues                                                                | $ | -                              |   | $ | -          |  
|Expenses:                                                               |   |                                |   |   |            |  
|Research and development                                                |   | 352,030                        |   |   | 402,657    |  
|General and administrative                                              |   | 667,390                        |   |   | 967,860    |  
|Total
      expenses                                                    |   | 1,019,420                      |   |   | 1,370,517  |  
|                                                                        |   |                                |   |   |            |  
|Loss from operations                                                    |   | (1,019,420                     | ) |   | (1,370,517 | )
|Other Income (Expense):                                                 |   |                                |   |   |            |  
|Interest income                                                         |   | 470                            |   |   | 4,256      |  
|Interest expense                                                        |   | (206,852                       | ) |   | (16,699    | )
|Total
      other income (expense)                                      |   | (206,382                       | ) |   | (12,443    | )
|Loss before income taxes                                                |   | (1,225,802                     | ) |   | (1,382,960 | )
|Provision for income taxes                                              |   | -                              |   |   | -          |  
|Net loss                                                                | $ | (1,225,802                     | ) | $ | (1,382,960 | )
|Comprehensive Loss:                                                     |   |                                |   |   |            |  
|Foreign currency translation adjustment                                 |   | (11,534                        | ) |   | (12,812    | )
|Total Comprehensive Loss                                                | $ | (1,237,336                     | ) | $ | (1,395,772 | )
|Basic and diluted loss per share                                        | $ | (0.02                          | ) | $ | (0.02      | )
|Weighted average number of shares outstanding
      - basic and diluted |   | 62,054,520                     |   |   | 60,357,211 |  

The accompanying notes are an integral part of these consolidated
  financial statements.

F-4

---

MABCUREINC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITYFOR
THE PERIODS FROM INCEPTION (MAY 8, 2006)THROUGH DECEMBER 31, 2010

|                                                                          |  |                    |   |   |         |   |   |            |   |   |               |  |   |             |   |   | Deficit     |   |   |            |  
|------------------------------------------------------------------------- |  | ------------------ | - | - | ------- | - | - | ---------- | - | - | ------------- |  | - | ----------- | - | - | ----------- | - | - | ---------- | -
|                                                                          |  |                    |   |   |         |   |   |            |   |   |               |  |   | Accumulated |   |   | Accumulated |   |   |            |  
|                                                                          |  |                    |   |   |         |   |   | Additional |   |   |               |  |   | other       |   |   | During the  |   |   |            |  
|                                                                          |  | Common
      Stock |   |   | Paid in |   |   | Donated    |   |   | comprehensive |  |   | Development |   |   |             |  
|                                                                          |  | Number             |   |   | Amount  |   |   | Capital    |   |   | Capital       |  |   | loss        |   |   | Stage       |   |   | Total      |  
|                                                                          |  |                    |   |   |         |   |   |            |   |   |               |  |   |             |   |   |             |   |   |            |  
|Balance, May 8, 2006 (Date of Inception)                                  |  | -                  |   | $ | -       |   | $ | -          |   | $ | -             |  | $ | -           |   | $ | -           |   | $ | -          |  
|Common stock issued for cash at 
      $0.02 per share, December 20, 2006 |  | 2,550,000          |   |   | 2,550   |   |   | 48,450     |   |   | -             |  |   | -           |   |   | -           |   |   | 51,000     |  
|Donated services                                                          |  | -                  |   |   | -       |   |   | -          |   |   | 4,000         |  |   | -           |   |   | -           |   |   | 4,000      |  
|Loss for the period                                                       |  | -                  |   |   | -       |   |   | -          |   |   | -             |  |   | -           |   |   | (4,000      | ) |   | (4,000     | )
|Balance, December 31, 2006                                                |  | 2,550,000          |   |   | 2,550   |   |   | 48,450     |   |   | 4,000         |  |   | -           |   |   | (4,000      | ) |   | 51,000     |  
|Donated services                                                          |  | -                  |   |   | -       |   |   | -          |   |   | 6,000         |  |   | -           |   |   | -           |   |   | 6,000      |  
|Forward stock split (20:1)                                                |  | 48,450,000         |   |   | 48,450  |   |   | (48,450    | ) |   | -             |  |   | -           |   |   | -           |   |   | -          |  
|Returned to treasury                                                      |  | (24,000,000        | ) |   | (24,000 | ) |   | 24,000     |   |   | -             |  |   | -           |   |   | -           |   |   | -          |  
|Loss for the period                                                       |  | -                  |   |   | -       |   |   | -          |   |   | -             |  |   | -           |   |   | (106,265    | ) |   | (106,265   | )
|Balance, December 31, 2007                                                |  | 27,000,000         |   |   | 27,000  |   |   | 24,000     |   |   | 10,000        |  |   | -           |   |   | (110,265    | ) |   | (49,265    | )
|Donated services                                                          |  | -                  |   |   | -       |   |   | -          |   |   | 3,000         |  |   | -           |   |   | -           |   |   | 3,000      |  
|Common stock issued for cash                                              |  | 1,300,000          |   |   | 1,300   |   |   | 1,298,700  |   |   | -             |  |   | -           |   |   | -           |   |   | 1,300,000  |  
|Common stock issued for purchase of intellectual
      property           |  | 32,048,000         |   |   | 32,048  |   |   | 15,967,952 |   |   | -             |  |   | -           |   |   | -           |   |   | 16,000,000 |  
|Foreign currency translation adjustment                                   |  | -                  |   |   | -       |   |   | -          |   |   | -             |  |   | (7,470      | ) |   | -           |   |   | (7,470     | )
|Loss for the period                                                       |  | -                  |   |   | -       |   |   | -          |   |   | -             |  |   | -           |   |   | (524,098    | ) |   | (524,098   | )
|Balance, December 31, 2008                                                |  | 60,348,000         |   |   | 60,348  |   |   | 17,290,652 |   |   | 13,000        |  |   | (7,470      | ) |   | (634,363    | ) |   | 16,722,167 |  
|Common stock issued for investor relations
      services                 |  | 51,725             |   |   | 52      |   |   | 44,949     |   |   | -             |  |   | -           |   |   | -           |   |   | 45,001     |  
|Stock-based compensation (options)                                        |  | -                  |   |   | -       |   |   | 247,916    |   |   | -             |  |   | -           |   |   | -           |   |   | 247,916    |  
|Foreign currency translation adjustment                                   |  | -                  |   |   | -       |   |   | -          |   |   | -             |  |   | (12,812     | ) |   | -           |   |   | (12,812    | )
|Loss for the period                                                       |  | -                  |   |   | -       |   |   | -          |   |   | -             |  |   | -           |   |   | (1,382,960  | ) |   | (1,382,960 | )
|Balance, December 31, 2009                                                |  | 60,399,725         |   |   | 60,400  |   |   | 17,583,517 |   |   | 13,000        |  |   | (20,282     | ) |   | (2,017,323  | ) |   | 15,619,312 |  
|Common stock issued for cash - Bluewater                                  |  | 1,000,000          |   |   | 1,000   |   |   | 499,000    |   |   | -             |  |   | -           |   |   | -           |   |   | 500,000    |  
|Conversion of debt and accrued                                            |  |                    |   |   |         |   |   |            |   |   |               |  |   |             |   |   |             |   |   |            |  
|interest to equity - Chrysler                                             |  | 1,000,000          |   |   | 1,000   |   |   | 514,411    |   |   | -             |  |   | -           |   |   | -           |   |   | 515,411    |  
|Stock-based compensation (options)                                        |  | -                  |   |   | -       |   |   | 131,901    |   |   | -             |  |   | -           |   |   | -           |   |   | 131,901    |  
|Increase in the value of warrants due to amendment of term                |  | -                  |   |   | -       |   |   | 195,671    |   |   | -             |  |   | -           |   |   | -           |   |   | 195,671    |  
|Foreign currency translation adjustment                                   |  | -                  |   |   | -       |   |   | -          |   |   | -             |  |   | (11,534     | ) |   | -           |   |   | (11,534    | )
|Loss for the period                                                       |  | -                  |   |   | -       |   |   | -          |   |   | -             |  |   | -           |   |   | (1,225,802  | ) |   | (1,225,802 | )
|Balance, December 31, 2010                                                |  | 62,399,725         |   | $ | 62,400  |   | $ | 18,924,500 |   | $ | 13,000        |  | $ | (31,816     | ) | $ | (3,243,125  | ) | $ | 15,724,959 |  

The accompanying notes are an integral part of these
consolidated financial statements.

F-5

---

MABCURE INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS
ENDED DECEMBER 31, 2010, AND 2009, ANDCUMULATIVE FROM INCEPTION (MAY 8, 2006) THROUGH DECEMBER 31, 2010

|                                                                                  |   | Years
      ended December 31, |   |   | Cumulative |  
|--------------------------------------------------------------------------------- | - | ------------------------------ | - | - | ---------- | -
|                                                                                  |   | 2010                           |   |   | 2009       |  
|Cash flows from operating activities:                                             |   |                                |   |   |            |  
|Net loss                                                                          | $ | (1,225,802                     | ) | $ | (1,382,960 | )
|Adjustments to reconcile net loss to net cash
      used in operating activities: |   |                                |   |   |            |  
|Depreciation and amortization                                                     |   | 43,081                         |   |   | 39,794     |  
|Donated services                                                                  |   | -                              |   |   | -          |  
|Stock-based compensation                                                          |   | 131,901                        |   |   | 247,916    |  
|Common stock issued for investor relations
      services                         |   | -                              |   |   | 45,001     |  
|Increase in value of warrants due to amendment of term                            |   | 195,671                        |   |   | -          |  
|Changes in net assets and liabilities:                                            |   |                                |   |   |            |  
|Increase in accounts receivable - other                                           |   | (15,396                        | ) |   | (22,768    | )
|Decrease (increase)
      in prepaid expenses and other current assets            |   | 23,782                         |   |   | (15,033    | )
|Decrease (increase) in deposits and other                                         |   | 2,187                          |   |   | (573       | )
|Increase in accounts payable
      and accrued liabilities                        |   | 152,780                        |   |   | 55,030     |  
|Net cash used in operating activities                                             |   | (691,796                       | ) |   | (1,033,593 | )
|                                                                                  |   |                                |   |   |            |  
|Cash flows from investing activities:                                             |   |                                |   |   |            |  
|Capital expenditures                                                              |   | (9,313                         | ) |   | (40,706    | )
|Patent pending                                                                    |   | (4,675                         | ) |   | -          |  
|Net cash used in investing activities                                             |   | (13,988                        | ) |   | (40,706    | )
|                                                                                  |   |                                |   |   |            |  
|Cash flows from financing activities:                                             |   |                                |   |   |            |  
|Proceeds from loan payable                                                        |   | 75,000                         |   |   | 500,000    |  
|Payments on loan payable                                                          |   | -                              |   |   | -          |  
|Payments of principal on capital lease obligations                                |   | (33,604                        | ) |   | (31,138    | )
|(Repayments) proceeds from loans from
      related parties                       |   | (17,288                        | ) |   | 22,289     |  
|Issuance of common stock for cash                                                 |   | 500,000                        |   |   | -          |  
|Deferred offering costs                                                           |   | (20,663                        | ) |   | -          |  
|Net cash provided by financing activities                                         |   | 503,445                        |   |   | 491,151    |  
|                                                                                  |   |                                |   |   |            |  
|Effects of exchange rate changes on cash and cash equivalents                     |   | (8,726                         | ) |   | (13,811    | )
|                                                                                  |   |                                |   |   |            |  
|Net (decrease) increase during period                                             |   | (211,065                       | ) |   | (596,959   | )
|Cash and cash equivalents at beginning of
      period                            |   | 214,480                        |   |   | 811,439    |  
|Cash and cash equivalents at end of period                                        | $ | 3,415                          |   | $ | 214,480    |  
|                                                                                  |   |                                |   |   |            |  
|Supplemental disclosure of cash flow information                                  |   |                                |   |   |            |  
|Cash paid during the period for:                                                  |   |                                |   |   |            |  
|Interest                                                                          | $ | 4,479                          |   | $ | 6,699      |  
|Income taxes                                                                      | $ | -                              |   | $ | -          |  

Supplemental Information of Noncash Investing and Financing
Activities:On July 7, 2008, MabCure issued 32,048,400 shares of common
stock for the purchase of intellectual property valued at $16,000,000. Refer to
Note 3 for further details of this transaction.

On March 5, 2010, MabCure entered into a conversion agreement
wherein the Company exchanged $500,000 in outstanding debt and related accrued
interest of $15,411 for equity securities. Refer to Note 6 for further details
of this transaction.

The accompanying notes are an integral part of these
consolidated financial statements.

F-6

---

(1)        Summary of
Significant Accounting Policies

*****Basis
of Presentation and Organization*

MabCure Inc. (MabCure or the Company) was incorporated in
the State of Nevada on May 8, 2006, under the name of Smartec Holdings, Inc. The
Company originally was in the business of developing a detergent for removing
pesticides from fruits and vegetables. Because the Company was not successful in
implementing its business plan, it considered various alternatives to ensure the
viability and solvency of the Company. On January 10, 2008, the Company changed
its name to MabCure Inc. to better reflect its new business plan. On January 10,
2008, MabCure entered into an asset purchase agreement with Indigoleaf
Associates Ltd. (Indigoleaf) and Dr. Amnon Gonenne pursuant to which the
Company agreed to purchase all of Indigoleafs interest and rights to a
proprietary technology for the rapid and efficient generation of monoclonal
antibodies against desired antigens such as cancer markers, including, but not
limited to, the know-how, secrets, inventions, practices, methods, knowledge and
data owned by Indigoleaf. The Company purchased this proprietary technology
pursuant to an intellectual property transfer agreement and consummated the
other transactions contemplated by the asset purchase agreement on July 7, 2008.
Pursuant to the asset purchase agreement, as amended on April 2, 2009, the
Company issued 25,638,400 shares of its common stock to Indigoleaf in
consideration for the purchase of Indigoleafs proprietary technology, and the
Company issued 6,409,600 shares of common stock to Dr. Gonenne in consideration
for being one of the founders of the Companys cancer therapy and detection
business.

On October 30, 2008, the Company established MabCure, N.V., a
wholly-owned subsidiary in Belgium. The Belgian subsidiary was established in
order to accelerate the development and commercialization of MabCures
proprietary products for the early detection of cancer with specific antibodies
and for the creation of highly specific therapeutics (antibodies and novel
drugs) against cancer.

*****Principles
  of Consolidation*

The accompanying consolidated financial statements include the
accounts of the Company and its wholly-owned Belgian subsidiary, MabCure, N.V.
All significant intercompany accounts and transactions have been eliminated in
consolidation.

*****Cash
  and Cash Equivalents*

For purposes of reporting within the consolidated statements of
cash flows, the Company considers all cash on hand, cash accounts not subject to
withdrawal restrictions or penalties, and all highly liquid debt instruments
purchased with a maturity of three months or less to be cash and cash
equivalents.

*****Property
  and equipment*

Property and equipment are recorded at historical cost. Minor
additions and renewals are expensed in the year incurred. Major additions and
renewals are capitalized and depreciated over their estimated useful lives. When
property and equipment are retired or otherwise disposed of, the cost and
accumulated depreciation are removed from the accounts, and any resulting gain
or loss is included in the results of operations for the respective period. The
Company uses the straight-line method of depreciation. Depreciation expense for
the years ended December 31, 2010 and 2009 totaled $43,081 and $39,794,
respectively. The estimated useful lives for significant property and equipment
categories are as follows:

Computers and office equipment
    3 yearsComputer software
    3 yearsFurniture and Fixtures
    5-10 yearsEquipment and tools
    5 yearsVehicles
    5 years


*****Deferred
  Offering Costs*

The Company defers the direct incremental costs of raising
capital until such time as the offering is completed. At the time of the
completion of the offering, the costs are charged against the capital raised.
Should the offering be terminated,

F-7

---

deferred offering costs are charged to operations during the
period in which the offering is terminated. For the year ended December 31,
2010, the Company capitalized $20,663 as deferred offering costs. See Note 11
for additional information.

*****Impairment
  of Intellectual Property*

The purchase of intellectual property from Indigoleaf was
accounted for under ASC Topic 350. We believe that there are no legal,
regulatory, contractual, competitive, or economic factors that limit the useful
life of this intangible asset. Consequently, we consider the useful life of this
asset to be indefinite and we have recorded no amortization expense. In
accordance with ASC Topic 350, we perform, at least annually, impairment testing
in the last quarter of the year. See Note 3 below for a further discussion.

*****Impairment
  of Long-Lived Assets*

The Company evaluates the recoverability of long-lived assets
and the related estimated remaining lives at each balance sheet date. The
Company records an impairment or change in useful life whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable or the useful life has changed. For the years ended December 31,
2010 and 2009, no events or circumstances occurred for which an evaluation of
the recoverability of long-lived assets was required.

*****Lease
  Obligations*

All noncancellable leases with an initial term greater than one
year are categorized as either capital or operating leases. Assets recorded
under capital lease obligations are amortized according to the same methods
employed for property and equipment or over the term of the related lease, if
shorter.

*****Fair
  Value of Financial Instruments*

The Company estimates the fair value of financial instruments
using the available market information and valuation methods. Considerable
judgment is required in estimating fair value. Accordingly, the estimates of
fair value may not be indicative of the amounts the Company could realize in a
current market exchange. As of December 31, 2010, and 2009, the carrying value
of the Companys financial instruments approximated fair value due to the
short-term maturity of these instruments.

*****Foreign
  Currency Translation*

MabCure accounts for foreign currency translation pursuant to
Accounting Standards Codification ("ASC") Topic 830. The functional currency of
the Companys Belgian subsidiary is the euro. Under ASC Topic 830, all assets
and liabilities are translated into United States dollars using the current
exchange rate at the end of each fiscal period. Revenues and expenses are
translated using the average exchange rates prevailing throughout the respective
periods. Translation adjustments are included in other comprehensive income
(loss) for the period. Certain transactions of the Companys Belgian subsidiary
are denominated in United States dollars. Translation gains or losses related to
such transactions are recognized for each reporting period in the related
interim consolidated statements of operations and comprehensive (loss).

*****Basic
  and Diluted Loss per Share*

In accordance with ASC Topic 260, basic loss per common share
is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding. Diluted loss per common
share is computed similarly to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. Due to net losses for the years
ended December 31, 2010 and 2009, diluted loss per share is calculated using the
weighted average number of common shares outstanding and excludes the effects of
potential common stock shares that are antidilutive. The potential shares of
common stock that have been excluded from the diluted loss per share calculation
above for the years ended December 31, 2010 and 2009 were as follows:

F-8

---

December
        31,2010
      
      
      2009Stock options
      
      660,000
      
      
      540,000Warrants
      
      5,300,000
      
      
      1,300,000


*****Income
  Taxes*

The Company accounts for income taxes pursuant to ASC Topic
740. Under ASC Topic 740, deferred tax assets and liabilities are determined
based on temporary differences between the bases of certain assets and
liabilities for income tax and financial reporting purposes. The deferred tax
assets and liabilities are classified according to the consolidated financial
statement classification of the assets and liabilities generating the
differences.

The Company maintains a valuation allowance with respect to
deferred tax assets. The Company establishes a valuation allowance based upon
the potential likelihood of realizing the deferred tax asset and taking into
consideration the Companys consolidated financial position and results of
operations for the current period. Future realization of the deferred tax
benefit depends on the existence of sufficient taxable income within the
carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating
taxable income, could cause a change in judgment about the realizability of the
related deferred tax asset. Any change in the valuation allowance will be
included in income in the year of the change in estimate.

The Company has adopted the provisions of ASC Topic 740-10-05
"Accounting for Uncertainty in Income Taxes." The ASC clarifies the
accounting for uncertainty in income taxes recognized in an enterprise's
financial statements. The ASC prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. The ASC provides
guidance on de-recognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition.

*****Stock-based
  Compensation*

The Company accounts for stock-based compensation in accordance
with ASC Topics 505 and 718. Stock-based compensation for stock options is
measured based on the estimated fair value of each award on the date of grant
using the Black-Scholes valuation model. Stock-based compensation for restricted
shares is measured based on the closing fair market value of the Company's
common stock price on the date of grate. The Company recognizes stock-based
compensation costs as expense ratably on a straight-line basis over the
requisite service period.

The allocation of stock-based compensation expense by
functional area for the years ended December 31, 2010 and 2009 was as follows:

Years Ended December 31,2010
      
      
      2009Research and development
      $
      25,422
      
      $
      26,481General and administrative
      
      106,479
      
      
      221,435Total
      $
      131,901
      
      $
      247,916


On August 10, 2009, the Company granted to directors and
officers, 420,000 options to purchase a like number of shares of common stock.
In addition, on December 10, 2009, the Company granted to employees 120,000
options to purchase a like number of shares of common stock. On September 24,
2010, the Company granted to a newly-appointed director, 120,000 options to
purchase a like number of shares of common stock. As of December 31, 2010,
440,000 of granted options were fully vested. Fair value was estimated at the
date of grant using the Black-Scholes pricing model, with the following weighted
average assumptions:

F-9

---

2010
    2009Risk-free interest rate
    1.37%
    1.59%Expected dividend yield
    None
    NoneExpected life
    5 years
    5 yearsExpected volatility
    166.66%
    164.30%


The weighted-average grant-date fair values of options granted
in 2010 and 2009 were $0.75 and $0.82 per share, respectively.

The risk-free interest rate used in the Black-Scholes valuation
method is based on the implied yield currently available in U.S. Treasury
securities at maturity with an equivalent term. The Company has not declared or
paid any dividends and does not currently expect to do so in the future. The
expected term of options represents the period that our stock-based awards are
expected to be outstanding and was determined based on projected holding periods
for the remaining unexercised shares. Consideration was given to the contractual
terms of our stock-based awards, vesting schedules and expectations of future
employee behavior. Expected volatility is based on the historical volatility of
the stock prices of several companies in the Companys industry.

The Companys stock price volatility and option lives involve
managements best estimates, both of which impact the fair value of the option
calculated under the Black-Scholes methodology and, ultimately, the expense that
will be recognized over the life of the option.

When options are exercised, the policy of the Company is to
issue previously unissued shares of common stock to satisfy share option
exercises. As of December 31, 2010, the Company had 1,437,600,275 shares of
authorized but unissued common stock.

No tax benefits were attributed to the stock-based compensation
expense because a valuation allowance was maintained for substantially all net
deferred tax assets.

The Company accounts for equity instruments issued in exchange
for the receipt of goods or services from other than employees in accordance
with ASC Topic 505. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earlier of a performance commitment or completion of performance by the provider
of goods or services as defined by ASC Topic 505.

*****Estimates*

The accompanying consolidated financial statements are prepared
on the basis of accounting principles generally accepted in the United States of
America. The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities as of
December 31, 2010 and 2009, and expenses for the years ended December 31, 2010
and 2009 and cumulative from inception. Actual results could differ from those
estimates made by management.

(2)        Development
  Stage Activities and Going Concern

The Company is currently in the development stage. The original
business plan of the Company was to develop a detergent for removing pesticides
from fruits and vegetables. However, the Company has changed its business plan
to develop and commercialize its proprietary antibody technology for the early
detection of cancer and for the creation of highly specific therapeutics
(antibodies and novel drugs) against cancer.

Given the current pace of clinical development of our products,
and until a registration statement relating to the equity funding facility is in
effect, the Company estimates that it has sufficient cash on hand to fund
clinical development only through the second quarter of 2011. Management of the
Company is making efforts to raise additional funding, until a registration statement relating to the equity funding facility
is in effect, by obtaining bridge financing in the form of convertible debt.

F-10

---

While management of the Company believes that it will be
successful in its capital formation and planned operating activities, there can
be no assurance that the Company will be able to raise additional equity
capital, or be successful in the development and commercialization of its
proprietary antibody technology for the early detection of cancer or for the
creation of highly specific therapeutics (antibodies and novel drugs) against
cancer that will generate sufficient revenues to sustain the operations of the
Company.

The accompanying consolidated financial statements have been
prepared in conformity with accounting principles generally accepted in the
United States of America, which contemplate continuation of the Company as a
going concern. MabCure has not established any source of revenues to cover its
operating costs, and as such, has incurred an operating loss since inception.
Further, as of December 31, 2010 and 2009, the cash resources of the Company
were insufficient to meet its current business plan. These and other factors
raise substantial doubt about the Companys ability to continue as a going
concern. The accompanying consolidated financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the possible inability of the Company to continue as a going
concern.

(3)        Purchase of
Intellectual Property and Stock Issuance to Founder

On January 10, 2008, MabCure entered into an asset purchase
agreement with Indigoleaf Associates Ltd. (Indigoleaf) and Dr. Amnon Gonenne
pursuant to which the Company agreed to purchase all of Indigoleafs interest
and rights to a proprietary technology for the rapid and efficient generation of
monoclonal antibodies against desired antigens such as cancer markers,
including, but not limited to, the know-how, secrets, inventions, practices,
methods, knowledge and data owned by Indigoleaf. The Company purchased this
proprietary technology pursuant to an intellectual property transfer agreement
and consummated the other transactions contemplated by the asset purchase
agreement on July 7, 2008. Pursuant to the asset purchase agreement, as amended
on April 2, 2009, the Company issued 25,638,400 shares of its common stock to
Indigoleaf in consideration for the purchase of Indigoleafs proprietary
technology and  issued 6,409,600 shares of
common stock to Dr. Gonenne in consideration for being one of the founders of
the Companys cancer therapy and detection business. The shares issued were valued at $16,000,000.

On April 2, 2009, the Company entered into an amendment to the
asset purchase agreement dated January 10, 2008, whereby the parties specified
their original intention that the 6,409,600 shares of the Companys common stock
that were issued to Dr. Gonenne were, in fact, issued to Dr. Gonenne as
founders shares as consideration for being one of the founders of the Companys
cancer therapy and detection business. Pursuant to the amendment to the asset
purchase agreement, up to 75 percent of the shares issued to Dr. Gonenne, i.e.,
up to 4,807,200 shares of the Companys common stock were subject to a lapsing
repurchase right by the Company in the event Dr. Gonennes employment agreement
with the Company had been terminated within 18 months from July 7, 2008. All of
the 4,807,200 shares of common stock issued to Dr. Gonenne that had been subject
to the lapsing repurchase right have been released from the lapsing repurchase
right and are no longer subject thereto.

The purchase of intellectual property was
accounted for under ASC Topic 350. The value of the intellectual property
acquired on July 7, 2008 was calculated based on the June 27, 2008 private
placement transaction discounted by a factor to reflect the fact that the issued
stock was restricted and escrowed for an extended period of time under the
agreement. This value amounted to $16,000,000 for the  shares issued
 and was recorded by us as an intangible asset, intellectual
property in the accompanying consolidated balance sheets as of December 31,
2010 and 2009. We believe that there are no legal, regulatory, contractual,
competitive, or economic factors that limit the useful life of this intangible
asset. Consequently, we consider the useful life of this asset to be indefinite.
As such, we have recorded no amortization expense.

In accordance with ASC Topic 350, we perform, at least
annually, impairment testing in the last quarter of the year. The Company did
not record an impairment charge at December 31, 2010 and 2009.

F-11

---

(4)        Loan Payable
  and Lease Obligations

Leases:

*****Capital
  Leases*

The Company currently has capital lease commitments for
laboratory equipment and vehicles. As of December 31, 2010, and 2009, the total
cost of capitalized leases presented in the accompanying consolidated balance
sheets amounted to $144,831 and $156,634, respectively. Accumulated amortization
amounted to $61,384 and $34,521 at December 31, 2010 and 2009, respectively.
Amortization of the capital lease costs for items used in research and
development is included in research and development expenses. Amortization of
the capital lease costs for items not used in research and development is
included in depreciation and amortization expense.

*****Operating
  Lease*

The Company currently has operating lease commitments for
office space and housing for Dr. Gonenne with unrelated parties through August
2011. Lease expense related to office space for the years ended December 31,
2010, and 2009 amounted to $11,951 and $15,125, respectively. Lease expense
related to housing for the years ended December 31, 2010 and 2009 was $13,146
and $21,282, respectively.

As of April 1, 2011, the Company relocated its principal
executive offices to Brooklyn, New York. The Company is leasing its new
executive offices under a lease that expires in March 2012.

Future noncancellable minimum rental commitments for leases as
of December 31, 2010 were as follows:

Operating
    
    
    CapitalYear
    
    Leases
    
    
    Leases2011
    $
    25,125
    
    $
    38,8242012
    
    4,519
    
    
    17,399Total
    $
    29,644
    
    
    56,223Less - Amount representing
      interest
    
    
    
    
    (3,640
    )Present value of net minimum lease payments
    
    
    
    
    52,583Less - Current portion
    
    
    
    
    (36,308
    )Capital lease obligations, less current
      portion
    
    
    
    $
    16,275


*****Loans
  Payable*

On December 7, 2010, the Company entered into a loan agreement
to obtain a bridge loan of $75,000 from a stockholder. The loan amount bears
interest at a rate of ten percent per annum, is unsecured, and is due upon
demand. The accrued interest will be payable on the repayment of the loan. The
loan amount will be used for ordinary working capital needs. As of December 31,
2010, the principle due was $75,000 and $991 of accrued interest.

On September 2, 2009, the Company entered into a loan agreement
to obtain a bridge loan of $500,000 from a third-party lender for ordinary
working capital needs. The loan amount bore interest at a rate of six percent
per annum, was unsecured, and matured on September 2, 2010. The accrued interest
was payable on the repayment of the loan. On March 5, 2010, the Company entered
into a conversion agreement with the lender, pursuant to which the loan and all
accrued interest amounting to $515,411, was converted into common stock. See
Note 6 below.

The Company received loans from a third-party that were
provided for working capital purposes. The loans are non-interest bearing,
unsecured, and have no terms for repayment. As of December 31, 2010 and 2009,
the amount due was $58,258.

F-12

---

Loans payable amounted to $133,258 at December 31, 2010 and
$558,258 at December 31, 2009.

(5)        Donated Capital

The Company recorded transactions of commercial substance with
related parties at fair value as determined by management. The Company
recognized donated services of its directors for management fees, valued at $500
per month. As of June 30, 2008, the value of donated services totaled $13,000
and is recorded in stockholders equity.

Beginning July 1, 2008, the Company no longer recorded donated
services of directors. Future services performed by the Companys directors will
be paid using cash.

(6)        Common
Stock

The Company is authorized to issue 1,500,000,000 shares of
$0.001 par value common stock. All common stock shares have equal voting rights,
are non-assessable, have one vote per share, and entitle stockholders to receive
dividends. Upon liquidation or wind-up, stockholders are entitled to participate
equally with respect to any distribution of net assets or any dividends which
may be declared. Voting rights are not cumulative and, therefore, the holders of
more than 50 percent of the common stock could, if they choose to do so, elect
all of the Directors of the Company.

Effective November 26, 2007, we filed a certificate of change
increasing our authorized capital from 75,000,000 common shares with a par value
of $0.001 per common share to 1,500,000,000 common shares with a par value of
$0.001 per common share. On that date, we also effected a forward stock split on
a twenty-to-one basis. The accompanying consolidated financial statements have
been adjusted accordingly to reflect this forward stock split.

On December 20, 2006, the Company issued 51,000,000 shares of
common stock at a price of $0.001 per share for total proceeds of $51,000.

On December 11, 2007, 24,000,000 shares of common stock were
returned to the treasury and retired. The par value of the returned shares of
$24,000 was reallocated to additional paid-in capital.

On June 27, 2008, pursuant to the asset purchase agreement, the
Company closed a private placement consisting of 1,300,000 units of MabCures
securities at a price of $1.00 per unit, for aggregate proceeds of $1,300,000.
Each unit consists of: (i) one common share; (ii) one non-transferable share
purchase warrant entitling the holder thereof to purchase one share of common
stock for a period of 12 months commencing from the closing of the asset
purchase agreement, at an exercise price of $1.25 per common share; and (iii)
one non-transferable share purchase warrant entitling the holder thereof to
purchase one share of common stock for a period of 24 months commencing from the
closing of the asset purchase agreement, at an exercise price of $1.25 per
common share (Two-Year Warrants). On September 17, 2010, the Company entered
into an amendment of its Subscription Agreement dated June 27, 2008, pursuant to
which the Company extended the term of the Two-Year Warrants until June 27, 2012
and reset the exercise price of the Two-Year Warrants to $0.50 per share.

On July 7, 2008, the Company issued 25,638,400 shares of its
common stock to Indigoleaf Associates Ltd, and 6,409,600 shares of the Companys
common stock to Dr. Amnon Gonenne following the asset purchase agreement
discussed in Note 3.

On October 28, 2009, the Company issued 51,725 shares of common
stock to a third party provider of investor relations services pursuant to a
consulting agreement dated August 7, 2009. The value of the transaction was
$45,001.

On September 2, 2009, the Company entered into a loan agreement
to obtain a bridge loan of $500,000 from a third-party lender for ordinary
working capital needs. On March 5, 2010, the Company entered into a conversion
agreement with the lender, pursuant to which the loan and all accrued interest
was converted into equity securities. In full repayment of the loan and all
accrued interest, the Company issued to the lender 1,000,000 units, with each
unit consisting of: (i) one common share; (ii) one non-transferable share
purchase warrant entitling the holder thereof to purchase one share of common
stock until February 16, 2012, at a price per share of $0.60; and (iii) one
non-transferable common stock

F-13

---

purchase warrant entitling the holder thereof to purchase one
share of common stock until February 16, 2012, at a price per share of $0.70.

On March 5, 2010, the Company closed an offshore private
placement consisting of 1,000,000 units of securities at a price of $0.50 per
unit, for aggregate proceeds of $500,000. Each unit consists of: (i) one common
share; (ii) one non-transferable share purchase warrant entitling the holder
thereof to purchase one share of common stock for a period of 24 months
commencing from the closing of the private placement agreement, at an exercise
price of $0.60 per common share; and (iii) one non-transferable share purchase
warrant entitling the holder thereof to purchase one share of common stock for a
period of 24 months commencing from the closing of the private placement
agreement, at an exercise price of $0.70 per common share.

In February 2011, the Company issued 100,000 shares of common
stock to a third party provider of consulting services to raise financing
pursuant to an agreement dated February 24, 2011.

*****Stock
  options*

On August 4, 2009, as part of the Companys Annual Meeting of
Shareholders, the shareholders of the Company approved the adoption of the
MabCure, Inc. 2009 Stock Option Plan (the Plan). The purpose of this Plan is
to retain the services of valued key employees and consultants of the Company
and to encourage such persons to acquire a greater proprietary interest in the
Company, thereby strengthening their incentive to achieve the objectives of the
shareholders of the Company, and to serve as an aid and inducement in the hiring
of new employees and to provide an equity incentive to consultants and other
persons selected by the Company. The Company has reserved 6,034,800 shares of
common stock, par value $0.001 per share, for issuance under the Plan, subject
to adjustment to protect against dilution in the event of certain changes in the
Companys capitalization.

The following is a summary of stock option grants issued under
the Plan:

In August 2009, the Company granted an option to each of two
members of the Companys Board of Directors to purchase 120,000 shares (total of
240,000 shares) of its common stock at an exercise price of $0.87 per share.

In August 2009, the Company granted an option to purchase
180,000 shares of its common stock at an exercise price of $0.87 per share to
its Chief Financial Officer.

In December 2009, the Company granted an option to purchase
120,000 shares of its common stock at an exercise price of $0.65 per share to
certain employees of the Company.

In September 2010, the Company granted to a newly-appointed
member of the Companys Board of Directors options to purchase 120,000 shares of
its common stock at an exercise price of $0.45 per share.

The following table summarizes stock option activity for the
Company during the year ended December 31, 2010:

Weighted
    Weighted Average
    AggregateOptions
    Average
    Remaining
    Intrinsic ValueExercise Price
    Contractual TermOutstanding December 31, 2008
    NoneGranted
    540,000
    $0.82Exercised
    -
    -Forfeited or expired
    -
    -Outstanding December 31, 2009
    540,000
    $0.82
    4.68
    -Granted
    120,000
    $0.45
    4.73
    -Exercised
    -
    -
    -
    -Forfeited or expired
    -
    -
    -
    -Outstanding December
      31, 2010
    660,000
    $0.75
    3.87
    -Vested and Exercisable at December 31, 2010
    440,000
    $0.83
    3.67
    -


F-14

---

As of December 31, 2010, the total unrecognized compensation
cost related to stock options amounted to $86,879, which will be recognized over
the remaining requisite service period through October 2011.

Warrants

As discussed above, the Company amended its Two-Year Warrants
in 2010. Generally accepted accounting principles requires that when the terms
of a previously issued warrant are modified, the modification is treated as an
exchange of the original warrant. The excess of the value of the warrant on the
date the modification is effective over the value of the warrant on the date
immediately preceding the modification date, if any, is amortized to expense
over the remaining vesting period (or recognized immediately if the warrants are
vested 100%).

Accordingly, the fair value of the warrants was estimated using
the Black-Scholes pricing model using the following assumptions: risk-free rate
of .62%; no dividend yield; an expected life of two years; and a volatility
factor of 119.95% . As a result of the revaluation, the Company recognized
financing costs of $195,671 for the year ended December 31, 2010.

A summary of the warrants outstanding at December 31, 2010 is
as follows:

Warrants
    Exercise
    ExpirationPrice
    Date1,300,000
    $0.50
    June 20122,000,000
    $0.60
    February 20122,000,000
    $0.70
    February 20125,300,000


(7)        Income Taxes

Components of loss before income taxes for the years ended
December 31, 2010 and 2009 are as follows:

2010
    
    
    2009United States
    $
    (778,792
    )
    $
    (900,086
    )Belgium
    
    (447,010
    )
    
    (482,874
    )Total
    $
    (1,225,802
    )
    $
    (1,382,960
    )


MabCure is subject to U.S. income taxes. The Companys
subsidiary incorporated in Belgium is subject to Belgian income taxes. The
effective tax rates used to calculate deferred income taxes are 34% for the
United States and 33.99% for Belgium.

At December 31, 2010, the Company had available approximately
$1.8 million of net operating loss carry forwards, for U.S. income tax purposes
which expire in the years 2026 through 2030. The Companys subsidiary has
Belgian net operating loss carryforwards of $940,000 with no expiration date.

Significant components of the Companys deferred tax assets at
December 31, 2010 and 2009 are as follows:

2010
    
    
    2009Net operating loss
      carryforwards
    $
    936,664
    
    $
    568,090Accrued salaries
    
    22,351
    
    
    22,904Stock based compensation
    
    78,185
    
    
    41,982Accrued expenses
    
    (1,457
    )
    
    (1,389
    )Total deferred tax assets
    
    1,035,743
    
    
    631,587Valuation allowance
    
    (1,035,743
    )
    
    (631,587
    )Net deferred tax assets
    $
    
    
    $
    


F-15

---

Due to the uncertainty of their realization, no income tax
benefit has been recorded by the Company for these deferred tax assets as
valuation allowances have been established for any such benefits. The increase
in the valuation allowance was the result of increases in the above stated
items.

At December 31, 2010 and 2009, the Company had no material
unrecognized tax benefits and no adjustments to liabilities or operations were
required. The Company does not expect that its unrecognized tax benefits will
materially increase within the next twelve months. We recognize interest and
penalties related to uncertain tax positions in general and administrative
expense. As of December 31, 2010 and 2009, we have not recorded any provisions
for accrued interest and penalties related to uncertain tax positions.

MabCure files U.S. federal and state income tax returns in
jurisdictions with varying statutes of limitations. The 2007 through 2010 tax
years generally remain subject to examination by federal and state tax
authorities. The Companys subsidiary filed its initial return covering the
period October 24, 2008 through December 31, 2009 in 2010 and such return is
subject to examination by Belgian tax authorities for three years.

(8)        Related Party
  Transactions

As of December 31, 2010, and 2009, the Company owed to
directors and officers of the Company a total of $10,629 and $29,365,
respectively, for various working capital loans received by the Company. The
loans are unsecured, non-interest bearing, and have no terms for repayment.

(9)        Commitments
  and Contingencies

Commitments

The Company is subject to various commitments under contractual
and other commercial obligations. Refer to Note 4 entitled Loan Payable and
Lease Obligations for minimum rental commitments under non-cancelable operating
and capital lease obligations as of December 31, 2010.

Contingencies

On January 10, 2011, the Company received a letter from counsel
to Dr. Elisha Orr, our former Chief Scientific Officer, demanding payment of
approximately $160,000 for unpaid management services fees, including payment
for a three-month notice period, and for the reimbursement of certain expenses.
In the Companys response to Dr. Orrs counsel, the Company has refuted the
claims presented in the letter primarily because Dr. Orr was dismissed for
breach and therefore was not entitled to three months notice, and because the
Company fully reimbursed Dr. Orr for all reimbursable expenses. Upon Dr. Orrs
return of certain Company property in his possession, the Company intends to
reconcile all amounts and pay Dr. Orr the amounts that are owed to him, which
include amounts related to unpaid salaries and management service fees totaling
$106,164 as of December 31, 2010, and which have been recorded under accounts
payable and accrued liabilities.

(10)      Recent Accounting
  Pronouncements

In January 2010, the FASB issued ASU 2010-06, "Improving
Disclosures about Fair Value Measurements. This update requires additional
disclosure within the roll forward of activity for assets and liabilities
measured at fair value on a recurring basis, including transfers of assets and
liabilities between Level 1 and Level 2 of the fair value hierarchy and the
separate presentation of purchases, sales, issuances and settlements of assets
and liabilities within Level 3 of the fair value hierarchy. In addition, the
update requires enhanced disclosures of the valuation techniques and inputs used
in the fair value measurements within Levels 2 and 3. The new disclosure
requirements are effective for interim and annual periods beginning after
December 15, 2009, except for the disclosure of purchases, sales, issuances and
settlements of Level 3 measurements. Those disclosures are effective for fiscal
years beginning after December 15, 2010. As ASU 2010-06 only requires enhanced
disclosures, the Company does not expect that the adoption of this update will
have a material effect on its financial statements.

F-16

---

In February 2010, the FASB issued ASU No. 2010-09, "Amendments
to Certain Recognition and Disclosure Requirements, which eliminates the
requirement for SEC filers to disclose the date through which an entity has
evaluated subsequent events. ASC No. 2010-09 is effective for its fiscal quarter
beginning after December 15, 2010. The adoption of ASC No. 2010-06 will not have
a material impact on the Company's financial statements.

In April 2010, the FASB issued Accounting Standards Update
2010-13, CompensationStock Compensation (Topic 718): Effect of Denominating
the Exercise Price of a Share-Based Payment Award in the Currency of the Market
in Which the Underlying Equity Security Trades, or ASU 2010-13. ASU 2010-13
provides amendments to Topic 718 to clarify that an employee share-based payment
award with an exercise price denominated in currency of a market in which a
substantial porting of the entitys equity securities trades should not be
considered to contain a condition that is not a market, performance, or service
condition. Therefore, an entity would not classify such an award as a liability
if it otherwise qualifies as equity. The amendments in this Update are effective
for fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2010. The Company does not expect the adoption of ASU 2010-17
to have a significant impact on its consolidated financial statements.

Other recent accounting pronouncements issued by the FASB
(including its Emerging Issues Task Force), the AICPA, and the SEC did not, or
are not believed by management to, have a material impact on the Companys
present or future consolidated financial statements.

(11)      Subsequent Events

On January 18, 2011, the Company entered into an investment
agreement with Centurion Private Equity, LLC (the Investor), an affiliate of
Roswell Capital Partners, for the provision of an equity line funding facility
of up to the amount of $10 million. Pursuant to the terms and conditions of the
Investment Agreement, the Company may sell newly issued shares of its common
stock (the Put Shares) to the Investor (each such sale, a Put) from time to
time at a price equal to the lesser of (i) 97% of the Market Price (as defined
below) of its common stock or (ii) the Market Price of its common stock minus
$0.01, subject to certain dollar and share volume limitations for each Put,
until the earlier of (a) 24 months from the date its registration statement is
declared effective, (b) 30 months from the date of the Investment Agreement, or
(c) until all Puts under the Investment Agreement have reached an aggregate
gross sales price equal to $10 million. The Investment Agreement provides that
prior to exercising any Put, the Company must have a registration statement
declared effective with the SEC with respect to the Put Shares. Market Price
means the average of the three lowest daily volume weighted average prices
published daily by Bloomberg LP for the Companys common stock during the
fifteen consecutive trading day period immediately following the date specified
by the Company on which it intends to exercise the applicable Put. As
consideration for the provision of the equity funding facility, the Company
issued to the Investor 465,224 commitment shares and 34,892 fee shares to cover
the Investors transaction fees.

Concurrent with the closing of the Investment Agreement, the
Investor purchased a $100,000 senior secured convertible debenture. The
debenture is due to mature on October 18, 2011 and bears interest at the rate of
8% per annum which is payable to the Investor. At the option of the Investor,
the debenture may be converted into shares of the Companys common stock at any
time prior to maturity, at a price equal to the lesser of (i) a price equal to
90% of the Conversion Market Price (as defined below) on the date of the
initial issuance of the Debenture or (ii) 90% of the Conversion Market Price of
the Companys common stock on the applicable conversion date. Conversion Market
Price means the average of the three lowest daily volume weighted average
prices published daily by Bloomberg, LP for the Companys common stock over the
fifteen consecutive trading day period immediately preceding the date in
question. The debenture includes a security interest on all of the Companys
assets that shall be automatically released following the date that the shares
issuable upon conversion of the debenture can be resold without restriction
under Rule 144, and 15% of the aggregate volume accrues to the debenture amount.

The Company has reviewed subsequent events through the date of
this filing.

F-17

---

ITEM 9.         
 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.

ITEM
9A.         CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

Disclosure controls and procedures are the controls and other
procedures that are designed to provide reasonable assurance that information
required to be disclosed by the issuer in the reports that it files or submits
under the Securities Exchange Act of 1934, as amended (the Exchange Act) is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commissions rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuers management, including the principal executive and principal
financial officer, or persons performing similar functions, as appropriate, to
allow timely decisions regarding required disclosure. Any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives.

We have carried out an evaluation, under the supervision and
with the participation of our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of
the fiscal year covered by this Annual Report.

Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that the Companys disclosure controls and
procedures were not effective as of the end of the fiscal year covered by this
Annual Report on Form 10-K.

(b) Managements Annual Report on Internal Control over
Financial Reporting

Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as defined in Securities
Exchange Act Rule 13a-15(f). Internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and preparation of financial statements for external purposes in
accordance with U.S. GAAP.

Under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, we conducted an assessment of the
design and effectiveness of our internal control over financial reporting as of
the fiscal year covered by this Report based on the framework issued by the
Committee of Sponsoring Organizations (COSO) of the Treadway Commission in
Internal ControlIntegrated Framework.

Based on this assessment, management concluded that, as of
December 31, 2010, the Companys internal control over financial reporting was
not effective. Our management reached this conclusion after identifying the
following two areas of material weakness in our internal control systems:

| | 1. | Inadequate and ineffective application of complex
      accounting; and                                                                                                                                                                                                                                                                                                        
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Management did not sufficiently monitor internal control
      over financial reporting. Specifically the Company did not have sufficient
      personnel with an appropriate level of technical accounting knowledge and
      experience who could execute appropriate application of complex accounting
      with respect to stock compensation and warrant
  modification.

We plan to take steps to enhance and improve the design of our
internal control over financial reporting. During the period covered by this
annual report on Form 10-K, we have not been able to remediate the material
weaknesses identified above. To remediate such weaknesses, we intend to hire on
an as-needed outsourced basis, a qualified person to address the above stated
issues; however, the remediation effort is dependent upon our securing
additional financing to cover the

19

---

costs of implementing the changes required. If we are
unsuccessful in securing such funds, remediation efforts may be materially
adversely affected.

This Annual Report does not include an attestation report of
our Companys registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by the
Companys registered public accounting firm pursuant to rules of the SEC that
permit the Company to provide only managements report in this Annual Report.

(c) Change in Internal Control over Financial Reporting

There were no significant changes to our internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during our fourth fiscal quarter, that could materially affect, or
are reasonably likely to materially affect, our internal control over financial
reporting.

(d) Limitations on the Effectiveness of Internal Controls

Our management, including our Chief Executive Officer and our
Chief Financial Officer, does not expect that our disclosure controls and
procedures or our internal control over financial reporting are or will be
capable of preventing or detecting all errors or all fraud. Any control system,
no matter how well designed and operated, can provide only reasonable, not
absolute, assurance that the control systems objectives will be met. The design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs.
Further, because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that misstatements, due to
error or fraud will not occur or that all control issues and instances of fraud,
if any, within the company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that
breakdowns may occur because of simple error or mistake. Controls can also be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of controls. The design of any system of
controls is based in part on certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Projections of any
evaluation of controls effectiveness to future periods are subject to risk.

ITEM
9B.OTHER
INFORMATION

None.

20

---

PART III

ITEM
10.         DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE

Directors, Executive Officers, Promoters and Control Persons

The following individuals serve as the Directors and executive
officers of our Company. All Directors of our Company hold office until the next
annual meeting of our shareholders or until their successors have been elected
and qualified. The executive officers of our Company are appointed by our Board
of Directors and hold office until their death, resignation, or removal from
office:

Name
      Age
      Position Held with our Company
      Date First Elected or AppointedDr. Amnon Gonenne
    67
    President, Chief Executive Officer and Director
    July 7, 2008Dr. David S. Frank
    66
    Director
    April 26, 2009Gad Berdugo
    46
    Director
    September 24,
      2010Dr. Charles T. Tackney
    61
    Chief Scientific
      Officer
    December 2, 2010Ron Kalfus
    36
    Chief Financial
      Officer
    November 7, 2008


Business Experience

The following is a brief account of the education and business
experience during at least the past five years of each Director, executive
officer, and key employee of our Company, indicating the person's principal
occupation during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.

Dr. Amnon Gonenne, President, Chief Executive Officer, and
Director

Dr. Gonenne has more than twenty years experience in the
biotechnology field. He has held a number of top executive positions including
positions in regulatory affairs, supervision of international clinical trials,
serving as Vice-President of Corporate Development for Biotechnology General
Corp. in New York and serving as Chief Executive Officer of Immunotherapy Inc.
in New York. He has played a significant role in the successful registration and
licensing of several genetically engineered products in the United States,
Israel, and Japan. Between the years 2000 and 2002, he served as Chief Executive
Officer of a venture capital fund, Elscint Biomedical Investment (Israel), which
made major investments in Gamida Cell Ltd. (Israel), a leading stem cell
company. Since 2002, and prior to joining MabCure, Dr. Gonenne worked as an
independent bio-tech consultant for start-up companies.

Dr. Gonenne received his Doctorate degree in Biochemistry and
Biophysics from Syracuse University and completed his post-doctorate training at
the University of California, San Diego Medical School.

The Board has concluded that Dr. Gonenne should serve as a
Director of the Company because of his experience as one of the founders of the
Companys cancer therapy and detection business, his experience as the Companys
Chief Executive Officer, and his more than twenty years experience in the
biotechnology field.

Dr. David S. Frank, Director

Dr. Frank is the Managing Director of MEDx Associates, a
consulting company in the field of diagnostics. He also serves as the Chairman
of the Board of Nehora Photonics Ltd., a medical device company located in
Israel. From 2007-2010, Dr. Frank served as a faculty member at the LAHAV-Tel
Aviv University Graduate School of Business, where he taught Health Care
Technology courses for bioscience entrepreneurs. From 1995-2007, Dr. Frank was
the executive director of business development at Ortho-Clinical Diagnostics, a
Johnson & Johnson company.

21

---

Dr. Frank received his Doctorate degree in Biochemistry from
Cornell University.

The Board has concluded that Dr. Frank should serve as a
Director of the Company because of his rich background in working for clinical
diagnostics companies, his extensive knowledge of the bio-technology industry,
and his experience in bio-technology business development.

Gad Berdugo, Director

Mr. Berdugo is the Founder and Managing Partner of Explorium
Capital LLC, an investment management and advisory firm specializing exclusively
in the global healthcare and life sciences sectors, based in New York City. From
2001 to 2008, Mr. Berdugo was a Director at Lazard, Asset Management Division,
where he served as senior equity research analyst and sector leader within
Lazards centralized Global Equity Investment Research Platform. Prior to that,
Mr. Berdugo served as the Director of Global Business Development at Baxter
Healthcare, where he was responsible for domestic and international new business
development activities for Baxters $2 billion biopharmaceutical business. Mr.
Berdugo started his career at Abbott Diagnostics.

Mr. Berdugo holds an MBA from H.E.C. Graduate School of
Management in Paris, France (and participated in an exchange program with
Northwestern Universitys Kellogg School of Management) and a Master of Science
in Biochemical Engineering from University College London in England. Mr.
Berdugo earned his Bachelor of Science in Biotechnology from the Imperial
College of Science, Technology and Medicine, also in London, England.

The Board has concluded that Mr. Berdugo should serve as a
Director of the Company because of his extensive financial and strategic
analysis skills, based on his more than twenty years experience in investment
management, business development, and management.

Dr. Charles Tackney, Chief Scientific Officer

Dr. Tackney, is a scientific and business leader with diverse
experience in clinical medicine and new technology development, spanning the
areas of molecular biology, biotechnology and diagnostics. Since 2009, he has
served as the Chief Scientific Officer at NeuroMark Genomics, Inc. From 1997
through 2008, Dr. Tackney worked in various positions for the Ortho Clinical
Diagnostics unit of Johnson & Johnson, including, (i) Director, Diagnostic
Biomarker Evaluation Group, (ii) Scientific Director, Advanced Research &
Technology Assessment World Wide, (iii) Director, Prion Research Group, (iv)
Hepatitis Director, Worldwide Marketing, (v) Group Leader, Protein Engineering,
and (vi) Senior Scientist, Department of New Technology R&D. From 1994
through 1997, Dr. Tackney served as a consultant for Access BioResource. From
1985 through 1994, Dr. Tackney served as the Director of the Department of
Molecular Biology at ImClone Systems Inc.

Dr. Tackney earned his PhD in molecular genetics from the City
University of New York and was awarded a postdoctoral research fellowship from
the Damon Runyon Foundation at Columbia University College of Physicians and
Surgeons.

Ron Kalfus, Chief Financial Officer

Mr. Kalfus has over ten years experience in the finance and
accounting field. Prior to joining MabCure, Mr. Kalfus held various positions
with Toys "R" Us, Inc. from 2003 to 2007, being responsible the companys
financial reporting to the Securities and Exchange Commission and being
responsible for the Toys "R" Us divisions annual budget. Prior to joining Toys
"R" Us, Inc., Mr. Kalfus worked as an auditor for two large public accounting
firms, specializing in audits of medium-sized enterprises as well as public
companies.

Mr. Kalfus is a Certified Public Accountant, holds an MSc in
Accounting from Fairleigh Dickinson University, and a BBA in Finance from the
University of Georgia.

Board Leadership Structure

The Company has chosen to combine the principal executive
officer and Board chairman positions. The Company believes that this Board
leadership structure is the most appropriate for the Company for the following
reasons. First, the

22

---

Company is a development stage company and at this early stage,
it is more efficient to have the leadership of the Board in the same hands as
the principal executive officer of the Company. The challenges faced by the
Company at this stage obtaining financing and performing research and
development activities  are most efficiently dealt with by having one person
intimately familiar with both the operational aspects as well as the strategic
aspects of the Companys business. Second, Dr. Gonenne is uniquely suited to
fulfill both positions of responsibility because he possesses both the strategic
vision as well as the hands-on management experience that the Company needs to
execute its business plan.

Family Relationships

There are no family relationships among our Directors or
executive officers.

Involvement in Certain Legal Proceedings

None of our Directors, executive officers, promoters or control
persons has been involved in any of the following events during the past ten
years:

- any bankruptcy petition filed by or against any business of which such
  person was a general partner or executive officer either at the time of the
  bankruptcy or within two years prior to that time;
- any conviction in a criminal proceeding or being subject to a pending
  criminal proceeding (excluding traffic violations and other minor offences);
- being subject to any order, judgment, or decree, not subsequently reversed,
  suspended or vacated, of any court of competent jurisdiction, permanently or
  temporarily enjoining, barring, suspending or otherwise limiting his
  involvement in any type of business, securities or banking activities; or
- being found by a court of competent jurisdiction (in a civil action), the
  Securities and Exchange Commission or the Commodity Futures Trading Commission
  to have violated a federal or state securities or commodities law, and the
  judgment has not been reversed, suspended, or vacated.

Committees of the Board of Directors

At present, we do not have any committees of the Board of
Directors.

Code of Ethics

At present, we have not adopted a Code of Ethics applicable to
our principal executive, financial and accounting officers; however, we are
considering whether to implement such a Code in the near future.

Compliance with Section 16(a) of the Securities Exchange
Act

Section 16(a) of the Exchange Act requires our Directors,
executive officers and persons who own more than 10 percent of a registered
class of our equity securities to file with the SEC initial statements of
beneficial ownership, reports of changes in ownership and annual reports
concerning their ownership of our Common Shares and other equity securities, on
Forms 3, 4 and 5 respectively. Directors, executive officers and persons who own
more than 10 percent of a registered class of our equity securities are required
by the SEC regulations to furnish us with copies of all Section 16(a) reports
that they file.

Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that all filing requirements applicable to our Directors, executive officers,
and persons who own more than 10 percent of a registered class of our equity
securities were complied with.

23

---

Audit Committee

We do not presently have a separately constituted audit
committee or any other committees of our Board of Directors. Nor do we have an
audit committee financial expert. As such, our entire Board of Directors acts
as our audit committee.

Boards Role in Risk Oversight

The Board assesses on an ongoing basis the risks faced by the
Company. These risks include financial, technological, competitive, and
operational risks. The Board dedicates time at each of its meetings to review
and consider the relevant risks faced by the Company at that time. In addition,
since the Company does not have an Audit Committee, the entire Board is also
responsible for the assessment and oversight of the Companys financial risk
exposures.

ITEM
11.         EXECUTIVE COMPENSATION

The particulars of compensation paid to the following persons
during the fiscal period ended December 31, 2010, are set out in the summary
compensation table below:

- our Chief Executive Officer (Principal Executive Officer);
- our Chief Financial Officer (Principal Financial Officer);
- each of our three most highly compensated executive officers, other than
  the Principal Executive Officer and the Principal Financial Officer, who were
  serving as executive officers at the end of the fiscal year ended December 31,
  2010; and
- up to two additional individuals for whom disclosure would have been
  provided under the item above but for the fact that the individual was not
  serving as our executive officer at the end of the fiscal year ended December
  31, 2010;

(Collectively, the Named Executive
Officers):

SUMMARY COMPENSATION
        TABLEName
      Year
      Salary ($)
      Bonus ($)
      Stock Awards ($)
      Option Awards
        ($)
      Non-Equity Incentive Plan
        Compensation ($)
      Nonqualified Deferred Compensation Earnings ($)
      All Other Compensation
        ($)
      Total ($)Dr. Amnon
        Gonenne(1)
      2010 
        2009
      168,000 
        168,000
      0 
        0
      0 
        0
      0 
        0
      0 
        0
      0 
        0
      5,976(7)
        6,276(7)
      173,976 
        174,276Ron Kalfus(2)
      2010 
        2009
      96,000 
        96,000
      0 
        0
      0 
        0
      0 
        146,941(5)
      0 
        0
      0 
        0
      0 
        0
      96,000 
        242,941Dr. Charles T. 
        Tackney(3)
      2010
      3,014
      0
      0
      0(6)
      0
      0
      0
      3,014Dr. Elisha Orr(4)
      2010 
        2009
      96,063 
        141,396
      0 
        0
      0 
        0
      0 
        0
      0 
        0
      0 
        0
      13,146(8)
        13,807(8)
      109,209
        155,203


Notes:

|(1) | Dr. Gonenne has been our President, Chief Executive
      Officer (Principal Executive Officer), and a Director since July 7,
      2008.                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Kalfus has been our Chief Financial Officer
      (Principal Financial Officer) since November 7, 2008.                                                                                                                                                                  
|(3) | Dr. Tackney has been our Chief Scientific Officer since
      December 2, 2010.                                                                                                                                                                                              
|(4) | Dr. Orr was our Chief Scientific Officer from July 7,
      2008 until his termination on December 2, 2010, and was a Director from
      October 14, 2010 until his resignation from the Board on November 30,
      2010.                                                  
|(5) | In 2009, Mr. Kalfus was granted 180,000 options to
      purchase a like number of shares of common stock.                                                                                                                                                                   
|(6) | Pursuant to Dr. Tackneys employment agreement, the
      Company undertook to grant Dr. Tackney 200,000 options to purchase a like
      number of shares of common stock, but as of December 31, 2010 the Board
      had yet to formally grant the options to Dr.
Tackney.

24

---

|(7) | Represents rent paid for Dr. Gonennes personal
      residence.
|--- | ----------------------------------------------------------------
|(8) | Represents rent paid for Dr. Orrs personal
    residence.      

Stock option grants

The following table sets forth information as of December 31,
2010 concerning unexercised options, unvested stock and equity incentive plan
awards for the executive officers named in the Summary Compensation Table.

Name
    Number of Securities Underlying
      Unexercised Options (#) Exercisable
    Number of Securities Underlying
      Unexercised Options (#) Unexercisable
    Equity Incentive Plan Awards: Number of
      Securities Underlying Unexercised Unearned Options (#)
    Option Exercise Price ($)
    Option Expiration DateRon Kalfus
    120,000
    60,000(1)
    0
    $0.87
    August 10, 2014


|(1) | These 60,000 unexercisable options will vest and become
      exercisable on August 10, 2011.
|--- | ---------------------------------------------------------------------------------------------

Employment Contracts and Termination of Employment
Agreements

As of July 7, 2008, we entered into an employment agreement
with Dr. Amnon Gonenne, pursuant to which Dr. Gonenne serves as our President
and Chief Executive Officer. In consideration for his services, we pay him an
annual salary of $168,000, plus such benefits and bonuses as are set out in his
employment agreement. The term of the agreement is for an indefinite period and
may be terminated with or without cause, according to the terms of the
agreement.

As of November 7, 2008, we entered into an employment agreement
with Mr. Ron Kalfus, pursuant to which Mr. Kalfus serves as our Chief Financial
Officer. In consideration for his services, we pay him an annual salary of
$96,000, plus such benefits as are set out in his employment agreement. The term
of the agreement is for an indefinite period and may be terminated with or
without cause, according to the terms of the agreement.

We entered into an employment agreement with Dr. Charles T.
Tackney, effective as of December 2, 2010, pursuant to which Dr. Tackney serves
as our Chief Scientific Officer. In consideration for his services, we pay him
an annual salary of $100,000, plus such benefits as are set out in his
employment agreement. The term of the agreement is for an indefinite period and
may be terminated with or without cause, according to the terms of the
agreement.

On December 2, 2010, Dr. Orrs Management Services Agreement
was terminated and he no longer has a services relationship with the Company.

There are currently no arrangements or plans in which we
provide pension, retirement or similar benefits for our Directors and officers;
however our Board of Directors may approve any such plan at any time in their
discretion, in which case Dr. Gonenne, Dr. Tackney, and Mr. Kalfus will
participate in such plans. We currently do not have any material bonus or profit
sharing plans pursuant to which cash or non-cash compensation is or may be paid
to our Directors or officers, except that we have agreed that each of Dr.
Tackney and Dr. Gonenne are eligible to receive an annual discretionary bonus
and that stock options may be granted at the discretion of our Board in the
future.

We have no plans or arrangements in respect of remuneration
received or that may be received by the officers to compensate such officers in
the event of termination of employment (as a result of resignation, retirement,
change of control) or a change of responsibilities following a change of
control, with the exception of a severance payment of one months salary for
every full year of service. The Company has also undertaken to grant stock
options to its employees, and the options to be granted will vest in the event
of a change in control of the Company.

Director Compensation

Our Board of Directors has adopted that each director of the
Company receive: (i) a $4,000 annual payment for services rendered as a
Director; (ii) an additional $8,000 annual payment for serving on one or more
committees of the Board; and (iii) reimbursement for any reasonable expenses
incurred in the performance of the duties and functions of a director.

25

---

During 2010 and 2009, we paid $9,333 and $2,000, respectively,
to directors of the Company and owe an additional $5,666 and $6,333,
respectively, for the services of our directors during 2010 and 2009.

DIRECTOR COMPENSATION TABLE FORFISCAL
        2010Name
      Feesearned orpaid incash($)
      StockAwards($)
      OptionAwards($)
      Non-EquityIncentive
        PlanCompensation($)
      Change inPension ValueNonqualifiedDeferredCompensationEarnings($)
      All OtherCompensation($)
      Total($)Itshak Zivan(1)
      3,667
      0
      0
      0
      0
      0
      3,667Dr. David S. Frank
      4,000
      0
      0
      0
      0
      0
      4,000Gad Berdugo
      1,000
      0
      50,748(2)
      0
      0
      0
      51,748


Notes:

| | (1) | Mr. Zivan resigned from the Board of Directors of MabCure
      on November 30, 2010.                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | In 2010, Mr. Berdugo was granted 120,000 options to
      purchase a like number of shares of common stock, which options will fully
      vest on September 24, 2011.

|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT ANDRELATED STOCKHOLDER MATTERS
|-------- | ---------------------------------------------------------------------------------------------------

Beneficial Ownership of Holdings

The following table sets forth, as of March 31, 2011, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5 percent of our
common stock, as well as by each of our current Directors and executive officers
as a group. Each person has sole voting and investment power with respect to the
shares of common stock, except as otherwise indicated. Beneficial ownership
consists of a direct interest in the shares of common stock, except as otherwise
indicated.

Name and Addressof Beneficial Owner
      Title of Class
      Amount and Nature ofBeneficial
      Ownership(1)
      Percentage of Class(2)Indigoleaf Associates Ltd.(3)Unit 6  The
      Court Yard Gaulby Lane, Stoughton Leicester, United Kingdom LE2
      2FL
    Common Stock
    25,638,400(4)
    40.7%Dr. Amnon Gonenne De Schiervellaan 3/B1 3500
      Hasselt, Belgium
    Common Stock
    6,409,600
    10.2%Ron Kalfus(7)
    Common Stock
    120,000(5)
    <1.00%Dr. Charles T. Tackney
    N/A
    0
    0.00%David Frank
    Common Stock
    120,000(6)
    <1.00%Gad Berdugo
    N/A
    0
    0.00%Directors and Executive Officers as a Group (5 people)
    Common Stock
    6,649,600
    10.51%Directors and Executive Officers and 5% Stockholders as
      a Group
    Common Stock
    32,288,000
    46.82%


Notes:

| | (1) | Except as otherwise indicated, we believe that the
      beneficial owners of the common stock listed above, based on information
      furnished by such owners, have sole investment and voting power with
      respect to such shares, subject to community property laws where
      applicable. Beneficial ownership is determined in accordance with the
      rules of the Securities and Exchange Commission
and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26

---

| |     | generally includes voting or investment power with
      respect to securities. Shares of common stock subject to options or
      warrants currently exercisable, or exercisable within 60 days, are deemed
      outstanding for purposes of computing the percentage ownership of the
      person holding such option or warrants, but are not deemed outstanding for
      purposes of computing the percentage ownership of any other person. Unless
      otherwise indicated, the address of each person listed is c/o MabCure
      Inc., 760 Parkside Avenue #208, Brooklyn, New York 11226.                                                                                                   
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (2) | Based on 62,999,841 shares of common stock issued and
      outstanding as of March 31, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (3) | Dr. Elisha Orr, our former Chief Scientific Officer, is
      the sole shareholder of Indigoleaf Associates Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (4) | We issued 25,638,400 restricted Common Shares to
      Indigoleaf Associates Ltd. pursuant to the asset purchase agreement dated
      January 10, 2008, subject to escrow and other conditions. All of these
      shares were held in escrow for a period of two years from July 7, 2008. At
      the end of the two-year period, 30 percent of the shares may be released
      to Indigoleaf without our prior consent. However, 70 percent of
      Indigoleaf's shares must be held in escrow for an additional year, and may
      not be sold, pledged or optioned during this time, to secure against its
      intellectual property representations under the asset purchase
      agreement.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (5) | We issued 180,000 options to Ron Kalfus, of which 120,000
      have vested and are exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (6) | We issued 120,000 options to David Frank, all of which
      have vested and are exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change of control of our
Company.

Equity Compensation Plan Information

Plan
      category
      Number of securities to be
      issued upon exercise of outstanding options,
      warrants and rights (a)
      Weighted-average
      exercise price of outstanding options,
      warrants and rights (b)
      Number of securities remaining
      available for future issuance under equity
      compensation plans (excluding securities reflected
      in column (a)) (c)Equity compensation plans approved by
      security holders
    660,000
    0.75
    5,374,800Equity compensation plans not approved by
      security holders
    0
    0
    0Total
    660,000
    0.75
    5,374,800


|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
      DIRECTOR INDEPENDENCE.
|-------- | --------------------------------------------------------------------------------

Since the beginning of the fiscal year preceding the last
fiscal year and except as disclosed below, none of the following persons has had
any direct or indirect material interest in any transaction to which our Company
was or is a party, or in any proposed transaction to which our Company proposes
to be a party:

- any Director or officer of our Company;
- any proposed Director of officer of our Company;
- any person who beneficially owns, directly or indirectly, shares carrying
  more than 5 percent of the voting rights attached to our common stock; or

27

---

- any member of the immediate family of any of the foregoing persons
  (including a spouse, parents, children, siblings, and in-laws).

As of December 31, 2010, we owed to certain of our directors
and officers $10,629 for various working capital loans received by us through
December 31, 2010. The loans are unsecured, non-interest bearing, and have no
terms for repayment.

On April 2, 2009, we entered into an amendment to the January
10, 2008, asset purchase agreement, pursuant to which the parties corrected the
asset purchase agreement to reflect the original intention of the parties that
the 6,409,600 shares of our common stock that had been issued to Dr. Gonenne had
been issued to Dr. Gonenne as founders shares in consideration for his being one
of the founders of our cancer therapy and detection business. The amendment to
the asset purchase agreement provided that up to 75 percent of the shares issued
to Dr. Gonenne, i.e., up to 4,807,200 shares of our common stock, are
subject to a lapsing repurchase right that may be exercised by us in the event
Dr. Gonennes employment agreement with us is terminated within 18 months of
July 7, 2008. The 4,807,200 shares of our common stock subject to the lapsing
repurchase right shall be released from such right in three 6-month intervals,
such that 1/3 of the shares (i.e. 1,602,400 shares) shall be released
from the lapsing repurchase right at the end of each 6-month interval, provided
that at each respective 6-month interval Dr. Gonenne continues to be retained by
us pursuant to his employment agreement. All of the 4,807,200 shares of common
stock shall be released from the lapsing repurchase right and no longer subject
thereto upon the expiration of a continuous period of employment of 18 months
from July 7, 2008.

Dr. Amnon Gonenne is not an Independent Director of the Company
as he is an executive officer. Dr. David S. Frank and Mr. Gad Berdugo are
Independent Directors. The determination of independence of Directors has been
made using the definition of "Independent Director" contained under Nasdaq
Marketplace Rule 4200(a)(15).

ITEM
14.         PRINCIPAL ACCOUNTING
FEES AND SERVICES

Audit Fees

We had two independent registered public accounting firms:

From November 3, 2008 through March 9, 2011, our principal
independent accountant was Etania Audit Group, P.C. (Etania) (formerly known
as Davis Accounting Group). Etania audited the Companys December 31, 2009
financial statements and reviewed the quarters ended March 31, 2010 and 2009,
June 30, 2010 and 2009 and September 30, 2010 and 2009. The Securities and
Exchange Commission recently advised us that Etania was not duly licensed when
it issued its audit opinion on the Companys financial statements included in
the Companys annual reports on Form 10-K for the years ended December 31, 2009
and 2008. Accordingly, these financial statements are not considered to be
audited.

Thereafter, we engaged Rotenberg Meril Solomon Bertiger &
Guttilla, P.C. (Rotenberg Meril) for the audit of the year ended December 31,
2010 as well as the audits of the years ended December 31, 2009 and 2008.

The aggregate fees billed or billable for each of the last two
fiscal years for professional services rendered by the principal account for the
audit of our financial statements and review of financial statements included in
our quarterly Reports on Form 10-Q and services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:

December 31, 2010(1)
      December 31, 2009(2)Audit Fees
    $36,000
    $33,000Audit Related Fees
    0
    0Tax Fees
    $500
    $1,250All Other Fees
    0
    0


Notes:

28

---

| | (1) | For the year ended December 31, 2010, audit fees to
      Rotenberg Meril totaled $21,000 and $15,000 to Etania. Tax fees to Etania
      totaled $500.  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | For the year ended December 31, 2009, audit fees to
      Rotenberg Meril totaled $21,000 and $12,000 to Etania. Tax fees to Etania
      totaled $1,250.

In each of the last two fiscal years ended December 31, 2010
and 2009, there were no fees billed for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
or review of our financial statements and are not reported under Item 9(e)(1) of
Schedule 14A, for professional services rendered by the principal account for
tax compliance, tax advice, and tax planning, for products and services provided
by the principal accountant, other than the services reported in Item 9(e)(1)
through 9(d)(3) of Schedule 14A.

Audit Committee Pre-Approval of Audit and Permissible
Non-Audit Services of Independent Auditors

Given the small size of our Board as well as the limited
activities of our Company, our Board of Directors acts as our Audit Committee.
Our Board pre-approves all audit and permissible non-audit services. These
services may include audit services, audit-related services, tax services, and
other services. Our Board approves these services on a case-by-case basis.

29

---

PART IV

ITEM
15.         EXHIBITS, FINANCIAL
STATEMENT SCHEDULES

(a)Financial Statements and
financial statement schedules

(1) and (2) The financial statements
and financial statement schedules required to be filed as part of this report
are set forth in Item 8 of Part II of this report.

(3) Exhibits. See Item 15(b) below.

(b)Exhibits required by Item 601
of Regulation S-K

|Exhibit No. | Description                                                                                                                                                                                                                     
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                                 
|3.1         | Articles of
        Incorporation (incorporated by reference from our Registration Statement
        on Form SB-2 filed on March 8, 2007).                                                                                      
|            |                                                                                                                                                                                                                                 
|3.2         | Bylaws (incorporated
        by reference from our Registration Statement on Form SB-2 filed on March
        8, 2007).                                                                                                         
|            |                                                                                                                                                                                                                                 
|3.3         | Certificate
        of Change (incorporated by reference from our Quarterly Report on Form
        10-QSB filed on November 20, 2007).                                                                                          
|            |                                                                                                                                                                                                                                 
|3.4         | Certificate
        of Correction (incorporated by reference from our Quarterly Report on
        Form 10-QSB/A filed on November 23, 2007).                                                                                    
|            |                                                                                                                                                                                                                                 
|3.5         | Articles of
        Merger (incorporated by reference from our Current Report on Form 8-K
        filed on January 24, 2008).                                                                                                   
|            |                                                                                                                                                                                                                                 
|10.1        | Asset Purchase
        Agreement dated January 10, 2008 with Indigoleaf Associates Ltd. and Dr.
        Amnon Gonenne (incorporated by reference from our Current Report on Form
        8-K filed on July 10, 2008).           
|            |                                                                                                                                                                                                                                 
|10.1.1      | Amendment to
        Asset Purchase Agreement with Indigoleaf Associates Ltd. and Dr. Amnon
        Gonenne dated April 2, 2009 (incorporated by reference from our Annual
        Report on Form 10-K filed on April 10, 2009).
|            |                                                                                                                                                                                                                                 
|10.2        | Escrow Agreement
        dated July 7, 2008 with Dr. Amnon Gonenne (incorporated by reference from
        our Current Report on Form 8-K filed on July 10, 2008).                                                              
|            |                                                                                                                                                                                                                                 
|10.2.1      | Amendment to
        Escrow Agreement with Dr. Amnon Gonenne dated April 2, 2009 (incorporated
        by reference from our Annual Report on Form 10-K filed on April 10, 2009).                                               
|            |                                                                                                                                                                                                                                 
|10.3        | Employment Agreement
        dated July 7, 2008 with Dr. Amnon Gonenne (incorporated by reference from
        our Current Report on Form 8-K filed on July 10, 2008).                                                          
|            |                                                                                                                                                                                                                                 
|10.3.1      | Amendment to
        Employment Agreement with Dr. Amnon Gonenne dated April 2, 2009 (incorporated
        by reference from our Annual Report on Form 10-K filed on April 10, 2009).                                           
|            |                                                                                                                                                                                                                                 
|10.4        | Management Services
        Agreement effective as of January 1, 2009 with Dr. Elisha Orr (incorporated
        by reference from our Annual Report on Form 10-K filed on March 24, 2010).                                      
|            |                                                                                                                                                                                                                                 
|10.5        | Employment Agreement
        dated November 7, 2008 with Mr. Ron Kalfus (incorporated by reference
        from our Quarterly Report on Form 10-Q filed on November 19, 2008).                                                  
|            |                                                                                                                                                                                                                                 
|10.6*       | Employment
        Agreement dated December 2, 2010 with Dr. Charles Tackney.                                                                                                                                                   
|            |                                                                                                                                                                                                                                 
|10.7        | Director Agreement
        dated April 17, 2009 with David S. Frank (incorporated by reference from
        our Quarterly Report on Form 10-Q filed on May 13, 2009)                                                            

30

---

|10.8* | Director
        Agreement dated September 24, 2010 with Gad Berdugo.                                                                                                                                                               
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                     
|10.9  | Loan Agreement
        by and between Registrant and Chrysler Enterprises Ltd. dated September
        2, 2009 (incorporated by reference from our Current Report on Form 8-K
        filed on September 17, 2009).                 
|      |                                                                                                                                                                                                                                     
|10.10 | Conversion Agreement
        by and between Registrant and Chrysler Enterprises Ltd. executed March
        5, 2010 (incorporated by reference from our Current Report on Form 8-K
        filed on March 8, 2010).                 
|      |                                                                                                                                                                                                                                     
|10.11 | Subscription
        Agreement by and between Registrant and investor executed March 5, 2010
        (incorporated by reference from our Current Report on Form 8-K filed on
        March 8, 2010).                                
|      |                                                                                                                                                                                                                                     
|10.12 | Amendment to
        the Subscription Agreement with Paramount Trading Company signed on September
        17, 2010 (incorporated by reference from our Current Report on Form 8-K
        filed on September 20, 2010).            
|      |                                                                                                                                                                                                                                     
|10.13 | Investment Agreement,
        dated as of January 18, 2011, between Registrant and Centurion Private
        Equity, LLC (incorporated by reference from our Current Report on Form
        8-K filed on January 20, 2011).         
|      |                                                                                                                                                                                                                                     
|10.14 | Registration
        Rights Agreement, dated as of January 18, 2011, between Registrant and
        Centurion Private Equity, LLC (incorporated by reference from our Current
        Report on Form 8-K filed on January 20, 2011  
|      |                                                                                                                                                                                                                                     
|10.15 | Securities Purchase
        Agreement, dated as of January 18, 2011, between Registrant and Centurion
        Private Equity, LLC (incorporated by reference from our Current Report
        on Form 8-K filed on January 20, 2011).
|      |                                                                                                                                                                                                                                     
|10.16 | Debenture dated
        as of January 18, 2011, between Registrant and Centurion Private Equity,
        LLC (incorporated by reference from our Current Report on Form 8-K filed
        on January 20, 2011).                     
|      |                                                                                                                                                                                                                                     
|21*   | Subsidiaries
        of the Registrant                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                     
|31.1* | Section
        302 Certification of the Sarbanes-Oxley Act of 2002 of Dr. Amnon Gonenne                                                                                                                                            
|      |                                                                                                                                                                                                                                     
|31.2* | Section
        302 Certification of the Sarbanes-Oxley Act of 2002 of Ron Kalfus                                                                                                                                                   
|      |                                                                                                                                                                                                                                     
|32.1* | Section
        906 Certification of the Sarbanes-Oxley Act of 2002 of Dr. Amnon Gonenne                                                                                                                                            
|      |                                                                                                                                                                                                                                     
|32.2* | Section
        906 Certification of the Sarbanes-Oxley Act of 2002 of Ron Kalfus                                                                                                                                                   

*Filed herewith

31

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

MABCURE, INC.(Registrant)

|By: | /s/Dr. Amnon Gonenne                             | 
|--- | ------------------------------------------------ | 
|    | Name: Dr. Amnon Gonenne                          | 
|    | Title: President, Chief Executive
      Officer  | 
|    | (Principal Executive Officer) and
      Director | 

Dated: April 15, 2011

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

|By:    | /s/
      Dr. Amnon Gonenne                |  | By: | /s/
      Ron Kalfus                     
|------ | ------------------------------------------ |  | --- | -----------------------------------------
|       | Name: Dr. Amnon Gonenne                    |  |     | Name: Ron Kalfus                         
|       | Title: President, Chief Executive Officer  |  |     | Title: Chief Financial Officer (Principal
|       | (Principal Executive Officer) and Director |  |     | Financial and Accounting Officer)        
|       |                                            |  |     |                                          
|Dated: | April 15, 2011                             |  |     |                                          
|       |                                            |  |     |                                          
|       |                                            |  |     |                                          
|By:    | /s/
      Dr. David S. Frank               |  | By: | /s/
      Gad Berdugo                    
|       | Name: Dr. David S. Frank                   |  |     | Name: Gad Berdugo                        
|       | Title: Director                            |  |     | Title: Director                          
|       |                                            |  |     |                                          
|Dated: | April 15, 2011                             |  |     |                                          

32

---