Item 1A. Risk Factors

Inapplicable to smaller reporting companies.

Item 2. Financial Information

Critical Accounting Policies and Estimates

Use of estimates. In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These accounts and estimates include, but are not limited to, the valuation of accounts receivable, inventories, deferred income taxes and the estimation on useful lives of property, plant and equipment. Actual results could differ from those estimates.

Recent Accounting Policies

See financial statements for a discussion of applicable recent accounting pronouncements.

Plan of Operations

We had a loss from operations for the period September 1, 2014 (inception) to June 30, 2015 of $17,283, primarily consisting of costs related to the reorganization. It is expected that for the year ended June 30, 2016, our general and administrative expenses, including liability and hull insurance, will range from $40,000 to $50,000; we will spend up to $10,000 in marketing and promotion, primarily in design and printing of brochures, and will spend an additional $40,000 in repairs, maintenance, insurance, and acquisition of hydrofoil sailboats. Our expense level is about $4,100 per month even if we have no excursions. Our level of sales and the corresponding cost for crew cannot be predicted at this time but crew costs will be an estimated $200 to $500 per day. The minimum wage in Antigua is about $3.00 per hour, but skilled sailing crew can usually be hired for $10 to $25 per hour. The total amount of crew costs will depend on sales. We understand that $200 per person per day, with a $600 per day minimum, plus fuel, will be our standard sales price; however, we expect that out typical customer will charter for no less than one week. Azzurra can carry up to 6 passengers. If the Company is unable to increase its sales substantially, such annual cash needs will continue and will need to be funded by offerings of our securities or by contributions of our officer and director. To date, since we have been able to rely on the financial contributions of our officer and director, we maintain a minimal amount of cash in our bank account.

The officer and director has provided all other funds to date for our operations of the Company. The Company issued 120,300 shares of its common stock in exchange for $11,223 of amounts due him, and he forgave $5,917 of other amounts due him which has been reflected as a contribution of capital. The officer and director has indicated that he is willing to continue to provide funds until at least the end of fiscal 2016, but is under no legal obligation to do so. As of November 12, 2015, we had cash on hand of approximately $4,000.

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There can be no assurance that our efforts to implement our business plan will be successful or that we will obtain revenues or profitability.

Information included in this report includes forward looking statements, which can be identified by the use of forward-looking terminology such as may, expect, anticipate, believe, estimate, or continue, or the negative thereof or other variations thereon or comparable terminology. Statements and disclaimers in this report constitute cautionary statements identifying important factors, including risks and uncertainties, relating to the forward-looking statements that could cause actual results to differ materially from those reflected in the forward-looking statements.

 Our activities have mostly been devoted to seeking capital; and development of a business plan.  Our auditors have included an explanatory paragraph in their report on our financial statements, relating to the uncertainty of our business as a going concern, due to our lack of operating history or current revenues, its nature as a start up business, management's limited experience and limited funds.  We do not believe that conventional financing, such as bank loans, is available to us due to these factors.  We have no bank line of credit available to us.  Management believes that it will be able to raise the required funds for operations from one or more future offerings, in order to effect our business plan.

Our future operating results are subject to many facilities, including:

o     our success in obtaining charter customers;

o     our ability to provide exciting sailing adventures;

o     our ability to obtain additional financing; and

o     other risks which we identify in future filings with the SEC.

Any or all of our forward looking statements in this prospectus and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward looking statement can be guaranteed. In addition, we undertake no responsibility to update any forward-looking statement to reflect events or circumstances which occur after the date of this prospectus.

Contractual Obligations and Off-Balance Sheet Arrangements

We do not have any contractual obligations or off balance sheet arrangements.

Item 3. Properties

We do not own any real property. We are provided the use of shared office space with our executive officer and director.

Item 4. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information relating to the beneficial ownership of Company common stock as of the date of this registration statement by (i) each person known by Shika Dam to be the beneficial owner of more than 5% of the outstanding shares of common stock, and (ii) each of Shika Dam' directors and executive officers.  Unless otherwise noted below, Shika Dam believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.  For purposes hereof, a person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from the date hereof upon the exercise of warrants or options or the conversion of convertible securities.  Each beneficial owner's percentage ownership is determined by assuming that any warrants, options or convertible securities that are held by such person (but not those held by any other person) and which are exercisable within 60 days from the date hereof, have been exercised.

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Name

Common Stock

Percentage

Jehu Hand(1)

714,981

78.9%

All officers and

directors as a group

(1 person)

714,981

78.9%

(1)

Address is c/o the Company.

Item 5. Directors and Executive Officers

The sole member of the Board of Directors of Shika Dam serves until the next annual meeting of stockholders, or until his successors have been elected.  The executive officer serves at the pleasure of the Board of Directors.  The following is the director and executive officer of Shika Dam.

Jehu Hand, age 59, has been engaged in corporate and securities law practice doing business as Hand & Hand or under professional corporations named Hand & Hand since 1994.  He is licensed with the California State Bar.  From January 1992 to December 1992 he was the Vice President-Corporate Counsel and Secretary of Biolase Technology, Inc., which designs, manufactures and markets dental lasers and endodontics equipment.  He was a director of Biolase from February 1992 to February 1993.  From January to October, 1992 Mr. Hand was Of Counsel to the Law Firm of Lewis, D'Amato, Brisbois & Bisgaard.  From January 1991 to January 1992 he was a shareholder of McKittrick, Jackson, DeMarco & Peckenpaugh, a law corporation.   From January to December 1990 he was a partner of Day, Campbell & Hand, and was an associate of its predecessor law firm from July 1986 to December 1989.  From 1984 to June 1986 Mr. Hand was an associate attorney with Schwartz, Kelm, Warren & Rubenstein in Columbus, Ohio.  Jehu Hand received a J.D. from New York University School of Law and a B.A. from Brigham Young University. In 2014, Mr. Hand graduated from the Eugene Dupuch School of Law in Nassau, Bahamas, and received a Legal Education Certificate. He intends to apply to be called the bar in the British Commonwealth Caribbean.  From 1992 to 2010, he was a registered principal (Series 7, 24 and 63) of Jackson, Kohle & Co., a broker-dealer and member of the Financial Industry Regulatory Authority.    He devotes 10 hours per week to the Company’s business off season and about 80% during the season (November to May).

Item 6. Executive Compensation

Mr. Hand is not receiving any regular compensation, cash or otherwise, for his services until such times as revenues are forthcoming. He is the sole director.  There is no option or non-cash compensation plan at this time.  No amounts are paid or payable to directors for acting as such. In the year ended June 30, 2015, Shika Dam had one board of directors meeting. No Board committees have been established. Due to the small size of Shika Dam’s operations, the entire Board of Directors functions as the audit committee; Mr. Hand is a “financial expert” as defined in Regulation S-K 407. We have no independent director.

The following table sets forth the compensation of the Company's sole executive officer for the year ended June 30, 2015.

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Item 7. Certain Relationships and Related Transactions, and Director Independence

The officer and director contributed $310,908 through May 28, 2015 in cash to the Company for acquisition and refit of Azzurra, in exchange for 594,152 shares of common stock. The officer and director also advanced $11,118 for costs related to the reorganization through June 30, 2015 for 120,030 shares of common stock and an additional $5,917 from May 29, 2015 to June 30, 2015 as  a contribution to capital.

The Company does not have any independent directors. Since the Company’s Common Stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination.

Under NASDAQ Listing Rule 5605(a)(2), an "independent director" is a "person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director."

We do not currently have a separately designated audit, nominating or compensation committee and cannot forecast when we will have such committees.

Item 8. Legal Proceedings.

Shika Dam is not a party to any pending legal proceeding. On May 21, 2015, Jehu Hand was appointed as custodian of Mabcure Inc. in Nevada District Court case number A-15-716907-B. In the application for custodianship, Mr. Hand informed the court regarding the Company’s business plan and its intent to file a Form 10. As custodian, Mr. Hand is required to report periodically to the Nevada District Court regarding the affairs of Shika Dam. Upon effectiveness of this Form 10, Mr. Hand intends to request that the custodianship and the oversight of the Nevada District Court be terminated.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity

Shika Dam’s common stock has been assigned the symbol MBCI and is quoted on the OTC Pink trading tier. A name change and 1-for-1000 reverse stock split are pending with FINRA. On November 5, 2015, FINRA notified the Company that it was declining to process the corporate action on the basis that Mabcure's Annual Report for the year ended December 31, 2011 was not complete. According to FINRA's Department of Market Operations, the incomplete 10-K "has raised concerns for FINRA regarding the protection of investors and the transparency in the marketplace as it relates to the proposed corporate action request." The Company has duly appealed FINRA's decision, but has not yet been informed of the date on which FINRA's Uniform Practice Code Committee will hear the appeal. In the Company's view, the Department of Market Operations did not make its decision in accordance with FINRA Rule 6490. In the event the Committee does not reverse FINRA's decision, the Company intends to appeal the UPCC's denial to the Securities and Exchange Commission. Until, if ever, the UPCC or the Commission reverses FINRA's decision, there may be confusion in the marketplace with respect to the name of the Company as compared to the name and symbol it is trading under, and the difference between the accounting records of the Company as to the number of outstanding shares and the earnings/loss per share, compared to the public market. This is because, pursuant to corporate law, and the Company's internal records, and this report,  reflect the reverse split on May 28, 2015. This could adversely affect the liquidity of our common stock. A copy of FINRA's deficiency letter and the Company's appeal will be filed as an exhibit to this Form 10. Trading is sporadic and irregular and there is no regular trading market. As of June 30, 2105, there were approximately 20 record holders of common stock. The following table provides historical trading information as adjusted for the reverse stock split. Prices do not reflect retail mark-downs and commissions and may not reflect actual transactions.

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Item 10. Recent Sales of Unregistered Securities.

The Company issued 1 share to its founder, Jehu Hand, upon founding of Shika Dam Limited (UK) on September 1, 2014 for incorporation costs of $115; 594,951 shares in May 2015 in exchange for the 1 outstanding share of Shika Dam, Limited, the UK corporation which owns Azzurra. Shika Dam Limited (UK)'s cost basis in Azzurra at the time was $309,178 in cash. In addition, Mr. Hand was issued 120,029 shares for costs advanced of $11,118 in May 2015. These transactions by were exempt under section 4(2) of the Securities Act of 1933 as one not involving any public solicitation or public offering, and was also exempt under Section 4(6) as an offering solely to accredited investors not involving any public solicitation or public offering. Mr. Hand  is considered to be an accredited persons based on their status as director and executive officer of Shika Dam. On May 26, 2015, the Company issued 66,106 shares to the former shareholders of Mabcure Inc. in a transaction exempt from registration because it did not involve any offer or sale, pursuant to Securities Act Rule 145.

Item 11. Description of  Registrant’s Securities to be Registered.

Common Stock

Shika Dam's Articles of Incorporation authorize the issuance of 490,000,000 number of shares of common stock, $.0001 par value per share, of which 781,087 shares were outstanding as of June 30, 2015.    Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockhol­ders.  Holders of common stock have no cumulative voting rights.  Holders of shares of common stock are entitled to share ratably in dividends, if any, as may be declared, from time to time by the Board of Directors in its discretion, from funds legally available therefore.  In the event of a liquidation, dissolution or winding up of Shika Dam, the holders of shares of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities and the liquidation preference to holders of Preferred Stock.  Holders of common stock have no preemptive rights to purchase Shika Dam's common stock.  There are no conversion rights or redemption or sinking fund provisions with respect to the common stock.

Meetings of stockholders may be called by the board of directors, the chairman of the board, the president, or by one or more holders entitled to cast in the aggregate not less than 20% of the votes at the meeting.  Holders of a majority of the shares outstanding and entitled to vote at the meeting must be present, in person or by proxy, for a quorum to be present to enable the conduct of business at the meeting.

Preferred Stock

Shika Dam's Articles of Incorporation authorizes the issuance of 10 million shares of preferred stock, $.0001 par value, of which no shares of Preferred Stock are outstanding.

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Shika Dam's Board of Directors has authority, without action by the shareholders, to issue all or any portion of the authorized but unissued preferred stock in one or more series and to determine the voting rights, preferences as to dividends and liquidation, conversion rights, and other rights of such series.  Shika Dam considers it desirable to have preferred stock available to provide increased flexibility in structuring possible future acquisitions and financings and in meeting corporate needs which may arise.  If opportunities arise that would make desirable the issuance of preferred stock through either public offering or private placements, the provisions for preferred stock in Shika Dam's Articles of Incorporation would avoid the possible delay and expense of a shareholder's meeting, except as may be required by law or regulatory authorities.  Issuance of the preferred stock could result, however, in a series of securities outstanding that will have certain preferences with respect to dividends and liquidation over the common stock which would result in dilution of the income per share and net book value of the common stock.  Issuance of additional common stock pursuant to any conversion right which may be attached to the terms of any series of preferred stock may also result in dilution of the net income per share and the net book value of the common stock.  The specific terms of any series of preferred stock will depend primarily on market conditions, terms of a proposed acquisition or financing, and other factors existing at the time of issuance.  Therefore, it is not possible at this time to determine in what respect a particular series of preferred stock will be superior to Shika Dam's common stock or any other series of preferred stock which Shika Dam may issue.  The Board of Directors may issue additional preferred stock in future financings, but has no current plans to do so at this time.

The issuance of Preferred Stock could have the effect of making it more difficult for a third party to acquire a majority of the outstanding voting stock of Shika Dam.

Shika Dam intends to furnish holders of its common stock annual reports containing audited financial statements and to make public quarterly reports containing unaudited financial information.

Transfer Agent

The transfer agent for the common stock is Nevada Agency and Trust Company, Carson City, Nevada.

Item 12. Indemnification of Officers and Directors

Shika Dam has adopted provisions in its articles of incorporation and bylaws that limit the liability of its directors and provide for indemnification of its directors and officers to the full extent permitted under the Nevada Business Corporation Act.  Under Shika Dam's articles of incorporation, and as permitted under the Nevada Business Corporation Act, directors are not liable to Shika Dam or its stockholders for monetary damages arising from a breach of their fiduciary duty of care as directors.  Such provisions do not, however, relieve liability for breach of a director's duty of loyalty to Shika Dam or its stockholders, liability for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, liability for transactions in which the director derived as improper personal benefit or liability for the payment of a dividend in violation of Nevada law.  Further, the provisions do not relieve a director's liability for violation of, or otherwise relieve Shika Dam or its directors from the necessity of complying with, federal or state securities laws or affect the availability of equitable remedies such as injunctive relief or recision.

At present, there is no pending litigation or proceeding involving a director, officer, employee or agent of Shika Dam where indemnification will be required or permitted.  Shika Dam is not aware of any threatened litigation or proceeding that may result in a claim for indemnification by any director or officer.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of Shika Dam pursuant to the foregoing provisions, or otherwise, Shika Dam has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by Shika Dam of expenses incurred or paid by a director, officer or controlling person of Shika Dam in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Shika Dam will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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Item 13. Financial Statements and Supplementary Data.

The required financial statements are appended to this Registration Statement.

Item 14. Changes in and Disagreements with Accountants.

Not Applicable.

 Item 15. Financial Statements and Exhibits

(a)

Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheet as of June 30, 2015

Consolidated Statements of Operations for the period September 1, 2014 (inception) to June 30, 2015

Consolidated Statements of Changes in Stockholder’s Equity (Deficit) for the period September 1, 2014 (inception) to June 30, 2015

Consolidated Statements of Cash Flows for the for the period for the period September 1, 2014 (inception) to June 30, 2015

Notes to Consolidated Financial Statements

(b)

Exhibits

3.

Certificate of Incorporation and Bylaws

3.1.

Articles of Incorporation(1)

a.2

Bylaws (1)

21.

Subsidiaries. The Company has one subsidiary, Shika Dam Limited, a UK corporation. No trade names are employed.

99.

Other Exhibits. Letter from FINRA re corporate action and Company response. (2)

(1) Filed with original Form 10.

(2) Filed with Amendment 2.

All other Exhibits called for by Rule 601 of Regulation S-K are inapplicable to this filing.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on November 12, 2015.

SHIKA DAM

By:

/s/ Jehu Hand

Jehu Hand (principal executive officer)

         and Chief Financial Officer

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Shika Dam

We have audited the accompanying consolidated balance sheet of Shika Dam  (the “Company”) as of June 30, 2015, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the period September 1, 2014 (Inception) to June 30, 2015.  These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 internal control over financial reporting. Our audit 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall 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 Shika Dam as of June 30, 2015  and the results of its consolidated operations and its cash flows for the period September 1, 2014 (Inception) to June 30, 2015 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Shika Dam will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered a net loss since inception and has a working capital deficiency as of June 30, 2015.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 2 to the financial statements.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Weinberg and Company

Los Angeles, California

September 30, 2015

11

See accompanying Notes to Consolidated Financial Statements.

12

SHIKA DAM AND SUBSIDIARY

Consolidated Statements of Operations

See accompanying Notes to Consolidated Financial Statements.

14

SHIKA DAM AND SUBSIDIARY

Consolidated Statement of Cash Flows

See accompanying Notes to Consolidated Financial Statements

15

SHIKA DAM AND SUBSIDIARIES

NOTES TO  CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD INCEPTION (SEPTEMBER 1, 2014) TO JUNE 30, 2015

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

The Company

Shika  Dam, a Nevada corporation incorporated on May 28, 2015, operates through its wholly owned subsidiary Shika Dam Limited, a UK corporation incorporated on September 1, 2014. Shika Dam Limited (UK)  owns a 12-metre sailing vessel. The Company intends to charter the sailing vessel.

In June 2015, the Company participated in a holding company reorganization under Oklahoma law.  As a result of the holding company reorganization, Mabcure Inc., a Nevada public company with the trading symbol MBCI, of which the Company was a second tier subsidiary, changed its name to Shika Dam Merger Corporation, became a wholly-owned Oklahoma subsidiary of the Company and was immediately disposed of to a non-affiliated third party, and the former Mabcure Inc. shareholders became minority shareholders of the Company.  As of June 30, 2015, and giving effect to the holding company reorganization, there were approximately 781,087 shares of Common Stock outstanding. As is the case in all holding company reorganizations, the assets and liabilities of the former Nevada operating company, Mabcure Inc. were vested in and remain with Shika Dam Merger Corporation, in which the Company retained no interest. On June 30, 2015, the Company merged with and into its Nevada subsidiary, Shika Dam.  As a result, as of June 30, 2015 the Company became a Nevada corporation with a wholly-owned UK subsidiary named Shika Dam Limited. The Nevada corporation also has authorized 490,000,000 shares of common stock and 10,000,000 shares of  common stock, all par value $.0001 per share. The Company accounted for the transaction as a reverse merger with Shika Dam deemed the accounting acquirer, and the Company as the legal acquirer.  As such, the Company reflected the equity transactions as if the transaction had occurred at the earliest period presented

Summary of Significant Accounting Policies

Revenue Recognition

The Company recognizes sales in accordance with the United States Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition”. The Company recognizes revenue when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price to the customer is fixed or determinable and (iv) collection of the resulting receivable is reasonably assured. Revenue is not recognized until title and risk of loss is transferred to the customer, which generally occurs upon delivery of goods, and objective evidence exists that customer acceptance provisions have been met.

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Income tax

We are subject to income taxes in the United States and in Antigua and Barbuda.  Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In accordance with FASB ASC Topic 740, “Income Taxes,” we provide for the recognition of deferred tax assets if realization of such assets is more likely than not.

Estimates

The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods.  Actual results may differ from those estimates and such differences may be material to the financial statements.  The more significant estimates and assumptions by management include among others, the fair value of shares of common stock issued for services. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Fair Value Measurements

Fair value measurements are determined using authoritative guidance issued by the FASB, with the exception of the application of the guidance to non-recurring, non-financial assets and liabilities as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.

Level 3—Unobservable inputs based on the Company's assumptions.

The Company is required to use observable market data if available without undue cost and effort.

The Company’s financial instruments include accounts payable. Management has estimated that the carrying amounts approximate their fair value due to the short-term nature.

Loss Per Share

Basic loss per share has been computed using the weighted average number of common shares outstanding and issuable during the period. Diluted loss per share is computed based on the weighted average number of common shares and all common equivalent shares outstanding during the period in which they are dilutive.  For the period September 1, 2014 (Inception) to June 30, 2015 the weighted average common shares outstanding was 627,067.  There were no potentially dilutive shares as of any period presented.

Stock-Based Compensation

The Company periodically issues stock instruments, including shares of its common stock, stock options, and warrants to purchase shares of its common stock to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option awards issued and vesting to employees in accordance with authorization guidance of the FASB whereas the value of stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period. Options to purchase shares of the Company’s common stock vest and expire according to the terms established at the grant date.

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The Company accounts for stock options and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete.

Advertising costs

Advertising costs of $0 were incurred from September 1,  2014 (inception) to June 30, 2015.

Property and Equipment

Property and Equipment is stated at cost.  The cost of additions and substantial improvements to property, plant and equipment is capitalized. The cost of maintenance and repairs of property, plant and equipment is charged to operating expenses. Property, plant and equipment is depreciated using straight-line methods over their estimated economic lives. As of June 30, 2015, the sole asset of the Company consisted of a sailing vessel that was acquired from a stockholder at his historical cost. As the vessel was not yet placed in service as of June 30, 2015, no depreciation was recorded for the period ended June 30, 2015.

Recent Accounting Pronouncements

On May 28, 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers.  ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition.  ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract.  The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.  ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted.  Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.  Management is currently assessing the impact the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting.

In April 2014, the FASB issued Accounting Standards Update No. 2014-08 (ASU 2014-08), Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360).   ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations.  Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations.  This new accounting guidance is effective for annual periods beginning after December 15, 2014.  The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition.

On August 27, 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued.  An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.  The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted.

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Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or is not believed by management to have a material impact on the Company's present or future consolidated financial statements. 

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company is still in development stage and has not yet been successful in establishing profitable operations. The Company incurred a net loss of $17,283 for the period September 1, 2014 (inception) to June 30, 2015 and has a working capital deficiency of $7,665 as of that date.  The Company has not generated any revenues to date.  These factors create substantial doubt about the Company's ability to continue as a going concern.  As a result, the Company’s independent registered public accounting firm has raised substantial doubt about the Company’s ability to continue as a going concern.  The  financial statements do not include any adjustments that might be necessary if  the  Company  is  unable  to  continue  as  a  going  concern.

The Company's management plans to continue as a going concern revolves around its ability to achieve, as well as raise necessary capital to pay ongoing general and administrative expenses of the Company.  The ability of the Company to continue as a going concern is dependent on securing additional sources of capital and the success of the Company's plan.  There is no assurance that the Company will be successful in raising the additional capital or in achieving profitable operations.

NOTE 3 - STOCKHOLDERS' EQUITY

The Company has authorized 490,000,000 shares of common stock,$.0001 par value, of which 781,087 shares are outstanding as of June 30, 2015, respectively, and 10,000,000 shares of preferred stock, $.0001 par value. The preferred stock may be issued with such rights, preferences and designation and to be issued in such series as determined by the Board of Directors. No shares of preferred stock are issued and outstanding at June 30, 2015.

The Company issued 1 share to its founder, Jehu Hand, upon founding of Shika Dam Limited (UK) on September 1, 2014 for incorporation costs of $115; and 120,029 shares for costs advanced of $11,118 in May 2015.

The Company issued 594,951 shares of common stock in May 2015 in exchange for a shipping vessel for which Mr. Hand’s cost basis was $302,178.

The Company issued 66,106 shares of common stock to the former shareholders of Mabcure upon the reverse merger and reorganization of the holding companies

NOTE 4  - COMMITMENTS AND CONTINGENCIES

Shika Dam, incorporated on May 28, 2015, is the result of a holding company reorganization undertaken under Oklahoma law by Mabcure Corp., formerly a Nevada corporation. Pursuant to the holding company reorganization, Mabcure became a wholly-owned subsidiary of Shika Dam, which remained as the publicly traded holding company, and all the assets and liabilities, if any, or Mabcure were retained by it. Since Shika Dam no longer owns or controls Mabcure and has no knowledge of its assets, liabilites or results of operations, no financial information of Mabcure has been included in this Prospectus. Shika Dam is unaware of any legal theory under which it could be held liable for any Mabcure liabilities, and no claims for such liabilities have been asserted. Nevertheless, in the event such claims were asserted by unknown parties, Shika Dam could be at risk for defense costs and those unknown liabilities. The dollar amount of such potential liability cannot be estimated and could exceed the net worth of Shika Dam, in which case Shika Dam would likely seek protection under the Federal Bankruptcy Code and investors would likely lose their investment.

19

NOTE 5  - RELATED PARTY TRANSACTIONS

The Company’s office facility has been provided without charge by Mr. Jehu Hand, the Company’s officer and director.  Such cost was not material to the financial statements and accordingly, have not been reflected therein. Mr. Hand did not receive any compensation from the Company for the period ended June 30, 2015.

The Company issued 594,951 shares in May 2015 to Mr. Hand in exchange for the 1 putstanding share of Shika Dam Limited, a UK corporation, whose sole asset was a sailing vessel for which the corporation's cost basis (all paid by Mr. Hand) was $309,178. The Company also paid Mr. Hand $7,000 for direct labor that has been capitalized as part of the cost of the sailing vessel.

Mr Hand has provided all other funds to date for our operations of the Company. The Company issued 120,300 shares of its common stock in exchange for $11,223 of amounts due him, and Mr. Hand forgave $5,917 of other amounts due him which has been reflected as a contribution of capital.

NOTE 6 – INCOME TAXES

The Company did not provide for any Federal or state income tax expense during the period ended June 30, 2015 as a result of the availability of net operating loss carryforwards.  As of June 30, 2015, the Company had provided a 100% valuation allowance with respect to such Federal and state net operating loss carryforwards, as it cannot determine that it is more likely than not that it will be able to realize such deferred tax assets.  This valuation allowance represents the difference in the Company’s effective income tax of 0% and the Federal statutory income tax rate of 34% for the period ended June 30, 2015.

As of June 30, 2015, for Federal and state income tax purposes, the Company had approximately $17,000 in net operating loss carryforwards expiring through 2030.   Internal Revenue Code Section 382 substantially restricts the ability of a corporation to utilize existing net operating losses in the event of a defined "ownership change".  The Company has determined that there may be significant limitations on its ability to utilize its net operating loss carryforwards in future periods for Federal income tax purposes due to such ownership changes.

Effective January 1, 2007, the Company adopted Financial Accounting Standards Board that addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  As of June 30, 2015, the Company does not have a liability for unrecognized tax benefits.

NOTE 7 – SUBSEQUENT EVENT

On August 31, 2015, the Company issued 125,000 shares of common stock valued at $12,500 to two individuals for services rendered. The fair value of the shares was recorded as general and administrative expenses during the period ended August 31, 2015.

20

[FINRA LOGO}

November 5, 2015

Via Electronic Mail

Mr. Jehu Hand, President Mabcure Inc.

34145 Pacific Coast Hwy Suite 379

Dana Point, CA 92629

jehu@jehu.com

Re: Deficiency Notice Pursuant to FINRA Rule 6490 Mabcure, Inc. ('1MBCI") - CAS-36427-SOZ5H1

Company-Related Notification Relating to Proposed Name Change request to Shika Dam & 1-1,000 Reverse Stock split

Dear Mr. Hand:

Pursuant to FINRA Rule 6490, FINRA's Department of Market Operations ("Department") received your request to process documentation related to the above-referenced Company-Related Action for Mabcure, Inc. ("MBCI") This letter hereby notifies you that, pursuant to FINRA Rule 6490(d),

the Department has determined that the above-referenced request for the processing of a Company-Related Action for MBCI is deficient, and that it is necessary for the protection of investors, the public interest, and for the maintenance of fair and orderly markets that documentation related to such Company-Related Action not be processed.

The Department’s deficiency determination is based on the following factors:

1. As set forth in FINRA Rule 6490(d)(3)(2), FINRA has actual knowledge that the issuer is not current in its reporting requirements, if applicable, to the SEC or other regulatory authority. Specifically:

" FINRA has reviewed the periodici reports filed by MBCI with the SEC as required under Section 13 or 15(d) of the Securities Exchange Act of 1934. To date, MBCI is delinquent in its periodic filings with the SEC, having failed to file a complete Form 10-K for the fiscal year ending December 31, 2011 in accordance with Rule 8-02 of Regulation S-X.

" After filing a Form 10-K for the fiscal year ending December 31, 2011,the II ssuer received a comment letter from the SEC. The SEC comment letter stated that the Issuer was required to file an audited balance sheet as of the end of each of the most recent two fiscal years, and audited statements of income, cash flows,

and changes in stockholders' equity for each of the two fiscal years preceding the

date of the most recent audited balance sheet, in accordance with Rule 8-02 of Regulation S-X. The SEC comment letter further stated that the Issuer must respond to the SEC's comment letter within 10 business days by amending the Form 10-K filing. The Issuer failed to respond to the comment letter and filed no

Investor protection.Market Integrity.                                                                             9S09 Key West Avenue        t 240 3136 4000

Mr. Jehu Hand

Mabcure Inc.

Case No. CAS-36427 -SOZ5H 1

Page 2 of 3

further periodic reports with the SEC. The Department raised the above

concerns with the Issuer stating that it appears the Issuer may be delinquent in its

reporting obligations with the SEC.  In response, the Issuer requested a waiver of

Chief Accountant for the SEC.  On August  26, 2015 the Office of Chief

Accountant for the SEC responded in writing to the Issuer, stating that they will not be granting a waiver and further noted that "The Commission believes that the proposed factors are reasonably designed to allow FINRA to deny a request to process a Company-Related Action based on the above-noted objective

criteria... The Commission believes that the proposal furthers FINRA's goal to

assure that documents supporting a request to process a Company Related Action are complete and correct and that its facilities are not misused in furtherance of fraudulent or manipulative acts and practices."

The failure to file complete timely periodic reports as required under the Securities Exchange Act of 1934 have raised concerns for FINRA regarding the protection of investors and the

transparency to the marketplace as it relates to the proposed corporate action request. As such, the Department has deemed MBCI's corporate action submission to be deficient under FINRA Rule 6490.

Your Right to Appeal the Determination

As a result, the Department will cease processing documentation related to such Company­ Related Action and will make no announcement on the Daily List Unless you request an appeal of the Department's determination in writing within seven (7) calendar days after service of this notice, your request will be closed.

In accordance with the procedures set forth in FINRA Rule 6490, you have the right to appeal the Department's determination by submitting a written Notice of Appeal via facsimile or electronic mail, within seven (7) calendar days after service of this notice. Appeals are considered by a three-member subcommittee ("Subcommittee") comprised of current or former industry members of FINRA's Uniform Practice Code Committee. Please include your Case No. on all submissions. The hearing request must be received by 5:00pm Eastern Standard Time on 1111212015. The Notice of Appeal must be sent to:

FINRA

Market Operations, 2nd Floor 9509 Key West Avenue Rockville, MD 20850

Fax:202-303-3938

E-mail:   upcc.casefilings@finra.org and UPChearings@finra.org

Your written Notice of Appeal must be accompanied by proof of payment of the non-refundable

Action Determination Appeal Fee of $4,000.00 made payable to FINRA. Payment must be

submitted in the following manner within seven (7) calendar days of this notice:

Mr. Jehu Hand

Mabcure Inc.

Case No. CAS-36427-SOZ5H1

Page 3 of 3

Bank Name: Bank of America

Bank Address:  100 West 33rd St. New York, NY 10001 ABA Number:  [redacted]

Account Name: FINRA Cash Concentration Account Number: [redacted]

RFB or OBE as follows: CAS-36427-SOZ5H 1, Appeal Swift  BOFAUS3N

Your Notice of Appeal must set forth with specificity any and all defenses to the Department's deficiency determination. An appeal to the Subcommittee will operate to stay the processing of the Company-Related Action (i.e., the requested company-related action will not be processed during the period that the Requesting Party's appeal is pending). You may submit any additional supporting written documentation, via facsimile, electronic mail or otherwise, up until the time the appeal is considered by the Subcommittee.  The Subcommittee will consider the appeal based solely on the written documents submitted by you and FINRA.

You will be notified of the date scheduled for the appeal. The Subcommittee will render a determination within three (3) business days following the day the appeal is considered by the Subcommittee. The Subcommittee's determination will constitute final action by FINRA.

If you fail to file a written request for an appeal within seven (7) calendar days after service of this notice by the Department, along with the required fees, the Department's determination shall constitute final action by FINRA.

If you have any questions, please contact FINRA Market Operations Department at 1-866-776- 0800.

Very truly yours,

/s/ Patricia Casimates

Jehu Hand, President

Mabcure Inc.

34145 Pacific Coast Highway #379

Dana Point, CA 92629

(949) 489-2400

fax (949) 489-0034

jehu@jehu.com

BEFORE THE SUBCOMMITTEE OF

 THE FINRA UNIFORM PRACTICE CODE COMMITTEE

In Re Mabcure Inc. Corporate Action

Case No. CAS-36427-SOZ5H1

NOTICE OF APPEAL AND MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATION OF JEHU HAND FILED SEPARATELY

NOTICE OF APPEAL

Pursuant to subsection (e) of FINRA Rule 6490, Mabcure Inc., acting through its last acting President,  hereby gives notice of appeal of FINRA’s Department of Market Operations deficiency determination dated November 5, 2015. This Notice of Appeal is accompanied by the following Memorandum of Points and Authorities and the Declaration of Jehu Hand, and such further documents which may be submitted by Mabcure Inc. prior to the hearing date.

Respectfully submitted,

MABCURE INC.

/s/ Jehu Hand

Jehu Hand, President

Dated November 10, 2015

MEMORANDUM OF POINTS AND AUTHORITIES

Introduction.

This appeal illustrates a casebook example of a failure to follow Rule 6490. The denial of Mabcure Inc.’s (“Mabcure”) corporate action was improper and the subcommittee should grant Mabcure’s appeal on five grounds. First, the Department of Market Operations (the “Department”) failed to follow the procedures of Rule 6490 in evaluating the corporate action. Second, the deficiency determination letter is based in part on the Department’s false and misleading statement.  Third, the phrase in Rule 6490(d)(3)(2) “the issuer is not current in its reporting requirements, if applicable, to the SEC or other regulatory authority” should be interpreted, not as requiring an issuer to never having missed a required report in all its reporting history, but only the recent, relevant history. Fourth, the Department’s deficiency determination letter of November 5, 2015 is “arbitrary and capricious” and is therefore invalid. Finally, had the Department followed the procedures of Rule 6490, it would have been required to approve the corporate action under the balancing test implicit in the Rule.

Mabcure was a Nevada corporation which has undertaken a holding company reorganization under Oklahoma law and eventually, through a reincorporation, is now a Nevada corporation named Shika Dam. Mabcure’s common stock has traded on the OTC Pink Market under the symbol MBCI, and became inactive.  Mabcure defaulted in its annual franchise tax filings with the Nevada Secretary of State, and pursuant to Nevada Revised Statutes 78.347, an application was made with the Nevada District Court by a stockholder to appoint Jehu Hand as Custodian of Mabcure. The Nevada District Court approved the appointment of Mr. Hand in case number A-15-716907-B.  Mr. Hand complied with all orders of the Nevada District Court. (Hand Declaration ¶5).

Shika Dam, as the holding company successor to Mabcure, filed a Form 10 with the Securities and Exchange Commission (the “Commission”) on September 30, 2015 containing audited financial statements for the periods required by Regulation S-X. A copy of the Form 10 is included as Exhibit 1 to the Hand Declaration. ¹

Mabcure filed a notification of the corporate action on June 18, 2015. The corporate action included comprehensive documentation regarding the holding company reorganization, and in sum requested that the Department approve (a) a 1-for-1000 reverse split and (b) a name change of Mabcure to Shika Dam in OTC Link, both of which actions were incorporated in the reorganization documents.  On June 24, 2015, the Department indicated that it would not process the corporate action because Mabcure was not current in its reports. Specifically, Mabcure’s Annual Report on Form 10-K for the year ended December 31, 2011 was incomplete. This 10-K was the final report required to be filed by Mabcure pursuant to Section 15(d) of the Securities Exchange Act of 1934 (“SEA”). ² Mabcure requested the intervention  of the Ombudsman and as a result, the Department proceeded to review the corporate action. See letter to Ombudsman and attached email thread with the Department (Exhibit 2 to Hand Declaration).

The Department acted improperly in its initial refusal to process the corporate action. Rule 6490 is clear that when the Department believes that one of the five factors discussed in 6490(d)(3) is applicable, it shall not immediately deny the corporate action, but should undertake an in-depth review. See pages 12 and 13 of Release 34-62434 (Exhibit 3 to Hand Declaration) in which a letter from FINRA is referenced to clarify that in making the in-depth review, the Department is charged with balancing the interests of the issuer to process its corporate action, and the public policy of preventing fraud or manipulative practices:

The letter from FINRA was provided in response to a commenter³, FINRA explained that when the Department reasonably believes that an issuer submitting a request to process documentation related to a Company Related Action has triggered one of the explicitly enumerated factors, the Department would generally conduct an in-depth review of the Company-Related Action and seek additional information or documentation from the issuer.18 FINRA noted that it would have the discretion not to process any such actions that are incomplete or when it determines that not processing such an action is necessary for the protection of investors and the public interest and to maintain fair and orderly markets.19 FINRA stated that the failure of an issuer to remain current it its reporting obligations is one of five factors that FINRA “may” consider in making a deficiency determination.20 FINRA further noted that the proposal does not mandate any particular mechanism of clearance and settlement for an issuer’s securities, including FAST designation by DTC.21 The Commission believes that the proposed factors are reasonably designed to allow FINRA to deny a request to process a Company-Related Action based on the above-noted objective criteria. As FINRA pointed out, if FINRA believes that one of the enumerated factors has been triggered, FINRA staff would conduct an in depth review and follow up with the issuer to seek additional information or documentation. The Commission believes that the proposal furthers FINRA’s goal to assure that documents supporting a request to process a Company Related Action are complete and correct and that its facilities are not misused in furtherance of fraudulent or manipulative acts and practices. At the same time, the proposal recognizes the interests of a Requesting Party in receiving fair consideration from FINRA in connection with a request to process a Company-Related Action and in having a fair process for an appeal in the event a request to process a Company-Related Action is denied. The Commission therefore finds the proposal to be consistent with Section 15A(b)(6) of the Act.22 (emphasis added)

After the Department resumed reviewing the corporate action, Mabcure filed a request with the Commission’s Office of Chief Accountant for a determination that it was current in its filings, or in the alternative, requesting a waiver. The Commission denied the request. A copy of the letter from the Commission is attached as Exhibit 4 to the Hand Declaration.

In the process of the review of the corporate action, the Department was informed that a Form 10 was going to be filed, and was notified on October 5 that the Form 10 had been filed. See email attached as Exhibit 5 to Hand Declaration.

The Department issued its deficiency determination letter on November 5, 2015; the letter is attached as Exhibit 6 to the Hand Declaration.

The Department failed to conduct the in-depth review required by Rule 6490.

After the Department determined that Mabcure fell under one of the five enumerated factors under 6490(d)(3), it was required, in accordance with Release 34-62434,  to conduct an in-depth review, in which process it was required to request additional information and documents from Mabcure. See email to the FINRA reviewer dated August 27, 2015, attached as Exhibit 7 to the Hand Declaration.

There is no evidence that the Department requested any additional information or documentation from Mabcure in connection with its deficiency determination.  The first paragraph of the deficiency determination merely recites the conclusory statement repeating the boilerplate of Rule 6490(d)(3). The factors on which the Department claims it made its determination are limited to the observation that Mabcure did not file a complete Form 10-K for a fiscal year that ended almost four years ago.  This fact, according to the Department, “have raised concerns for FINRA regarding the protection of investors and the transparency of the marketplace as it relates to the proposed corporate action request.”

“Raising concerns” is only the starting point for the undertaking of the in-depth review required by Rule 6490. “Raising concerns” is not an in-depth review. Rule 6490(d)(3)  is clear. “In circumstances where an SEA Rule 10b-17 Action or Other Company-Related Action is deemed deficient, the Department may determine that it is necessary for the protection of investors, the public interest and to maintain fair and orderly markets, that documentation related to such SEA Rule 10b-17 Action or Other Company-Related Action will not be processed.” “May” is the operative word in the rule.

Instead of undertaking any “in-depth review,” the Department merely mentioned the existence of one of the five factors of Rule 6490(d)(3) and, being “concerned,” denied Mabcure’s corporate action. The Department completely neglected to undertake the balancing of factors set forth in Release 34-62434, eg, the requirement for issuers to have their corporate actions processed in a timely manner versus the importance of preventing fraud and market manipulation. In effect, the Department substituted the word “shall” for the word “may.” The Department has no authority to alter the language of Rule 6490 without Commission approval. FINRA submitted Rule 6490 to the Commission and the public for comment with the word “may” in the above sentence, not “shall.” As stated above, when a commentator expressed concerns regarding the automatic application of the five factors, FINRA assured that the Department would conduct an in-depth review and employ the balancing test set forth in Release 34-62434.  The Department cannot rewrite subsection (d)(3) as it has done in this situation.

In Mabcure’s case, the Department has completely abrogated its responsibilities under Rule 6490(d), and the corporate action should be processed.

The Department’s deficiency determination is based on a false and misleading statement.

One of the items of information on which the deficiency determination was purportedly made makes reference to Mabcure’s request for waiver from the Commission:

“On August 26, 2015, the Office of Chief Accountant for the SEC responded in writing to the Issuer, stating that they will not be granting a waiver and further noted that  ‘The Commission believes that the proposed factors are reasonably designed to allow FINRA to deny a request to process a Company-Related Action based on the above-noted objective criteria . . . The Commission believes that the proposal furthers FINRA’s goal to assure that documents supporting a request to process a Company Related Action are complete and correct and that its facilities are not misused in furtherance of fraudulent or manipulative acts and practices.’ ”

The Department falsely stated the contents of the Commission’s letter of August 26, 2015. The quote attributed to the Commission’s letter of August 26, 2015 is not contained in any letter from the Office of the Chief Accountant nor any other letter addressed to Mabcure. The Department’s misstatement is made to appear that the Commission reviewed the issues in this corporate action and endorses the Department’s decision. This is false.

It appears that the language falsely attributed to the Commission’s letter is a cut and paste of the above excerpt from Release 34-62434—with the omission of the “in depth review” requirement.  It appears that the Department knows that the required in depth review never took place, and the Department has not been forthright in its deficiency letter, which it is believed will constitute the Department’s “Exhibit A” at the hearing.

“It is textbook law that the fabrication of false documents is an admission by conduct in that the person fabricating the document gives grounds for believing that his case is weak.” Harris Trust and Savings Bank v. Ali, 100 Ill. App 3d 1 (1981), 425 N.E. 2d 1359,

page 6 on Exhibit 8 to the Hand Declaration.

“The federal case law is well established that dismissal is the appropriate sanction where a party manufactures evidence which purports to corroborate its substantive claims.”); Sun World, Inc. v. Lizarazu Olivarria, 144 F.R.D. 384, 391 (E.D. Cal. 1992)”,

quoted on page 22-23 of Seagate Technology LLC v Western Digital Corporation, Exhibit 9 to the Hand Declaration.

Because the Department failed to properly follow procedures, and has apparently been less than honest about such facts and the “evidence” it relied upon, Mabcure has been adversely affected. Its corporate action noticed almost five months ago has been delayed. Mabcure has been obliged to incur the time and expense of this appeal. The appropriate sanction is to grant Mabcure’s appeal, and if permitted, refund Mabcure’s $4,000 hearing fee.

Rule 6490(d)(3)(2) that the issuer is not current in its reporting requirements properly refers only to recently required filings, not to any filing required of the issuer from the beginning of time.

Regulations should be interpreted in light of their statement of basis and purpose – in this case, the protection of investors and accurate processing of securities transactions. Talk America, Inc. v. Michigan Bell, 131 US 2254 (2011). (US Supreme Court cases are not attached hereto since they are readily available.) The explanation of the basis and purpose of a rule is usually set forth in the beginning of the rule, commonly referred to as the “preamble.”⁴  Rule 6490(a)(1) functions as the “preamble” to the rule: “In furtherance of FINRA's obligations to foster cooperation and coordination of the clearing, settling and processing of transactions in equity and debt securities of any issuer with a class of publicly traded, non-exchange listed, securities in the OTC market and, in general, to protect investors and the public interest.”

The term “current in its reporting requirements” has varying meanings under the Federal securities laws. The Department has apparently taken the position that “current” means that an issuer has filed all reports required to be filed for as long as the issuer was required to file—no matter how many years ago. There is no basis in Release 34-62434 or the release under which the Rule was proposed (34-61189) to support this interpretation.  If the purpose of Rule 6490 is to protect investors—that is, to prevent fraud and market manipulation and promote transparency in market operations--- the Department’s interpretation makes no sense. ⁴Under this interpretation, if an issuer had missed filing one report, no matter how many decades previous, it might be precluded from effecting a corporate action until the end of time. Reality is that investors, at most, only review the last two or three years of an issuer’s reports in making their evaluation. No reasonable investor would review Mabcure’s 2011 filings with the Commission in connection with trading the shares of Shika Dam.

For example, an issuer is permitted to terminate its SEA 15(d) reporting obligations pursuant to SEA Rule 12h-3 (to the extent such obligations were not automatically suspended) if it has filed all required reports for three years or the shorter period of time in which it has been required to file.

An issuer is permitted to use Form S-8 to register benefit plan securities if it is then subject to reporting requirements and “has filed all reports and other materials required to be filed by such requirements during the preceding 12 months (or for such shorter period that the registrant was required to file such reports and materials).” Similarly, Form S-3 may be used by an issuer which “has been subject to the requirements of Section 12 or 15(d) of the Exchange Act and has filed all the material required to be filed pursuant to Section 13, 14 or 15(d) for a period of at least twelve calendar months immediately preceding the filing of the registration statement on this Form” if the reports were timely filed during those 12 months.

The current public information requirement for Rule 144 is met if the issuer “is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has: (i) Filed all required reports under section 13 or 15(d) of the Exchange Act, as applicable, during the 12 months preceding such sale (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.”

The “current in its reporting requirements” factor in Rule 6490(d)(3)(2)  was more likely reasonably intended for the case in which a periodic report in recent history, relevant to an investor’s evaluation of a company, has not been filed. The requirement for “current public information” of Rule 144(c)(1) seems to be more what  Rule 6490(d)(3)(2) was speaking to. To put it another way, if stockholders can use Rule 144 to resell their restricted stock to the public if only the last 12 months of reports have been filed, there does not seem to be any reason why issuers should be required to have filed all reports since the beginning of time in order to carry out a corporate action.⁵

In June 2015, Mabcure was no longer required to file reports with the Commission. It no longer had any “reporting requirements” with the Commission. Currently, Shika Dam, the corporate successor, has a Form 10 on file with the Commission containing all required financial statements. The public has access to all necessary information needed for full and fair disclosure.

The Department’s deficiency determination letter of November 5, 2015 is “arbitrary and capricious” and is therefore invalid

 Agency actions are subject to the “hard look” doctrine. "[T]he orderly functioning of the process of review requires that the grounds upon which the administrative agency acted by clearly disclosed and adequately sustained  . . . [A]n administrative order cannot be upheld unless the grounds upon which the agency acted in exercising its powers were those upon which its action can be sustained.” SEC v.  Chenery, 318 US 80, 94, 95 (1943).  " Under Chenery, the reasoning and the facts underlying the decision must be set forth in the agency’s order, not later, such as at the hearing on this Appeal. “The Commission's action cannot be upheld merely because findings might have been made and considerations disclosed which would justify its order as an appropriate safeguard for the interests protected by the Act. There must be such a responsible finding. [cite omitted]. There is no such finding here.” Chenery, at 394.⁶ Chenery has since been expanded to mean that “a rule [is] not arbitrary and capricious only when it [is] well reasoned and well supported by facts" set forth by the agency at the time it acts. ⁷

 Even if the Department did conduct the “in-depth review” required by Rule 6490, and undertook the balancing test required by the regulatory gloss of Release 34-62434, the deficiency order did not set forth the information required by the  Chenery “hard look” doctrine. ⁸ The Department’s determination is therefore “arbitrary and capricious” and invalid.

Had the Department conducted an in-depth review and the balancing test set forth in Release 34-62434, the corporate action would have been approved.

As set forth in the above-referenced excerpt from  Release 34-62434, when the Department determines that one of the five factors set forth in Rule 6490(d)(3) exists, it is obligated to undertake an in-depth review and, in that process, obtain more information and documents from the issuer. Denial of a corporate action for one of these five factors is discretionary, not mandatory, and the Department is required to balance the interests of an issuer with respect to the processing of its corporate action and the interests of the public in having the trading market information align with the issuer’s corporate structure, against the public policy goal of preventing fraud and market manipulation.

Mabcure, pursuant to state corporation law and in compliance with Federal securities law, has effected a corporate reorganization in which, effectively, a 1-for-1000 reverse stock split and a name change has been carried out. Pursuant to state law, the reverse split, name change and reorganization have already taken place on Mabcure’s corporate books.⁹ Shika Dam, as the successor to Mabcure, has filed a Form 10 with the SEC and is providing full and complete disclosure to the public. A perusal of the Form 10 (Exhibit 1 to the Hand Declaration) will reveal that Mr. Hand has invested in excess of $300,000 of his own cash in the business. See Hand Declaration ¶7 and the Balance Sheet included in the Form 10 (Exhibit 1 to the Hand Declaration).  Shika Dam is not a sham company.

The Department’s interest in preventing fraud and market manipulation is not furthered by denial of the corporate action. Were the issuer to correct the deficiency in the 2011 10-K, it would not be of any benefit to investors or the public. That 2011 10-K deals with a company which is in a completely different business and with different management. The information in that 10-K would have absolutely no bearing on the success or failure of the current business; there would not be a substantial likelihood that a reasonable investor would consider it important in making an investment decision. Basic Inc. v. Levinson, 485 U.S. 224 at 231 (1988)

Regulation S-X only requires two years of audited financial statements for smaller reporting companies, and so, the 2011 financial statements would not be included in the Form 10. In fact, if Shika Dam were to have included the audit of Mabcure for 2011 in the Form 10, the Commission would have required Shika Dam to have that information removed as false and misleading. This is because under reverse merger accounting, the historical accounting information of Mabcure are not permitted to be included in the Form 10.  Reference is made to Accounting Standards Codification 805-40-45. (Exhibit 10 to Hand Declaration). According to ASC 805-40-45, only the equity structure of Mabcure (the number of shares outstanding) as of the date of the reorganization in 2015, and not its historical results of operations, are includible in Shika Dam’s financial statements pursuant to US GAAP.

The fact that Mabcure did not properly file one report with the Commission for 2011 is completely immaterial to the intent of 6490(d)(3)’s prophylactic intent to preventing fraud and market manipulation.¹⁰ There is no potential for future harm to investors or the public in Mabcure’s case merely because a 10-K was not correctly filed almost four years ago.

In view of the above discussion, after making the balancing determination required by Release 34-62434, the Department would have no basis to reject the corporate action.

Conclusion

Based on the foregoing, the issuer respectfully requests that the subcommittee grant its appeal and cause the Department to process its corporate action.  The Department also needs to reform its internal procedures in reviewing corporate actions to ensure that it complies with Rule 6490.

MABCURE INC.

By:

/s/ Jehu Hand

Jehu Hand

President

Dated November 10, 2015

Footnotes

¹ An Amendment No. 1 to the Form 10 was filed on October 29, 2015 with minor changes requested by the Commission’s Division of Corporation Finance.

² Mabcure’s Registration Statement on Form S-1 was declared effective in 2011. Under Section 15(d) an issuer which has not filed a Form 10 or 8-A under the SEA is required to file reports until the end of the fiscal year in which a registration statement is declared effective, after which time its reporting obligations are automatically suspended.  After the 2011 10-K was filed, Mabcure ceased to have any reporting obligations.

³ “Specifically, this commenter inquired whether delinquent issuers would automatically have their requests to process a Company-Related Action determined to be deficient” (page 12 of Release 34-62434) (emphasis added)

⁴ The”arbitrary and capricious” analysis under the following section appears to bear on this issue as well.

⁵ If FINRA actually intended for Rule 6490 to permit it to refuse to approve a corporate action due to failure to file complete filings with the Commission which are no longer relevant to the issue of investor protection, then this provision of Rule 6490 would appear to be “arbitrary and capricious” and therefore invalid. Rules must have a “rational connection between the facts found and the choices made.” Motor Veh. Mfrs. Ass'n v. State Farm Ins., 463 U.S. 29, 43 (1983).

⁶  See also Beaumont, S.L. & W. Ry. Co. v. United States, 282 U.S. 74 (1930) at 87.  “The [Interstate Commerce] Commission's failure specifically to report the facts and give the reasons on which it concluded . . .  leaves the parties in doubt as to a matter essential to the case, and imposes unnecessary work upon the courts called upon to consider the validity of the order. Complete statements by the Commission showing the grounds upon which its determinations rest are quite as necessary as are opinions of lower courts setting forth the reasons on which they base their decisions in cases analogous to this.”

⁷ Martin Shapiro, The Giving Reasons Requirement, 1992 U. CHI. LEGAL F. 179, 185 (1992).

⁸ Although Rule 6490 only requires the Department to merely mention which of the five factor(s) it relied upon, the Rule does not appear to comport with the Chenery doctrine and is likely invalid in this respect.

⁹ In all corporate actions, the Department requires that the corporate action, be it a merger, name change, or reverse stock split, the corporate action must be actually effected at the corporate level and evidenced by date-stamped filings with the appropriate Secretary of State, prior to approving the corporate action.

¹⁰ See, page 16 and footnote 61 of Release 34-74216, In re the Matter of the Application of Positron Corporation for Review of Action Taken by FINRA.(Exhibit 11 to Hand Declaration)

IN RE MABCURE-APPEAL AND MEMORANDUM PURSUANT TO FINRA RULE 6490