28

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
 (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, 2003
OR
( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

Commission File No. 0-26947

                       WHISPERING OAKS INTERNATIONAL, INC.
                  --------------------------------------------
                 (Name of Small Business Issuer in its charter)


         Texas                                         75-2742601
---------------------------                  -------------------------------
 (State of incorporation)                   (IRS Employer Identification No.)

            7080 River Road, Suite 215
            Richmond, British Columbia                        V6X 1X5
          --------------------------------                 -------------
          (Address of Principal Executive Office)             Zip Code

Registrant's telephone number, including Area Code: (866) 884-8669 Securities
registered pursuant to Section 12(b) of the Act: None Securities registered
pursuant to Section 12(g) of the Act:

                                  Common Stock
                                ---------------
                                (Title of Class)

Check 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 past 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.

                                 X
                                ---           ---
                                YES            NO

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.

The aggregate market value of the voting stock held by non-affiliates of the
Company (24,511,346 shares) based upon the closing price of the Company's common
stock on June 30, 2004, was approximately $20,186,000.

The Company's revenue from continuing operations for the most recent fiscal year
was $-0-.

As of June 30, 2004 the Company had 27,239,450 issued and outstanding shares of
common stock.

<PAGE>


ITEM 1.     DESCRIPTION OF BUSINESS

      Whispering Oaks International,  Inc. (or "Biocurex") was incorporated in
December  1997.  Prior to  February  20,  2001,  Biocurex  was  engaged in the
acquisition and sale of thoroughbred  racing horses.  As of December 31, 2000,
Biocurex owned one thoroughbred horse.

      In February 2001, Biocurex ceased its business activities relating to the
acquisition and sale of thoroughbred racehorses.

      On February 21, 2001, Biocurex issued 150,000 (1,950,000 post split)
shares of its common stock to acquire from Lagostar Trading S.A. patents and
intellectual properties which related to the early detection of cancer.

      On March 1, 2001, Biocurex's Board of Directors declared a 13-for-1
forward stock split.

      On March 25, 2001, Biocurex acquired the following assets from Pacific
Biosciences Research Centre, then named Curex Technologies Inc., in
consideration for the assumption by Biocurex of promissory notes in the amount
of $2,326,869 which were payable by Pacific Biosciences to various third
parties:

     o    Patents
     o    Proprietary technology
     o    Cash in the amount of $129,032
     o    A 51% interest in Biolargo.

      In May 2001, Biocurex issued 1,544,404 shares of its common stock in
payment of the notes, plus accrued interest, which Biocurex assumed in
connection with the acquisition of assets from Pacific Biosciences.

      Biocurex filed an Assumed Name Certificate with the Texas Secretary of
State in March 2001 to enable Biocurex to conduct its business under the name of
"Biocurex, Inc." At its next shareholders' meeting Biocurex plans to obtain
shareholder approval to change the name of Biocurex from Whispering Oaks
International Inc. to Biocurex, Inc.

      Biocurex's website is:  www.biocurex.com.

Cancer Detection Kits

      As a result of Biocurex's acquisition of technology in February and March
2001, Biocurex owns patents and intellectual properties relating to certain
technology which can be used to detect cancer. Accurate and timely diagnosis is
the vital first step in managing cancer. The cancer diagnostics market is
presently estimated at $4 billion per year.

     A principal goal of cancer research is to  differentiate  cancer cells from
healthy  cells.  One way to achieve this goal is to detect  molecules  (markers)
that are present on cancer cells but not on healthy cells. Biocurex's technology
relates to the RECAF(TM) marker,  which can be used in blood and tissue tests to

                                       2
<PAGE>


aid in  determining  if a patient has cancer.  These tests can also be used on a
regular basis for the early detection of recurring  cancer,  thereby  allowing a
more effective treatment of cancer patients. The RECAF(TM) marker has been found
in all tissues studied, including breast, lung, stomach and prostate.

      Biocurex has developed two cancer detection kits which use the RECAF
marker to detect the presence or absence of cancer by staining cancer cells in
tissues removed from a patient.

      Each kit contains five chemicals which are mixed according to directions
provided by Biocurex. Soft tissue removed from a patient is then stained with
the chemicals in the kit and is examined by a physician under a microscope. When
stained with the chemicals in the kit cancer cells are clearly visible.

      In order to be seen under a microscope however, soft tissue must be cut
into sections which are approximately five microns in thickness. To allow for
this type of cutting the tissue must be turned into something more solid and for
many years, paraffin (wax) has been used for that purpose. The tissue to be
examined is fixed and embedded in a paraffin block, which is then cut precisely
into 5 micron sections. The paraffin is then removed with solvents, the tissue
is re-hydrated and stained. The process of embedding and re-hydrating takes 2-3
days. Another method used to harden tissue to allow it to be cut is to freeze
the tissue and then slice the ice block.

      Biocurex's Histo-RECAF(TM) kit, which is designed for tissue hardened with
paraffin, was sent to independent researchers for testing on a significant
number of breast tissue samples selected at random. The samples included twenty
malignant, twenty benign (fibro adenomas) and twenty dysplastic (benign diffuse
growth) specimens. In June 2001, Biocurex received confirmation from the first
of these researchers indicating that 100% of breast cancers tested positive with
the kits. Only 4% of the benign tumors and other non-malignant breast tissues
studied were positive. Furthermore, several in-situ carcinomas (the earliest
stage of cancer) tested positive. The test results are not only important in
reference to the product itself, but also validate the RECAF(TM) system and its
potential for other uses, such as serum testing, and cancer cell targeting in
general.

      In January 2003 the Food and Drug Administration classified Biocurex's
Histo-RECAF((TM)) as a Class I device under Regulation Number 864.1850, Code HZJ
owned by Biocurex (FDA number 9046509). Accordingly, the Histo-RECAF is
available as a staining test for AFT receptors (a.k.a. RECAF) in tissues.
However, until the Histo-RECAF kit is cleared by the FDA as a diagnostic device,
the Histo-RECAF kit may only be marketed in the United States as a device which
can be used as an adjunct to standard light microscopy staining methods to aid
in the identification of cancer in breast and axillary node tissues.

      Due to the costs involved in manufacturing and marketing, Biocurex plans
to license or joint venture the Histo-RECAF(TM) technology to third parties.
Since January 1, 2003 Biocurex or its representatives have had discussions with
three companies regarding license or joint venture agreements with respect to
its Histo-RECAF(TM) technology. As of May 15, 2004 Biocurex had not sold any
Histo-RECAF(TM) test kits and did not have any licensing or joint venture
agreements with respect to its Histo- RECAF(TM) technology.


                                       3
<PAGE>

      Biocurex's Cryo-RECAF(TM) kit was designed for use by pathologists during
surgery since, in many cases, the determination as to whether cancer cells are
benign or malignant is still not clear at the time of surgery. With the
Cryo-RECAF(TM) kit, during surgery, the surgeon removes a portion of the tumor
and, while the patient is still under anesthesia, the material is frozen,
sliced, stained with the chemicals in the kit, and examined by the pathologist
to determine if the cancer cells are benign or malignant. Using this
information, the surgeon is then able to determine the proper procedures to be
used while the patient is still in the operating room. Although the quality of
frozen tissue is not as good as tissue examined with the use of the
Histo-RECAF(TM) kit, the advantage of the Cryo-RECAF(TM) test is that the
results are available within 15 minutes. Biocurex has not sold any
Cryo-RECAF(TM) kits. Although the Cryo-RECAF(TM) kit is fully developed,
Biocurex has not applied to the FDA, Canada's Health Products and Food Branch,
or any other regulatory authority for permission to sell the Cyro-RECAF(TM) kit
on a commercial basis due to the costs involved with regulatory approvals,
Biocurex plans to license the Cryo-RECAF(TM) technology to third parties which
will be able to complete the research and clinical studies necessary to obtain
clearance from the FDA and other regulatory authorities for the commercial sale
of this product.

      Biocurex believes that a significant market exists for a screening assay
which can detect multiple cancers from a blood (serum) sample. As a result,
since March 2002 Biocurex's research and development efforts have been focused
on the development of a serum-based screening assay based upon Biocurex's
RECAF(TM) technology. The potential market for a serum assay is hard to define,
but market statistics confirm that there are over 100 million serum tumor marker
(screening) tests performed every year. However, most of the assays are specific
to a particular cancer and suffer from poor sensitivity and specificity. As an
example, assay sales for CEA- Carcino Embryonic Antigen, a relatively
insensitive assay for colorectal cancer are estimated to be over $300 million US
dollars annually. If sufficient capital ($300,000 to $500,000) can be obtained,
Biocurex plans to complete the development of a prototype assay by mid-to-late
2004. If the capital needed to complete this project is not available by mid
2004 the completion of the prototype assay will be delayed until funding is
available. If Biocurex is successful in developing this assay, Biocurex will
attempt to license the assay technology to a pharmaceutical firm that has the
financial capability to complete the research and clinical studies necessary to
obtain clearance from the FDA and other regulatory authorities for the
commercial sale of the assay.

Research and Development

      Pacific BioSciences Research Centre conducts all research relating to the
technology under development by Biocurex. Pacific BioSciences Research Centre is
owned 100% by Dr. Ricardo Moro-Vidal. During the periods indicated Pacific
BioSciences billed the following amounts to Biocurex for research and
development: year ended December 31, 2001- $165,000, year ended December 31,
2002 - $426,500, year ended December 31, 2003 - $322,400.

     In May 2003,  a group of Japanese  physicians/scientists  agreed to test an
improved Histo-Recaf(TM) kit on cancer tissues to determine the kit's ability to
accurately  detect cancer cells. The Japanese  research teams are conducting the
tests on a voluntary basis and without charge to Biocurex. Biocurex is supplying
the research teams,  free of charge,  with the chemicals in the  Histo-Recaf(TM)
kit which are required for the tests.  In April 2004  Biocurex  received  notice


                                       4
<PAGE>

that approximately 83% of the cancer cases stained with the Histo-RECAF (TM) kit
were  clearly  positive  and  distinguishable   from  normal  specimens  with  a
microscope.

Patents

      Biocurex's technology is protected by a United States patent which expires
in 2014 and by patents in Australia, Russia, and China which expire in 2015.
Biocurex has also filed patent applications in seven foreign countries which
were pending as of May 15, 2004.

Competition

      A number of companies, such as Dako Inc., have developed cancer detection
products which stain cells to detect cancer. However the cancer detection kits
presently on the market can only detect one form of cancer. In contrast,
Biocurex's cancer detection kits can detect the RECAF marker in all the types of
cancer studied so far, including breast, stomach, lung and colon cancers.

      A number of companies, including Abbott Labs, Roche and Ortho Diagnostics,
have developed serum based screening assays to detect cancer. However the serum
based screening assays kits presently on the market can only detect one form of
cancer. In contrast, Biocurex's serum based screening assays have detected, in
internal preliminary studies, ovary, lung, breast and stomach cancers with high
sensitivity and specificity. In addition, Biocurex believes that for certain
types of cancer, its serum based screening assays is more accurate than the
screening assays of its competitors.

Government Regulation

      Drugs, pharmaceutical products, medical devices and other related products
are regulated in the United States under the Federal Food, Drug and Cosmetic
Act, the Public Health Service Act, and the laws of certain states. The Federal
Food and Drug Administration (FDA) exercises significant regulatory control over
the clinical investigation, manufacture and marketing of pharmaceutical and
biological products.

      Prior to the time a pharmaceutical product can be marketed in the United
States for therapeutic use, approval of the FDA must normally be obtained.
Preclinical testing programs on animals, followed by three phases of clinical
testing on humans, are typically required in order to establish product safety
and efficacy.

      The first stage of evaluation, preclinical testing, must be conducted in
animals. After lack of toxicity has been demonstrated, the test results are
submitted to the FDA along with a request for clearance to conduct clinical
testing, which includes the protocol that will be followed in the initial human
clinical evaluation. If the applicable regulatory authority does not object to
the proposed study, the investigator can proceed with Phase I trials. Phase I
trials consist of pharmacological studies on a relatively few number of humans
under rigidly controlled conditions in order to establish lack of toxicity and a
safe dosage range.

     After  Phase I  testing  is  completed,  one or more  Phase II  trials  are
conducted in a larger number of patients to test the product's  ability to treat
or prevent a  specific  disease,  and the  results  are  analyzed  for  clinical


                                       5
<PAGE>

efficacy and safety. If the results appear to warrant confirmatory  studies, the
data is submitted to the applicable regulatory authority along with the protocol
for a Phase III trial.  Phase III trials  consist of extensive  studies in large
populations  designed to assess the safety of the product and the most desirable
dosage in the treatment or prevention of a specific disease.  The results of the
clinical  trials for a new biological drug are submitted to the FDA as part of a
product license application ("PLA"), a New Drug Application ("NDA") or Biologics
License Application ("BLA"),  depending on the type or derivation of the product
being studied.

      In addition to obtaining FDA approval for a product, a biologics
establishment license application ("ELA") may need to be filed in the case of
biological products derived from blood, or not considered to be sufficiently
well characterized, in order to obtain FDA approval of the testing and
manufacturing facilities in which the product is produced. Domestic
manufacturing establishments are subject to inspections by the FDA and by other
Federal, state and local agencies and must comply with Good Manufacturing
Practices ("GMP") as appropriate for production. In complying with GMP
regulations, manufacturers must continue to expend time, money and effort in the
area of production, quality control and quality assurance to ensure full
technical compliance.

      The process of drug development and regulatory approval requires
substantial resources and many years. Approval of drugs and biologicals by
regulatory authorities of most foreign countries must also be obtained prior to
initiation of clinical studies and marketing in those countries. The approval
process varies from country to country and the time period required in each
foreign country to obtain approval may be longer or shorter than that required
for regulatory approval in the United States. Clinical trials conducted under
approvals from foreign countries may not be accepted by the FDA and product
licensure in a foreign country does not mean that a product will be licensed by
the FDA or any other government entity for manufacturing and/or marketing.

      Medical device regulation is based on classification of the device into
three classes, I, II, or III. Class III medical devices are regulated much like
drugs, whereas Class I and II devices have less stringent data requirements than
drugs and do not require clinical trials for FDA clearance. Products submitted
to the FDA for clearance as medical devices can refer to the safety and
effectiveness data of medical devices which perform similar functions products
and which the FDA has already cleared. As long as a medical device submitted to
the FDA has the same clinical use as a medical device previously cleared by the
FDA the medical device submitted will normally receive FDA clearance providing
data proving substantial equivalence to the other approved medical devices and
verification of claims is provided to the FDA. In the case of the Histo-RECAF
kit, which is a Class I medical device, Biocurex provided the FDA with reports
from pathologists that used the kit and also provided a pathologist from the FDA
with a collection of tissues stained with the kit. Biocurex expects that its
Cryo-RECAF(TM) kit will also be classified as a Class I medical device. Biocurex
anticipates that its serum assay, if successfully developed, will be classified
as a Class II medical device.

     Biocurex plans to license its cancer  detection kits and its serum assay to
third parties which will be responsible  for any further  regulatory  approvals.
However,  any licensee of Biocurex may not be successful in obtaining additional
clearances or approvals from any regulatory authority with respect to Biocurex's
cancer  detection  kits or its serum  screening  assay.  The lack of  regulatory
approval for Biocurex's products will prevent the sale of these products. Delays


                                       6
<PAGE>

in obtaining regulatory approval or the failure to obtain regulatory approval in
one or more  countries  may  have a  material  adverse  impact  upon  Biocurex's
operations.

BioLargo Technologies, Inc.

      At December 31, 2001 Biocurex had a 51% interest in BioLargo Technologies,
Inc. ("BioLargo"). BioLargo has patented technology that combines
super-absorbent fibers with an iodine which becomes active when wet. This
composite material, known as I2ABSORB, is able to contain, absorb, deodorize and
neutralize various biohazardous materials including blood specimens,
incontinence pad, diapers, wound dressings, food package liners and surgical
drapes. Recently adopted U.S. Department of Transportation regulations require
the use of an absorbent between containers holding biohazardous materials and
outside packaging.

      Biocurex acquired its interest in BioLargo because it believed that
BioLargo would be able to generate revenues which could support Biocurex's
operations. When Biocurex determined that it was unlikely that BioLargo would be
able to generate a positive cash flow, Biocurex decided to sell most of its 51%
interest in BioLargo.

     On June 28, 2002, Biocurex entered into an option agreement with Turtle
Dove Resources, Inc. ("Turtle"), which gave Turtle the option to acquire
9,000,001 of the 10,000,001 shares of BioLargo's common stock owned by Biocurex.
Biocurex's investment in BioLargo as of June 28, 2002, was approximately
$128,000. During the ten months ended October 31, 2002, Biocurex sold 3,150,000
of its BioLargo shares to Turtle for $180,266. Subsequent to October 31, 2002
Turtle's option expired. In November 2002 Biocurex sold 900,000 shares of
BioLargo to Eastern Capital Corp. for $50,000. As of June 15, 2004 Biocurex did
not have an agreement with any person to sell its remaining BioLargo shares and
Biocurex is accounting for the remaining shares as an equity investment with no
value. BioLargo is presently inactive.

ITEM 2.     DESCRIPTION OF PROPERTY

      Biocurex's offices are located at 7080 River Road, Suite 215 Richmond,
British Columbia, and consist of 5,000 square feet of space. Biocurex's offices
are rented on a month-to-month basis for $3,165 per month.

ITEM 3.     LEGAL PROCEEDINGS

      In May 2004 Brett Salter, a former consultant to Biocurex, filed a civil
action in the Ontario Superior Court of Justice against Biocurex and Biocurex's
three directors. In the civil action Mr. Salter seeks 1,300,000 shares of
Biocurex's common stock and $80,000 in payment of consulting services. Biocurex
does not believe that it owes Mr. Salter any shares or amounts for the
consulting services allegedly provided by Mr. Salter and has denied Mr. Salter's
claims. In addition, Biocuex may seek the return of shares and cash previously
paid to Mr. Salter on the basis that Mr. Salter failed to provide services
called for by Biocurex's agreement with Mr. Salter.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.


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<PAGE>

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
            MATTERS.

      As of June 15, 2004, there were approximately 200 record holders of
Biocurex's common stock. Prior to April 15, 2004 Biocurex's common stock was
traded on the OTC Bulletin Board. Set forth below is the range of high and low
quotations for Biocurex's common stock for the periods indicated as reported by
the National Association of Securities Dealers, Inc. The market quotations
reflect inter-dealer prices, without retail mark-up, markdown or commissions and
may not necessarily represent actual transactions.

      Quarter Ending           High        Low

         3/31/01             $ 3.88     $ 3.50
         6/30/01               5.50       1.75
         9/30/01               5.88       1.95
        12/31/01               2.24       0.81

         3/31/02             $ 1.51     $ 0.50
         6/30/02               0.82       0.10
         9/30/02               0.15       0.05
        12/31/02               0.11       0.03

         3/31/03              $0.53      $0.05
         6/30/03              $0.26      $0.16
         9/30/03              $0.20      $0.15
        12/31/03              $0.36      $0.14

         3/31/04              $0.33      $0.24

      Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available and, in the
event of liquidation, to share pro rata in any distribution of Biocurex's assets
after payment of liabilities. The Board of Directors is not obligated to declare
a dividend. Biocurex has not paid any dividends on its common stock and Biocurex
does not have any current plans to pay any common stock dividends.

      On April 8, 2004 the Securities and Exchange Commission announced the
temporary suspension of trading in Biocurex's common stock. The trading
suspension ended at 11:59 p.m. on April 22, 2004. The SEC temporarily suspended
trading in Biocurex's common stock because of questions by the SEC regarding the
accuracy of assertions by Biocurex and others in press releases and e-mails sent
to investors. Biocurex believes that it has answered the SEC's questions
concerning information which has been publicly released by Biocurex.

      During the three months ended December 31, 2003, the Company sold 288,095
restricted shares of its common stock to two investors. The Company sold these
shares for $60,500 in cash. The Company relied upon the exemption provided by
Section 4(2) of the Securities Act of 1933 in connection with these sales.


                                       8
<PAGE>

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

Plan of Operation

      In February 2001, Biocurex discontinued its former business, which was the
purchase and sale of thoroughbred racehorses. In February and March of 2001,
Biocurex acquired certain patents and intellectual properties relating to a
technology which can be used to detect cancer. Since that time, Biocurex has
been involved in developing cancer detection technology and has:

o    developed a cancer detection kit for tissues (Histo-RECAF(TM)) which stains
     cancer cells thereby aiding a pathologist in the  identification  of cancer
     cells with the use of a microscope,

o    developed  the   Cryo-RECAF(TM)   diagnostic  kit  which  can  be  used  by
     pathologists  as an aid in  determining  whether cancer cells are benign or
     malignant during surgery, and

o    is  working  on the  development  of a  screening  assay  which can  detect
     multiple cancers from a blood (serum) sample.

      In January 2003 the FDA classified the Histo-RECAF(TM) kit as a Class I
medical device which allows the Histo-RECAF(TM) kits to be sold in the United
States. Biocurex has not applied to the FDA, Canada's Health Products and Food
Branch, or any other regulatory authority for permission to sell the
Cryo-RECAF(TM) kit on a commercial basis. Due to the costs involved in
manufacturing and marketing, Biocurex plans to license its Histo-RECAF(TM) and
Cryo-RECAF(TM) technology to third parties. If Biocurex is successful in
developing its serum based screening assay, Biocurex will attempt to license the
technology to a third party that has the financial capability to complete the
research and clinical trials necessary to obtain clearance from the FDA and
other regulatory authorities for the commercial sale of the assay.

      As of May 15, 2004 Biocurex had not sold any Histo-RECAF(TM) or
Cryo-RECAF(TM) test kits and had not licensed the technology relating to these
kits to any third parties.

      During the year ending December 31, 2004 Biocurex:

o    will  continue its efforts to license the  Histo-Recaf  technology to third
     parties.

o    plans to complete the  development of a prototype which can detect multiple
     cancers from a blood  (serum)  sample  assay.  If Biocurex is successful in
     developing  this  assay,   Biocurex  will  attempt  to  license  the  assay
     technology to  pharmaceutical  firms that have the financial  capability to
     complete the research and  clinical  trials  necessary to obtain  clearance
     from the FDA and other  regulatory  authorities  for the commercial sale of
     the assay.  Biocurex  estimates  that this  project  will cost  $300,000 to
     $500,000.  A significant  part of this research and development work may be
     performed by Pacific Biosciences Research Centre on behalf of the Company.


                                       9
<PAGE>

o    if necessary, will continue to raise capital through the sale of its common
     stock  or  securities  convertible  into  common  stock  in  order  to fund
     Biocurex's operations and research and development.

Results of Operations

Material changes of certain items in Biocurex's Statement of Operations for the
year ended December 31, 2003, as compared to the same period last year, are
discussed below:


                          Increase (I)
Item                     or Decrease (D)             Reason
------                   ---------------            --------

Professional Fees and           I
Consulting Fees                          Expense associated with 3,466,250
                                         shares and 2,600,000 options issued
                                         during the period for the following
                                         services:

                                         600,000 shares, having a market value
                                         of $122,881 at the time of issuance,
                                         for legal services
                                         1,410,000 shares, having a market value
                                         of $84,800 at the time of issuance, for
                                         scientific consulting
                                         1,456,250 shares, having a market value
                                         of $127,500 at the time of issuance,
                                         for business consulting
                                         2,600,000 options, having a market
                                         value of $642,970 at the time of
                                         issuance, for business consulting

Research and Development          D
                                         Expenses in this category declined as
                                         Biocurex made an effort to conserve
                                         cash.

General and Administrative        I
                                         Increased accounting fees and increased
                                         use of investor relations consultants.

Interest Income                   D
                                         Due to a decline in the market price of
                                         Biocurex's common stock as of December
                                         31, 2002, expense previously associated
                                         with the issuance of options and
                                         warrants was reversed and resulted in a
                                         gain, which was reflected in Biocurex's
                                         financial statements as interest
                                         income.

Interest Expense                  I
                                         Costs  related  to  the  issuance  of
                                         warrants to note holders


                                       10
<PAGE>

Liquidity and Capital Resources

      During the year ended December 31, 2002, Biocurex's operations used
$769,732 in cash. During this period Biocurex satisfied its cash requirements
primarily through:

      Sale of convertible notes                              $110,000

      Sale of part of Company's interest in BioLargo
         Technologies                                         230,666

      Sale of common stock in private placements               78,985

      Advances from Dr. Wittenberg                             30,782

      Increase in accrued interest on advances from
         Dr. Wittenberg                                        29,035

      Advances from related parties                           167,203

      Agreement of Dr. Moro and Dr. Wittenberg to defer
      part of their compensation due for the year ended
      December 31, 2002                                       108,000

      During the year ended December 31, 2003, Biocurex's operations used
$727,365 in cash. During this period Biocurex satisfied its cash requirements
primarily through:

      Sale of convertible notes (net of payments)             476,743

      Sale of common stock in private  placements and
      exercise of options                                     367,971

      Increase  in accrued  interest  on  advances
       from Dr. Wittenberg                                     56,022

      At December 31, 2001, Biocurex had a 51% interest in BioLargo
Technologies, Inc. During the year ended December 31, 2002, Biocurex sold a
portion of its interest in BioLargo Technologies, Inc. for gross proceeds of
$230,666, reducing their interest from approximately 51% to 30%. Beginning with
the year ended December 31, 2001, Biocurex has accounted for its investment in
BioLargo as an equity investment and reflected its losses and the gain from the
sale of the BioLargo shares separately on the consolidated statement of
operations. As of December 31, 2003, the investment in BioLargo Technologies,
Inc., for financial reporting purposes, did not have any cost basis. See Item 12
of this report for information concerning the acquisition of BioLargo
Technologies.





                                       11
<PAGE>


      Biocurex anticipates that the capital requirements for the year ended
December 31, 2004 will be as follows:

      Research and Development - Histo-Recaf kits        $ 75,000
      Research and Development - Serum screening assay    500,000
      Payment of Outstanding Liabilities                  100,000
      Repayment of Advances from a Director               100,000
      General and Administrative Expenses                 300,000
      Marketing and Investor Communications               200,000
                                                        ---------
            Total:                                     $1,275,000
                                                       ==========

      As of December 31, 2003, Biocurex had a working capital deficiency of
approximately $(996,000). Biocurex does not have any bank lines of credit or any
other traditional financing arrangements. Biocurex will need additional capital
until it is able to generate significant revenues from licensing its technology
or from other sources. Biocurex expects to obtain additional capital through the
private sale of its common stock or from borrowings from private lenders or
financial institutions. From an operations standpoint, the most significant
capital requirements of Biocurex are general and administrative expenses and
research and development. General and administrative expenses, exclusive of
depreciation, amortization and other expenses not requiring the use of cash
(such as the costs associated with issuing stock and options for services)
average approximately $60,500 per month. Biocurex's research and development
expenses vary, depending upon available capital. When more capital is available
to Biocurex, research and development expenses increase. Conversely, research
and development expenses decline when less capital is available. Pacific
Biosciences Research Centre, which is controlled by the President of Biocurex,
performs all research and development work on behalf of Biocurex. If Biocurex is
unable to raise the capital it needs, its research and development activities
will be curtailed or delayed and its operations will be reduced to a level which
can be funded with the capital available to Biocurex.

Recent Accounting Pronouncements

      See Note 1 to Biocurex's financial statements.

Critical Accounting Policies

      Biocurex's significant accounting policies are more fully described in
Note 1 to the Financial Statements included as a part of this report, However,
certain accounting policies are particularly important to the portrayal of
financial position and results of operations and require the application of
significant judgments by management. As a result, the consolidated financial
statements are subject to an inherent degree of uncertainty. In applying those
policies, management uses its judgment to determine the appropriate assumptions
to be used in the determination of certain estimates. These estimates are based
on Biocurex's historical experience, terms of existing contracts, observance of
trends in the industry and information available from outside sources, as
appropriate. Biocurex's significant accounting policies include:

     Going  Concern - The  accompanying  financial  statements  are  prepared in
conformity with accounting principles generally accepted in the United States of



                                       12
<PAGE>

America  applicable to a going concern,  which  contemplates  the realization of
assets  and  liquidation  of  liabilities  in the  normal  course  of  business.
Currently,  the liabilities of Biocurex exceed the carrying value of its assets.
Also,  Biocurex does not have  sufficient  cash nor does it have an  established
source of revenue to cover its ongoing  costs of  operations  and to allow it to
continue as a going  concern.  As of December 31,  2003,  Biocurex had a working
capital deficiency,  had incurred a loss for the year ended December 31, 2003 of
$2,618,955 and had incurred net losses of $4,355,190  since the inception of its
development  stage.  Although  these factors raise  substantial  doubt about the
ability of Biocurex to continue as a going concern,  the accompanying  financial
statements do not include any  adjustments  relative to the  recoverability  and
classification of assets,  carrying amounts or the amount and  classification of
liabilities that might result from the outcome of this uncertainty.

      Stock Options - In October 1996, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards No. 123, Accounting
for Stock-Based Compensation (SFAS No. 123). This statement encourages but does
not require companies to account for employee stock compensation awards based on
their estimated fair value at the grant date with the resulting cost charged to
operations. Biocurex has elected to continue to account for its employee
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and related Interpretations. In December 2002, the FASB issued SFAS
No. 148, "Accounting for Stock-Based Compensation - Transaction and Disclosure"
which amends SFAS No. 123. SFAS No. 148 provided alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation and requires more prominent and more
frequent disclosures in the financial statements of the effects of stock-based
compensation. The provisions of SFAS No. 148 are effective for periods beginning
after December 15, 2002. Biocurex has elected to continue to account for its
employee stock-based compensation using the intrinsic value method.

      Acquisition of Intangibles with Common Stock - In 2001 Biocurex acquired
patents and intellectual properties in exchange for shares of its common stock.
The acquisition of the patents and intellectual properties was accounted for
using the fair value of the stock, which for accounting purposes was not
practicably determinable since Biocurex did not have any assets at the time of
these acquisitions. As a result, for financial reporting purposes, no value was
assigned to the patents and the intellectual property acquired with shares of
common stock.

Restatement

      As explained in Note 1 to the financial statements which are part of this
report, the financial statements for the years ended December 31, 2002 and 2001
have been restated to properly account for the value of the intellectual
property and patents acquired from Lagostar Trading S.A. and Curex Technologies,
Inc. and the associated amortization of this intellectual property and patents.
It was determined that Generally Accepted Accounting Principles required the
Company's financial statements to show this intellectual property as having no
value and the value of the patents should be adjusted to $204,468.
Notwithstanding the application of Generally Accepted Accounting Principles to
the acquisition of these intellectual properties, an independent appraisal has
valued the Company's intellectual property at approximately $5,000,000 as of
December 31, 2003. See Item 12 of this report for information regarding the
acquisition of the intellectual properties from Lagostar and Curex Technologies,
Inc.


                                       13
<PAGE>


ITEM 7.     FINANCIAL STATEMENTS.

      See the financial statements attached to and made a part of this report.

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURES

      Effective May 2, 2001, Biocurex retained Merdinger, Fruchter, Rosen &
Corso, P.C. to act as Biocurex's independent certified public accountants. In
this regard, Merdinger, Fruchter, Rosen & Corso, P.C. replaced Scott W. Hatfield
as Biocurex's independent certified public accountant. Biocurex replaced Mr.
Hatfield with Merdinger, Fruchter, Rosen & Corso, P.C. as a result of the change
in Biocurex's management and the relocation of Biocurex's offices from Texas to
California. Mr. Hatfield audited Biocurex's financial statements for the fiscal
years ended December 31, 1999 and 2000. The report of Mr. Hatfield for these
fiscal years did not contain an adverse opinion, or disclaimer of opinion and
was not qualified or modified as to audit scope or accounting principles.
However, the report of Mr. Hatfield for these fiscal years was qualified with
respect to uncertainty as to Biocurex's ability to continue as a going concern.
During Biocurex's two most recent fiscal years and subsequent interim period
ending May 2, 2001, there were no disagreements with Mr. Hatfield on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of Mr. Hatfield would have caused him to make reference to such
disagreements in his report.

      The change in Biocurex's auditors was recommended and approved by the
board of directors of Biocurex. Biocurex does not have an audit committee.

      During the two most recent fiscal years and subsequent interim period
ending May 2, 2001, Biocurex did not consult with Merdinger, Fruchter, Rosen &
Corso, P.C. regarding the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on Biocurex's financial statements, or any matter that was the
subject of a disagreement or a reportable event as defined in the regulations of
the Securities and Exchange Commission.

     Effective August 6, 2002, Merdinger,  Fruchter,  Rosen & Company, P.C., the
firm which audited  Biocurex's  financial  statements  for the fiscal year ended
December 31, 2001,  was  dismissed and replaced by  Stonefield  Josephson,  Inc.
("Stonefield  Josephson")  to act as  Biocurex's  independent  certified  public
accountants.  The reports of Merdinger,  Fruchter, Rosen & Company, P.C. for the
fiscal year did not contain an adverse  opinion,  or disclaimer of opinion,  and
was not  qualified  or  modified  as to audit  scope or  accounting  principles.
However, the report of Merdinger, Fruchter, Rosen & Company, P.C. for the fiscal
year was  qualified  with respect to  uncertainty  as to  Biocurex's  ability to
continue as a going  concern.  During  Biocurex's  most  recent  fiscal year and
subsequent  interim period ended August 6, 2002 there were no disagreements with
Merdinger,  Fruchter,  Rosen  &  Company,  P.C.  on  any  matter  of  accounting
principles or practices,  financial  statement  disclosure or auditing  scope or
procedures,  which  disagreements,  if  not  resolved  to  the  satisfaction  of
Merdinger,  Fruchter,  Rosen  &  Company,  P.C.  would  have  caused  it to make
reference to such disagreements in its reports.


                                       14
<PAGE>

      The change in Biocurex's auditors was recommended and approved by the
board of directors of Biocurex.

      During the two most recent fiscal years and subsequent interim period
ending August 6, 2002, Biocurex did not consult with Stonefield Josephson
regarding the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on Biocurex's financial statements, or any matter that was the subject
of a disagreement or a reportable event as defined in the regulations of the
Securities and Exchange Commission.

ITEM 8A.    CONTROLS AND PROCEDURES

     Dr.  Ricardo  Moro,  Biocurex's  Chief  Executive  Officer  and Dr.  Gerald
Wittenberg,   Biocurex's   Principal  Financial  Officer,   have  evaluated  the
effectiveness of Biocurex's  disclosure controls and procedures as of the end of
the period covered by this report (the "Evaluation  Date"); and in their opinion
Biocurex's  disclosure controls and procedures ensure that material  information
relating to Biocurex,  including Biocurex's consolidated  subsidiaries,  is made
known to them by others within those entities, particularly during the period in
which this report is being prepared,  so as to allow timely decisions  regarding
required disclosure.  However, Biocurex's auditors have advised Dr. Moro and Dr.
Wittenberg that Biocurex presently does not have accounting personnel capable of
accounting  for complex  transactions,  and hence are not  capable of  preparing
Biocurex's   financial   statements   (including   footnotes  to  the  financial
statements) in accordance with generally accepted accounting principles.  To the
knowledge of Dr. Moro and Dr. Wittenberg there have been no significant  changes
in Biocurex's  internal  controls or in other  factors that could  significantly
affect Biocurex's  internal controls subsequent to the Evaluation Date. Biocurex
plans to hire a part time consultant who will assist Biocurex in the preparation
of its financial statements.


ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
            PERSONS.

      Information concerning Biocurex's officers and directors follows:

      Name                    Age           Position
      -------                -----          ----------

      Dr. Ricardo Moro         51           President, Chief Executive Officer
                                            and a Director
      Dr. Gerald Wittenberg    51           Principal Financial Officer,
                                            Secretary, Treasurer, and a
                                            Director
      Dr. Phil Gold, PhD       64           Director

      Each director holds office until his successor is duly elected by the
stockholders. Biocurex's officers serve at the pleasure of the Board of
Directors.

     Dr.  Ricardo Moro, MD. - has been an officer and director of Biocurex since
March 2001.  Since 1996 Dr. Moro has been the  President of Pacific  Biosciences
Research Centre,  formerly named Curex Technologies Inc., where he developed the
RECAF  cancer  marker  concept.  From 1980 to 1985,  Dr.  Moro  worked in cancer


                                       15
<PAGE>

research at the French National Cancer Institute near Paris,  France.  From late
1985  to  1988  he  worked  at  the   University   of   Alberta,   Edmonton   on
onco-developmental  biology.  From  1989  to  1996  he was  engaged  in  various
entrepreneurial ventures relating to diagnostics and instrumentation.

      Dr. Gerald Wittenberg D.M.D., MS. - has been an officer and director of
Biocurex since March 2001. Dr. Wittenberg is a specialist in Oral and
Maxillofacial Surgery and has been in private practice since 1981.

      Dr. Phil Gold, C.C., O.Q., MD., PhD. - has been a director of Biocurex
since March of 2001. From 1978 to 1980, Dr. Gold was Director of the McGill
Cancer Centre in Montreal, Quebec. From 1980 to 1984, he was Physician-in-Chief
of the Montreal General Hospital. From 1985 to 1990, he served as Chairman of
the Department of Medicine at McGill University in Montreal. His present
positions include Physician-in-Chief, Department of Medicine, The Montreal
General Hospital; Professor of Medicine, McGill University; Professor,
Departments of Physiology and Oncology, McGill University; and the Director of
the McGill University Medical Clinic at the Montreal General Hospital.

      Biocurex does not have a compensation committee. The Board of Directors of
Biocurex serves as its Audit Committee. Biocurex does not have a director
serving as a financial expert. Biocurex does not believe a financial expert is
necessary since Biocurex does not have any revenues. Dr. Phil Gold is the only
director who is independent, as that term is defined in Section 121(A) of the
Listing Standards of the American Stock Exchange.

      Biocurex has adopted a Code of Ethics which is applicable to its principal
executive, financial, and accounting officers and persons performing similar
functions. The Code of Ethics is available on Biocurex's website located at
www.biocurex.com.

      Section 16(a) of the Securities Exchange Act of 1934 requires directors,
executive officers and 10% or greater shareholders of the Company to file with
the Securities and Exchange Commission initial reports of ownership (Form 3) and
reports of changes in ownership of equity securities of the Company (Form 4 and
Form 5) and to provide copies of all such forms as filed to the Company. To the
Company's knowledge, during the year ended December 31, 2003 the number of
reports and number of transactions not filed within the time periods required by
the regulations of the Securities and Exchange Commission by the Company's
officers and directors were: Dr. Ricardo Moro (two reports and twenty
transactions), Dr. Gerald Wittenberg (two reports and fifteen transactions), Dr.
Phil Gold (two reports and nine transactions).

Management Changes

      In  April  2002 Dr.  Strathearn  Wilson  resigned  as  Biocurex's  Chief
Executive  Officer and was  replaced  by Paul  Slowey.  In  December  2002 Mr.
Slowey resigned as Biocurex's Chief Executive  Officer and was replaced by Dr.
Ricardo  Moro.  In December  2002 Bruce Horton  resigned as  Biocurex's  Chief
Financial Officer and was replaced by Gerald Wittenberg.

ITEM 10.    EXECUTIVE COMPENSATION

     The following table sets forth in summary form the compensation received by
(i) the Chief  Executive  Officer of Biocurex  and (ii) by each other  executive


                                       16
<PAGE>

officer of Biocurex  who  received in excess of $100,000  during the fiscal year
ended December 31, 2003. Biocurex does not have a Compensation Committee.

                                                                         All
                                          Other                         Other
                                          Annual    Restric-             Com-
Name and                                  Compen-  ted Stock  Options   pensa-
Principal         Fiscal  Salary  Bonus   sation    Awards    Granted    tion
Position           Year    (1)     (2)      (3)      (4)        (5)      (6)
------------      ------  ------  -----  -------   ---------  ------   -------


Dr. Ricardo Moro    2003  $    --    --       --       --    800,000     --
Chief Executive
Officer since       2002  $27,000    --       --       --    600,000     --
December 10, 2002

Dr. Paul Slowey     2002  $108,500   --       --       --         --     --
Chief Executive Officer
between April  2002
and December  2002

Dr. Strathearn
  Wilson            2002  $  5,732   --       --       --    125,000     --
Chief Executive     2001  $ 22,785
Officer between
March 2001 and
April 2002

(1) The dollar value of base salary (cash and non-cash) earned during the fiscal
    year. At December 31, 2002 Biocurex owed Dr. Moro $54,000 for accrued
    compensation. In March 2003 Dr. Moro applied $35,000 of the amount owed to
    him toward the exercise price of options to purchase 500,000 shares of
    Biocurex's common stock. In March 2003 Biocurex issued Dr. Moro 250,000
    shares in payment of $12,000 of accrued compensation. Dr. Slowey's salary
    was paid in June 2003 with 353,000 shares of the Company's common stock.
(2) The dollar value of bonus (cash and non-cash) received.
(3) Any other annual compensation not properly categorized as salary or
    bonus, including perquisites and other personal benefits, securities or
    property.
(4) During the periods covered by the table, the value of the shares of
    Biocurex's common stock issued as compensation for services.

      The table below shows the number of shares of Biocurex's common stock
owned by the officers listed above, and the value of these shares as of December
31, 2003.

      Name                    Shares         Value
     -------                  -------        ------

      Dr. Ricardo Moro        315,000        $70,000

(5) The shares of common stock to be received upon the exercise of all stock
    options granted during the periods covered by the table.
(6) All other compensation received that Biocurex could not properly report in
    any other column of the table.

     Biocurex does not have an audit committee or a compensation committee.  The
directors of Biocurex approve their own compensation  since decisions  regarding
compensation  to be paid to the officers  and  directors of Biocurex are made by
the directors by resolutions adopted by unanimous written consent. Biocurex does


                                       17
<PAGE>

not have any policy which  prohibits or limits the power of directors to approve
their own compensation

Employment Contracts

      Biocurex does not have any employment contracts with its executive
officers.

Long-Term Incentive Plans - Awards in Last Fiscal Year

      None.

Employee Pension, Profit Sharing or Other Retirement Plans

      None.

Compensation of Directors

      Standard Arrangements. Currently Biocurex does not pay its directors for
serving as directors. Biocurex has no standard arrangement pursuant to which
directors of Biocurex are compensated for any services provided as a director or
for committee participation or special assignments.

      Other Arrangements. See "Stock Option and Bonus Plans" below for
information concerning options granted to Biocurex's officers and directors.

Stock Option and Bonus Plans

      Biocurex has a Non-Qualified Stock Option Plan and a Stock Bonus Plan. A
summary description of these Plans follows. In some cases these Plans are
collectively referred to as the "Plans."

Non-Qualified Stock Option Plan

      The Non-Qualified Stock Option Plan authorizes the issuance of shares of
Biocurex's Common Stock to persons that exercise options granted pursuant to the
Plan. Biocurex's employees, directors, officers, consultants and advisors are
eligible to be granted options pursuant to the Plan, provided however that bona
fide services must be rendered by such consultants or advisors and such services
must not be in connection with the offer or sale of securities in a
capital-raising transaction. The option exercise price is determined by the
Committee but cannot be less than the market price of Biocurex's Common Stock on
the date the option is granted.

Stock Bonus Plan

     Under the Stock  Bonus Plan,  Biocurex's  employees,  directors,  officers,
consultants  and advisors are eligible to receive a grant of Biocurex's  shares,


                                       18
<PAGE>

provided  however that bona fide  services  must be rendered by  consultants  or
advisors and such services  must not be in connection  with the offer or sale of
securities in a capital-raising transaction.

Other Information Regarding the Plans

      The Plans are administered by Biocurex's Board of Directors. The Directors
serve for a one-year tenure and until their successors are elected. A Director
may be removed at any time by the vote of a majority of Biocurex's shareholders.
Any vacancies that may occur on the Board of Directors may be filled by the
Board of Directors. The Board of Directors is vested with the authority to
interpret the provisions of the Plans and supervise the administration of the
Plans. In addition, the Board of Directors is empowered to select those persons
to whom shares or options are to be granted, to determine the number of shares
subject to each grant of a stock bonus or an option and to determine when, and
upon what conditions, shares or options granted under the Plans will vest or
otherwise be subject to forfeiture and cancellation.

      In the discretion of the Board of Directors, any option granted pursuant
to the Plans may include installment exercise terms such that the option becomes
fully exercisable in a series of cumulating portions. The Board of Directors may
also accelerate the date upon which any option (or any part of any options) is
first exercisable. Any shares issued pursuant to the Stock Bonus Plan and any
options granted pursuant to the Non-Qualified Stock Option Plan will be
forfeited if the "vesting" schedule established by the Board of Directors at the
time of the grant is not met. For this purpose, vesting means the period during
which the employee must remain an employee of Biocurex or the period of time a
non-employee must provide services to Biocurex. At the discretion of the Board
of Directors, payment for the shares of common stock underlying options may be
paid through the delivery of shares of Biocurex's common stock having an
aggregate fair market value equal to the option price, provided such shares have
been owned by the option holder for at least one year prior to such exercise. A
combination of cash and shares of common stock may also be permitted at the
discretion of the Board of Directors.

      Options are generally non-transferable except upon death of the option
holder. Shares issued pursuant to the Stock Bonus Plan will generally not be
transferable until the person receiving the shares satisfies the vesting
requirements imposed by the Board of Directors when the shares were issued.

      The Board of Directors of Biocurex may at any time, and from time to time,
amend, terminate, or suspend one or more of the Plans in any manner they deem
appropriate, provided that such amendment, termination or suspension will not
adversely affect rights or obligations with respect to shares or options
previously granted. The Board of Directors may not without shareholder approval
make any amendment which would materially modify the eligibility requirements
for the Plans or materially increase in any other way the benefits accruing to
employees who are eligible to participate in the Plans.

Options  Granted and Exercised  During Year Ended December 31, 2002 and Value
of Options at Year End

     The  following  tables  set forth  information  concerning  the  options or
warrants (collectively the "options") granted during the year ended December 31,


                                       19
<PAGE>

2002 to  Biocurex's  officers  and  directors  and the value of all  unexercised
options  (regardless  of when  granted) held by these persons as of December 31,
2002.

                                          % of Total
                       Shares Issuable     Options
                       Upon Exercise      Granted to   Price Per    Expiration
 Name                  of Options (1)      Employees    Share (2)      Date
------                 --------------     ----------   --------     ---------

Dr. Ricardo Moro           600,000          26.9%        $0.07      11/01/04
Dr. Gerald Wittenberg      600,000          26.9%        $0.07      11/01/04
Dr. Phil Gold              130,000           5.8%        $0.07      11/01/04

(1)  All of these options were granted pursuant to Biocurex's Non-Qualified
     Stock Option Plan. On March 12, 2003 Dr. Moro and Dr. Wittenberg each
     agreed to the cancellation of options for the purchase of 100,000 shares.
     Subsequently, all of the options in this table were exercised.

(2)  On December 5, 2002 Biocurex's Board of Directors approved a resolution
     lowering the exercise price of these options from $1.00 to $0.07.
     Biocurex's directors authorized the repricing of the options since the
     exercise price of the options prior to their repricing was substantially in
     excess of the market price of Biocurex's common stock on the repricing date
     and as a result, the options no longer served as an effective incentive to
     the holders of the options.
                                                             Value (in $) of
                                                             Unexercised In-the-
                                                 Number of     Money Options at
                                                Unexercised    December   31,
                        Shares                  Options (3)      2002 (4)
                      Acquired On    Value      Exercisable/    Exercisable/
Name                  Exercise(1)  Realized(2)  Unexercisable  Unexercisable
---------            ------------  -----------  ------------   -------------

Dr. Ricardo Moro          --           --        600,000/--         --/--
Dr. Gerald Wittenberg     --           --        600,000/--         --/--
Dr. Gerald Wittenberg     --           --        252,278/-- (5)     --/--
Dr. Phil Gold             --           --        130,000/--         --/--

(1)  The number of shares received upon exercise of options during the year
     ended December 31, 2002.
(2)  With respect to options exercised during Biocurex's year ended December 31,
     2002, the dollar value of the difference between the option exercise price
     and the market value of the option shares purchased on the date of the
     exercise of the options.
(3)  The total number of unexercised options held as of December 31, 2002,
     separated between those options that were exercisable and those options
     that were not exercisable. On March 12, 2003 Dr. Moro and Dr. Wittenberg
     each agreed to the cancellation of options for the purchase of 100,000
     shares. Subsequently, all of the options in this table, with the exception
     of options to purchase 252,278 shares held by Dr. Wittenberg, were
     exercised.
(4)  For all unexercised options held as of December 31, 2002, the market value
     of the stock underlying those options as of December 31, 2002.
(5)  On December 5, 2002 Biocurex's Board of Directors approved a resolution
     lowering the exercise price of these options from $0.50 to $0.05.
     Biocurex's directors authorized the repricing of the options since the
     exercise price of the options prior to their repricing was substantially in
     excess of the market price of Biocurex's common stock on the repricing date
     and as a result the options no longer served as an effective incentive to
     the holder of the options.


                                       20
<PAGE>

Options  Granted and Exercised  During Year Ended December 31, 2003 and Value
of Options at Year End

The following tables set forth information concerning the options or warrants
(collectively the "options") granted during the year ended December 31, 2003 to
Biocurex's officers and directors and the value of all unexercised options
(regardless of when granted) held by these persons as of December 31, 2003.

                                          % of Total
                        Shares Issuable    Options
                        Upon Exercise     Granted to   Price Per    Expiration
 Name                     of Options       Employees    Share (2)     Date
------                 -----------------  -----------   --------    -----------

Dr. Ricardo Moro            800,000 (1)      24%         $0.001       8/31/08
Dr. Gerald Wittenberg       800,000 (1)      24%         $0.001       8/31/08
Dr. Gerald Wittenberg     1,275,000          39%         $0.08        1/15/08
Dr. Phil Gold               150,000 (1)       5%         $0.001       8/31/08


(1)  These options were granted pursuant to Biocurex's Non-Qualified Stock
     Option Plan.

                                                              Value (in $) of
                                                             Unexercised In-the-
                                                 Number of     Money Options at
                                                Unexercised    December   31,
                        Shares                  Options (3)      2002 (4)
                      Acquired On    Value      Exercisable/    Exercisable/
Name                  Exercise(1)  Realized(2)  Unexercisable  Unexercisable
----------           ------------  -----------  ------------   -------------
Dr. Ricardo Moro      150,000      $31,500        650,000/--     $146,250/--
Dr. Gerald Wittenberg 150,000      $31,500        650,000/--     $146,250/--
Dr. Gerald Wittenberg      --           --        252,278/--     $ 42,888/--
Dr. Gerald Wittenberg      --           --      1,275,000/--     $178,500/--
Dr. Phil Gold         210,000      $31,700                --              --


(1)  The number of shares received upon exercise of options during the year
     ended December 31, 2003.
(2)  With respect to options exercised during Biocurex's year ended December 31,
     2003, the dollar value of the difference between the option exercise price
     and the market value of the option shares purchased on the date of the
     exercise of the options.

(3)  The total number of unexercised options held as of December 31, 2003,
     separated between those options that were exercisable and those options
     that were not exercisable.
(4)  For all unexercised options held as of December 31, 2003, the market value
     of the stock underlying those options as of December 31, 2003.



                                       21
<PAGE>


Summary

      The following table shows the weighted average exercise price of the
outstanding options granted pursuant to Biocurex's Non-Qualified Stock Option
Plan as of December 31, 2003. Biocurex's Non-Qualified Stock Option Plan has not
been approved by Biocurex's shareholders.

                                                         Number of Securities
                     Number                              Remaining Available
                  of Securities                          For Future Issuance
                  to be Issued    Weighted-Average    Under Equity Compensation
                  Upon Exercise   Exercise Price of  Plans (Excluding Securities
                  of Outstanding   of Outstanding     Reflected in Column (a))
Plan category     Options  [a]      Options  [b]              [c]
-------------------------------------------------------------------------------

Non-Qualified Stock
 Option Plan         1,715,000           $0.03                 7,113,056

      Subsequent to April 15, 2004 options to purchase 865,000 shares of common
stock were granted pursuant to the Non-Qualified Stock Option Plan.

      The following sets forth certain information as of May 15, 2004 concerning
the stock options and stock bonuses granted by Biocurex pursuant to the Plans.
Each option represents the right to purchase one share of Biocurex's common
stock.
                  Total Shares                         Shares       Remaining
                    Reserved     Options   Options    Issued As   Options/Shares
Name of Plan       Under Plans   Granted   Exercised  Stock Bonus   Under Plans
------------        -----------  -------   ---------  -----------  ------------

Non-Qualified
Stock Option Plan    12,500,000  6,441,944   4,516,944     N/A      6,248,056

Stock Bonus Plan      5,500,000      N/A        N/A    1,134,250    4,365,750

      The following table  summarizes the options and stock bonuses  exercised
by Biocurex's officers,  directors,  employees and consultants pursuant to the
Plans, as well as outstanding options, as of May 15, 2004.

Non-Qualified Stock Options
---------------------------

                        Options    Exercise     Expiration    Options Exercised
Name                    Granted     Price        Date (2)     as of May 15, 2004
----                     -------   ---------   -----------   -------------------

Ricardo Moro            500,000      $0.07 (1)   11/01/04        500,000
Ricardo Moro            800,000      $0.001(4)   08/31/08        150,000
Ricardo Moro            650,000      $0.001      03/31/09             --
Gerald Wittenberg       500,000      $0.07 (1)   11/01/04        500,000
Gerald Wittenberg       800,000      $0.001(4)  08/31/08         150,000
Gerald Wittenberg       650,000      $0.001      03/31/09             --
Phil Gold               130,000      $0.07 (1)   11/01/04        130,000
Phil Gold               150,000      $0.001      08/31/08        150,000
Phil Gold               150,000      $0.001      03/31/09        150,000


                                       22
<PAGE>

Shelly Singhal          312,500      $0.16            (3)        312,500
Shelly Singhal          400,000      $0.16            (3)        400,000
Shelly Singhal          287,500      $0.16            (3)        287,500
Shelly Singhal          277,777      $0.18            (3)        277,777
Shelly Singhal          104,167      $0.24            (3)        104,167
Other employees and
   consultants:         600,000      $0.17       06/12/03        600,000
                        715,000      $0.07 (1)   11/01/04        565,000
                        265,000      $0.14        1/01/07             --
                        200,000      $0.22       03/31/06        200,000
                        250,000        (5)       05/10/04             --
                     ----------
                      7,741,944
                      =========

(1)  On December 5, 2002 Biocurex's Board of Directors approved a resolution
     lowering the exercise price of these options from $1.00 to $0.07.
     Biocurex's directors authorized the repricing of the options since the
     exercise price of the options prior to their repricing was substantially in
     excess of the market price of Biocurex's common stock on the repricing date
     and as a result the options no longer served as an effective incentive to
     the holders of the options

(2)  The options may expire on earlier dates as the result of the termination of
     the option holder's employment or other association with Biocurex.

(3)  On May 6, 2003 Biocurex entered into a consulting agreement with First
     Securities USA, Inc., which provides that First Securities will provide
     advice to Biocurex concerning corporate structure, mergers, acquisitions,
     related business combinations, marketing and policies and procedures.

      The consulting services will be provided by Shelly Singhal, an employee of
First Securities, and as a result Mr. Singhal will receive any shares issuable
upon the exercise of these options.

      As consideration for these consulting services, Biocurex granted First
      Securities:

o    An option to purchase up to 1,000,000  shares of  Biocurex's  common stock,
     exercisable at mutually agreeable prices prior to exercise; and
o    At the  election of  Biocurex,  an option to  purchase up to an  additional
     3,000,000  shares of  Biocurex's  common  stock,  exercisable  at  mutually
     agreeable prices prior to exercise.

      As of May 15, 2004 Mr. Singhal had exercised options to purchase 1,381,944
shares of Biocurex's common stock. The exercise prices are shown in the table.

(4)  The exercise price of these options was set at below market value to
     compensate Dr. Moro and Dr. Wittenberg for services provided to Biocurex.
(5)  Exercise price is 90% of the market price of Biocurex's common stock on the
     date prior to exercise of option.

Stock Bonuses

      As of May 15, 2004 Biocurex had issued shares of its common stock pursuant
to its Stock Bonus plan to the following persons:


                                       23
<PAGE>

      Name                                 Date          Shares
      ----                                 ----          -------

      Former employee and consultants     various       1,134,250

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT.

      The following table sets forth, as of May 31, 2004, information with
respect to the shareholdings of (i) each person owning beneficially 5% or more
of Biocurex's common stock (ii) each officer and director of Biocurex (iii) all
officers and directors as a group. Unless otherwise indicated, each owner has
sole voting and investment powers over his shares of common stock.

                                        Number of           Percent of
     Name and Address                   Shares (1)            Class

     Dr. Ricardo Moro                  1,550,000               5.6%
     1007-1625 West 13th Avenue
     Vancouver, British Columbia
     Canada  V6J 2E9

     Dr. Gerald Wittenberg             3,902,548              13.3%
     6857 Churchill Street
     Vancouver, British Columbia
     Canada  V6P 5B4

     Dr. Phil Gold                            --                 0%
     3225 The Boulevard
     Westmount, Quebec
     Canada  H3Y 1S4


     All Officers and Directors
     as a Group (3 persons)            5,452,548              18.9%

(1) Includes shares issuable upon the exercise of options granted to the
    following persons, all of which are presently exercisable.

                                   Shares Issuable Upon      Option Exercise
         Name                      Exercise of Options           Price
         ----                      --------------------     ------------------

         Dr. Ricardo Moro               650,000                 $0.001
         Dr. Ricardo Moro               650,000                 $0.001
         Dr. Gerald Wittenberg          252,278                 $0.05
         Dr. Gerald Wittenberg        1,275,000                 $0.08
         Dr. Gerald Wittenberg          650,000                 $0.001
         Dr. Gerald Wittenberg          650,000                 $0.001



                                       24
<PAGE>

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      As of December 31, 2000, Biocurex was engaged in the acquisition and sale
of thoroughbred racing horses. As of December 31, 2000 Biocurex owned one
thoroughbred horse and had 2,525,000 outstanding shares of common stock. The
officers and directors of Biocurex at that time were Kevin B. Halter, Kevin B.
Halter Jr., and Pam J. Halter. The Halter's collectively owned 1,900,000 shares
of Biocurex's common stock. During the year ended December 31, 2001, Biocurex
transferred the thoroughbred horse, having a net book value of $13,128, to the
Halter's as payment in full on the advances given to Biocurex totaling $72,303.
The difference of $59,175 was recorded as a contribution to capital.

      On February 20, 2001, Ignacio Martinelli purchased 1,892,308 shares from
the Halters for $50,000. In connection with this transaction, the Halters
elected Mr. Martinelli as a director and then resigned their positions as
officers and directors of Biocurex. Biocurex also ceased its business activities
relating to the acquisition and sale of thoroughbred racehorses.

      On February 21, 2001, Biocurex issued 150,000 (1,950,000 post split)
shares of its common stock to acquire all of the issued and outstanding shares
of Lagostar Trading S.A. At the time of this acquisition, Lagostar Trading owned
certain technology and patents, which relate to the early detection of cancer.
Prior to its acquisition by Biocurex, all of the outstanding shares of Lagostar
Trading were owned by relatives of Dr. Ricardo Moro, an officer and director of
Biocurex.

      On March 1, 2001, Biocurex's Board of Directors declared a 13-for-1
forward stock split.

      As a result of this forward split, Mr. Martinelli owned 24,600,004 shares
of common stock and Biocurex's capitalization increased to 32,825,026
outstanding shares of common stock.

      On March 25, 2001, Biocurex acquired the following assets from Pacific
Biosciences Research Centre, formerly named Curex Technologies Inc., in
consideration for the assumption by Biocurex of promissory notes in the amount
of $2,326,869, which were payable by Pacific Biosciences to various third
parties:

o     Patents
o     Proprietary technology
o     Cash in the amount of $129,032
o     A 51% interest in Biolargo.

      Dr. Ricardo Moro was at the time of this acquisition and at present is,
the president and sole shareholder of Pacific Biosciences.

      On April 20, 2001, Mr. Martinelli, as Biocurex's sole director, appointed
Dr. Ricardo Moro, Dr. Gerald Wittenberg and Dr. Phil Gold as directors.
Following these appointments, Mr. Martinelli resigned as an officer and a
director.

      In March 2001, Mr. Martinelli returned 24,600,004 shares of common stock
to Biocurex for cancellation.



                                       25
<PAGE>

      In May 2001, Biocurex issued 1,544,404 shares of its common stock in
payment of the notes, plus accrued interest, which Biocurex assumed in
connection with the acquisition of assets from Pacific Biosciences Research
Centre. Dr. Wittenberg received 519,270 of these shares.

      Pacific BioSciences Research Centre conducts all research relating to the
technology under development by Biocurex. Pacific BioSciences Research Centre is
owned 100% by Dr. Ricardo Moro. See Item 1 of this report for information
concerning amounts billed to Biocurex by Pacific BioSciences Research Centre. As
of December 31, 2003 Biocurex owed Pacific BioScience Research Centre
approximately $322,000 for research and $24,000 for general and administrative
expenses paid by Pacific Bioscience Research Centre on behalf of Biocurex.

      On December 18, 2001, Dr. Gerald Wittenberg was issued warrants to
purchase 252,278 shares of Biocurex's common stock at $0.50 per share. These
warrants, which expire on December 31, 2006, were issued as additional
consideration for advances made by Dr. Gerald Wittenberg to Biocurex. On
December 5, 2002, Biocurex's Board of Directors approved a resolution lowering
the exercise price of these warrants from $0.50 to $0.05. As of December 31,
2003 Biocurex owed Dr. Wittenberg $143,089, plus accrued interest of $66,726, in
connection with these loans. The amounts due Dr. Wittenberg bear interest at 11%
per year, are unsecured and are due on demand. In January 2003 Dr. Wittenberg
was issued a warrant to purchase 1,275,000 shares of Biocurex's common stock at
a price of $0.08 per share. This warrant expires on January 15, 2008.

      At December 31, 2002 Biocurex owed Dr. Moro-Vidal and Dr. Wittenberg
$54,000 each for accrued compensation. In March 2003 Dr. Moro-Vidal and Dr.
Wittenberg each applied $35,000 of the amount owed to them by Biocurex toward
the exercise price of options to purchase 500,000 shares of Biocurex's common
stock. In March 2003 Biocurex issued Dr. Moro-Vidal and Dr. Wittenberg 250,000
shares each in payment of $12,000 of accrued compensation.

      In March 2003 Biocurex issued 725,000 shares of its common stock in
settlement of $132,000 in liabilities owed to four persons who were not
affiliated with Biocurex.

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

ExhibitNumber                                            Exhibit Name

ExhibitNumber                                            Exhibit Name

3.1      Certificate of Incorporation          Incorporated  by  reference to
                                               Exhibit  3.1 to the  Company's
                                               Registration    Statement   on
                                               Form 10-SB.

3.2      Bylaws                                Incorporated by reference to
                                               Exhibit 3.2 to Registration
                                               Statement on Form 10-SB.


                                       26
<PAGE>

4.1      Non-Qualified Stock Option Plan
                                               Incorporated by reference to
                                               Exhibit 4.1 of the Company's
                                               Registration Statement on Form
                                               S-8 (Commission File No.
                                               333-103259).


4.2      Stock Bonus Plan                      Incorporated by reference to
                                               Exhibit 4.2 of the Company's
                                               Registration Statement on Form
                                               S-8 (Commission File No.
                                               333-103529).

10.1     Asset Purchase Agreement relating to the
         acquisition of Lagostar Trading S.A.
                                               Incorporated by reference to
                                               Exhibit 10.2 to the Company's
                                               report on Form 8-K dated February
                                               20, 2001.

10.2     Asset Purchase Agreement with
         Curex Technologies, Inc.              Incorporated by reference to
                                               Exhibit 10.2 to the Company's
                                               report on Form 10-KSB for the
                                               year ended December 31, 2001.

10.4     Consulting Agreement with
         Dr. Gonzalo Ardao
                                               Incorporated by reference to
                                               Exhibit 4.3 to the Company's
                                               Registration Statement on Form
                                               S-8 (Commission File No.
                                               333-103259).

10.5     Consulting Agreement with
          Dr. Gabriela Gualco                  Incorporated by
                                               reference to Exhibit 4.4 to the
                                               Company's Registration Statement
                                               on Form S-8 (Commission File No.
                                               333-103259).

23.1     Consent of Accountants
                                               ----------------------------

31       Rule 13a-14(a) Certifications
                                               ----------------------------

32       Section 1350 Certifications
                                               ----------------------------

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Stonefield & Josephson,  Inc.  served as Biocurex's  independent  public
accountants for the fiscal years ended December 31, 2002 and 2003.

      The following table sets forth the aggregate fees billed to Biocurex for
the years ended December 31, 2002 and 2003 by Stonefield & Josephson, Inc.



                                       27
<PAGE>



                                     2002        2003
                                    ------     -------

Audit Fees                       $ 20,000     $60,843
Audit Related Fees                  7,097      26,500
Financial Information Systems          --          --
Design and Implementation Fees         --          --
Tax Fees                               --          --
All Other Fees                         --          --

    Audit fees represent amounts billed for professional services rendered for
the audit of Biocurex's annual financial statements and the reviews of the
financial statements included in Biocurex's 10-QSB for the fiscal year. Audit
related fees pertain to reviews of registration statements filed by Biocurex
during the year with the Securities and Exchange Commission. Before Stonefield &
Josephson, Inc. was engaged by Biocurex to render audit or audit related
services, the engagement was approved by Biocurex's Directors. Biocurex's Board
of Directors is of the opinion that the Audit Related Fees charged by Stonefield
& Josephson, Inc. are consistent with Stonefield & Josephson, Inc. maintaining
its independence from Biocurex.










                                       28
<PAGE>



                       WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                              FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002




                                      INDEX



Independent Auditors' Report                                             F-1

Balance Sheets                                                           F-2

Statements of Operations                                                 F-3

Statements of Comprehensive Loss                                         F-4

Statements of Stockholders' Equity                                   F-5 - F-9

Statements of Cash Flows                                            F-10 - F-12

Notes to Financial Statements                                       F-13 - F-35




<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
 WHISPERING OAKS INTERNATIONAL, INC.

We have audited the accompanying balance sheet of Whispering Oaks International,
Inc. as of December 31, 2003, and the related statements of operations,
comprehensive loss, stockholders' equity and cash flows for the years ended
December 31, 2003 and 2002 and the period from January 1, 2001 to December 31,
2003. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these 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 audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. 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 financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Whispering Oaks International,
Inc. as of December 31, 2003, and the results of their operations and their cash
flows for the years ended December 31, 2003 and 2002 and the period from January
31, 2001 to December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has no ongoing source of revenue and has
incurred significant losses from operations. The Company has a negative cash
flow from operations and a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern. Management's plans
concerning these matters are also discussed in Note 1. These financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



                                              /s/ Stonefield Josephson, Inc.
                                              ------------------------------
                                                 STONEFIELD JOSEPHSON, INC.
                                                 Certified Public Accountants


Santa Monica, California
May 14, 2004






<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                      (A Company in the Development Stage)

                        BALANCE SHEET - DECEMBER 31, 2003

                                     ASSETS


Current Assets:
 Cash and cash equivalents                              $ 133,349
 Investment - securities, at market                       210,000
 Other current assets                                       4,657
                                                     ------------
   Total current assets                                   348,006
Patents, net                                              207,632
                                                       ----------

  Total Assets                                         $  555,638
                                                       ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable and accrued liabilities                $ 132,472
Due to related parties                                    572,668
Convertible notes payable                                 476,743
Deferred revenue                                          162,000
                                                       ----------

  Total current liabilities                             1,343,883
                                                       ----------

Commitments and contingencies (Note 10)                         -

Stockholders' Equity:
Common stock, $0.001 par value; 125,000,000
  shares authorized, 24,983,564 shares issued
  and outstanding                                          24,983
Additional paid-in capital                              3,741,470
Prepaid consulting services                              (133,333)
Comprehensive income - unrealized gain                     48,000
Accumulated deficit                                    (4,469,365)
                                                     ------------
  Total stockholders' equity                             (788,245)
                                                     ------------

 Total Liabilities and Stockholders' Equity           $   555,638
                                                      ===========


The accompanying notes are an integral part of these financial statements


                                      F-2
<PAGE>



                       WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                      (A Company in the Development stage)

                            STATEMENTS OF OPERATIONS

                                                                     Losses
                                                                  Accumulated
                                                                     During
                                           For the               Development
                                         years ending           Stage January 1,
                                          December 31               2001 to
                                       --------------------       December 31,
                                         2003           2002           2003
                                       ----------------------------------------
                                                   (Restated)

Revenue, net                          $       -       $  5,450       $  5,450
                                      ---------      ---------       --------

General and administrative expenses:
   Depreciation and amortization         16,535        13,631          40,389
   Professional and consulting fees   1,316,317       632,721       2,509,251
   Research and development, paid
     to a  related party (Note 5)       322,400       426,500         913,900
   General and administrative
       expense                          328,724       102,598         664,838
                                      ---------      --------       ---------
Total general and administrative
   expenses                           1,983,976     1,175,450       4,128,378
                                     ---------      ---------       ----------
Loss from operations                 (1,983,976)   (1,170,000)     (4,122,928)
Other income (expense):
   Interest income                        4,657       328,622         333,279
   Interest expense                    (673,220)            -        (688,658)
   Gain on sale of equity investment          -       194,607          89,533
   Gain on extinguishment of
      convertible debt                   33,584             -          33,584
                                      ---------     ---------       ----------
      Total other income (expense)     (634,979)      523,229        (232,262)
                                      ---------     ---------       ----------

Net loss                            $(2,618,955)    $(646,771)     (4,355,190)
                                    ===========     =========      ==========

 Net loss per share - basic and
     diluted                        $     (0.12)    $   (0.05)    $     (0.05)
                                    ===========     =========      ==========
 Weighted average shares outstanding -
        basic and diluted            21,843,286    11,975,715      14,928,550
                                    ===========     =========      ==========









The accompanying notes are an integral part of these financial statements

                                      F-3
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                      (A Company in the Development stage)

                        STATEMENTS OF COMPREHENSIVE LOSS


                                                         Losses
                                                                  Accumulated
                                                                  During the
                                                                  Development
                                       For the Years Ending     Stage January 1,
                                          December 31          2001 to December
                                  -------------------------         31, 2003
                                     2003           2002       -----------------
                                     ----           ----        (Restated)
 COMPREHENSIVE LOSS
 Net Loss                        $(2,618,955)   $ (646,771)     $ (4,355,190)

     Unrealized gain on equity
       investment                     48,000             -            48,000

     Foreign Currency
       Translation Adjustment              -       (28,213)                -
                                 -----------    ----------      ------------
 COMPREHENSIVE LOSS              $(2,570,955)  $  (674,984)    $  (4,307,190)
                                 ============  ============    ==============
















The accompanying notes are an integral part of these financial statements

                                      F-4
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                      (A Company in the Development stage)
           STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
              FOR THE PERIOD FROM INCEPTION OF DEVELOPMENT STAGE
                 (JANUARY 1, 2001) THROUGH DECEMBER 31, 2003


<TABLE>
<S>                                          <C>       <C>        <C>         <C>        <C>         <C>             <C>

                                                              Additional   Prepaid      Other                   Shareholder
                                             Common Stock       Paid-In   Consulting  Comprehensive  Accum.        Equity
                                           Shares    Amount     Capital    Services   Income(loss)  Deficit    (Deficiency)
                                             #          $          $           $            $          $             $
                                           ------    ------   ----------  ----------  ------------  -------    --------------
Balance at January 1, 2001               8,225,022    8,225      46,775         -             -    (114,175)      (59,175)
Capital contributed relating to the
 forgiveness of advances payable
 (February 2001)                                 -        -       59,175        -             -           -        59,175
Issuance of common stock at $2.00
per share for patents and intellectual
properties after giving effect to
13-for-1 reverse split (February, 2001)  1,950,000    1,950       (1,950)       -             -           -             -
Issuance of common stock at $1.51 per
share in settlement of convertible notes
payable (May 2001)                       1,544,404    1,545      464,616        -             -           -       466,161
Issuance of common stock for cash:
October 2001 - $1.25 per share              52,000       52       65,000        -             -           -        65,052
December 2001 - $0.97 per share             32,260       32       31,406        -             -           -        31,438
Issuance of common stock at $2.00
per share for services rendered
(December 2001)                             11,000       11       21,989        -             -           -        22,000
Issuance of warrants                             -        -      175,000        -             -           -       175,000
Cumulative foreign currency
translation adjustment                           -        -            -        -        28,213           -        28,213
Net loss for the year ended
December 31, 2001                                -        -            -        -             -  (1,089,464)   (1,089,464)
                                          --------    -----     --------   ------      --------  ----------    ----------
</TABLE>

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


                                       F-5

<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                      (A Company in the Development stage)
           STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
              FOR THE PERIOD FROM INCEPTION OF DEVELOPMENT STAGE
                 (JANUARY 1, 2001) THROUGH DECEMBER 31, 2003

<TABLE>
<S>                                          <C>       <C>        <C>         <C>        <C>         <C>             <C>
                                                               Additional   Prepaid        Other                   Shareholder
                                             Common Stock       Paid-In    Consulting  Comprehensive    Accum.        Equity
                                           Shares      Amount   Capital    Services    Income(loss)    Deficit    (Deficiency)
                                             #           $          $           $            $            $             $
                                           ------      ------  ---------   ---------   ------------    -------    --------------
Balance at December 31, 2001
as restated                              11,814,686    11,815     862,011          -       28,213     (1,203,639)     (301,600)
Sale of common stock at $0.75
per share (January 2002)                    105,313       105      78,880          -            -              -        78,985
Issuance of common stock at $0.10
per share in settlement of convertible
notes payable (December 2002)             1,100,000     1,100     108,900          -            -              -       110,000
Issuance of common stock for
services rendered April 2002 -
$0.64 per share                              77,149        77      49,062          -            -              -        49,139
July 2002 - $1.25 per share                   7,400         8       9,207          -            -              -         9,215
Issuance of common stock for
Consulting services to be performed
at $0.05 per share (November 2002)        2,300,000     2,300     112,700   (115,000)           -              -             -
Issuance of common stock in exchange
for accounts payable at $0.08 per
share (December 2002)                       929,244       929      74,181          -            -              -        75,110
Issuance of options                               -         -      21,042          -            -              -        21,042
Issuance of warrants                              -         -     207,188          -            -              -       207,188
Reclassification of warrants and
 options to liability                             -         -    (529,785)         -            -              -      (529,785)
Reclassification of warrant
 liability to equity                              -         -      71,675          -            -              -        71,675
Beneficial conversion feature of
 convertible debt                                 -         -      99,800          -            -              -        99,800
Cumulative foreign currency translation
  adjustment                                      -         -           -          -      (28,213)             -       (28,213)
Net loss for the year ended December 31,
2002- restated                                    -         -           -          -            -       (646,771)     (646,771)
                                           --------     -----    --------     ------     --------     ----------     ---------


</TABLE>

The accompanying notes are an integral part of these financial statements

                                      F-6
<PAGE>

                      WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                      (A Company in the Development stage)
           STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
              FOR THE PERIOD FROM INCEPTION OF DEVELOPMENT STAGE
                 (JANUARY 1, 2001) THROUGH DECEMBER 31, 2003
<TABLE>
<S>                                          <C>       <C>        <C>         <C>        <C>         <C>             <C>
                                                                Additional   Prepaid      Other                    Shareholder
                                             Common Stock         Paid-In   Consulting  Comprehensive   Accum.        Equity
                                           Shares      Amount     Capital    Services   Income(loss)   Deficit    (Deficiency)
                                             #            $          $           $            $           $             $
                                           ------      ------   ----------  ----------  ------------   -------    --------------

Balance -  December 31, 2002 as
  restated                               16,333,792     16,334   1,164,861   (115,000)         -    (1,850,410)     (784,215)
Issuance of common stock - in
settlement of debt March 2003 -
$0.13 per share                           1,225,000      1,225     154,775          -          -             -       156,000
April 2003 - $0.17 per share                300,000        300      50,700          -          -             -        51,000
July 2003 - $0.19 per share                 353,000        353      66,718          -          -             -        67,071
October 2003-$0.24 per share                300,000        300      71,581          -          -             -        71,881
Sale of common stock January
2003-$0.07 per share                        900,543        900      62,137          -          -             -        63,037
November 2003-$0.21 per share               288,095        288      60,195          -          -             -        60,483
Issuance of common stock - exercise of
options in exchange for payables -
March 2003-$0.07 per share                1,560,000      1,560     107,640          -          -             -       109,200
June 2003 -$0.17 per share                  305,822        306      51,594          -          -             -        51,900
November 2003-$0.001 per share              450,000        450           -          -          -             -           450
Issuance of common stock - exercise
of options for cash March 2003 -
$0.07 per share                             135,000        135       9,315          -          -             -         9,450
May 2003-$0.16 per share                  1,000,000      1,000     159,000          -          -             -       160,000
June 2003-$0.17 per share                   294,118        294      49,706          -          -             -        50,000
October 2003-$0.18 per share                277,777        278      49,722          -          -             -        50,000
November 2003-$0.24 per share               104,167        104      24,896          -          -             -        25,000
Issuance of common stock for services
Rendered March 2003-$0.40 per share         156,250        156      62,344          -          -             -        62,500
October 2003-$0.16 per share              1,000,000      1,000     159,000   (160,000)         -             -             -
Issuance of options to directors under
the bonus plan                                    -          -     315,000          -          -             -       315,000
</TABLE>


The accompanying notes are an integral part of these financial statements

                                      F-7
<PAGE>

                      WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                      (A Company in the Development stage)
           STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
              FOR THE PERIOD FROM INCEPTION OF DEVELOPMENT STAGE
                 (JANUARY 1, 2001) THROUGH DECEMBER 31, 2003
<TABLE>
<S>                                          <C>       <C>        <C>         <C>        <C>         <C>             <C>
                                                              Additional   Prepaid      Other                   Shareholder
                                             Common Stock       Paid-In   Consulting    Compre      Accum.        Equity
                                           Shares    Amount     Capital    Services   Income(loss)  Deficit    (Deficiency)
                                             #          $          $           $            $          $             $
                                           ------    ------   ----------  ----------  ------------  -------    --------------

Consulting agreement amortization for 2003      -         -           -     141,667            -            -         141,667
Options granted for consulting services         -         -     526,349           -            -            -         526,349
Issuance of warrants attached to
convertible notes                               -         -     274,601           -            -            -         274,601
Beneficial conversion feature related to
convertible notes                               -         -     255,142           -            -            -         255,142
FMV of warrants issued for loan provided
to company                                      -         -      99,778           -            -            -          99,778
Reacquisition value of beneficial
conversion feature                        (33,584)        -           -           -      (33,584)
Comprehensive income - unrealized gain          -         -           -           -       48,000            -          48,000
Net loss for the year ended
  December 31, 2003                             -         -           -           -            -   (2,618,955)     (2,618,955)
                                         --------     -----    --------      ------     --------   ----------       ---------
BALANCE -
 DECEMBER 31, 2003                     24,983,564    24,983   3,741,470    (133,333)      48,000   (4,469,365)       (788,245)
                                       ==========    ======   =========    =========    ========   ==========       =========

</TABLE>








The accompanying notes are an integral part of these financial statements

                                      F-8
<PAGE>



                       WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                      (A Company in the Development stage)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<S>                                          <C>            <C>            <C>
                                                                         Losses
                                                                    Accumulated during
                                            For the years ending     Development Stage
                                                December, 31        January 1, 2001 to
                                             2003          2002      December 31, 2003
                                            --------------------   -------------------

Cash flows used for operating activities:
Net loss                                 $(2,618,955)   $ (646,771)   $ (4,355,190)
Adjustments to reconcile net loss to
 net cash used for operating activities:
   Amortization expense                       16,535        13,631          40,389
   Amortization of consulting services       141,667             -         141,667
   Common stock issued for services                -        58,354          80,354
   Issuance of warrants                            -       199,967         374,967
   Compensation for options issued           331,350        21,042         352,392
   Fair market value of options/stock for
    consulting services                      572,499             -         572,499
   Discount on convertible debentures
     and due to related parties              629,521       107,021         736,542
   Interest income - variable accounting
     for equity instruments                        -      (458,110)       (458,110)
   Gain on extinguishments of convertible
      debt                                   (33,584)            -         (33,584)
   Gain on sale of BioLargo investment             -      (194,607)       (194,607)
   Allowance for uncollectible receivables   101,900             -         101,900
Changes in assets and liabilities:
   Decrease (increase) in accounts
     receivable                                5,608        (5,608)              -
   Increase in other current assets           (4,657)            -          (4,657)
   Increase in accounts payable and
     accrued liabilities                     130,751       135,349         580,116
                                            --------      --------        --------
 Net cash used for operating activities     (727,365)     (769,732)     (2,065,322)
 Cash flows provided by (used for)
   investing activities:
   Addition to patents                       (43,553)            -         (43,553)
   Proceeds from sale of investment                -       230,666         230,666
                                           ---------       -------         -------
  Net cash provided by (used for)
   investing activities                      (43,553)      230,666         187,113
                                             --------      -------         -------
Cash flows provided by financing activities:
   Proceeds from convertible notes payable   529,743       110,000         639,743
   Issuance of common stock                  123,521        78,985         298,996
   Exercise of stock options                 244,450             -         244,450
   Payment on convertible notes payable      (53,000)            -         (53,000)
   Increase in due to related parties         56,022       345,990         638,818
                                         -----------     ---------      ----------
      Net cash provided by financing
       activities                            900,736       534,975       1,769,007
                                          ----------     ---------       ---------
   Net increase (decrease) in cash
    and cash equivalents                     129,818        (4,091)       (109,202)
   Cash and cash equivalents, beginning        3,531         7,622         242,551
                                          ----------     ----------    -----------
   Cash and cash equivalents, ending      $  133,349     $   3,5311    $   133,349
                                          ==========     ==========    ===========

</TABLE>

The accompanying notes are an integral part of these financial statements

                                      F-9
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                      (A Company in the Development stage)

                            STATEMENTS OF CASH FLOWS

<
                                   For the years ending       Cumulative from
                                       December 31,          April 2000 through
                                    2003        2002         December 31, 2003
                                   -------------------     --------------------
Supplemental disclosure of
  cash flow information:
   Cash paid for:
       Interest expense             $ 779     $      -           $     779
                                    ======    ========           =========
       Income taxes                $    -     $      -           $       -
                                   ======     ========           =========

NON-CASH INVESTING AND FINANCING ACTIVITIES:

o  During the year ended December 31, 2002, the Company issued 84,549 shares of
   the Company's common stock for services valued at $58,354.

o  During the year ended December 31, 2002, the Company incurred $207,188 of
   expenses relating to the issuance of warrants.

o  During the year ended December 31, 2002, the Company issued 1,100,000 shares
   of the Company's common stock in settlement of convertible notes payable
   totaling $110,000.

o  During the year ended December 31, 2002, the Company incurred $21,042 of
   expenses relating to the issuance of options.

o  During the year ended December 31, 2002, the Company entered into an
   agreement to issue 929,244 shares of the Company's common stock in settlement
   of payables totaling $75,110.

o  During the year ended December 31, 2002, the Company entered into a contract
   for consulting services that was performed in 2003, in exchange for 2,300,000
   shares of the Company's common stock with a total value of $115,000.

o  In March 2003, the Company issued 500,000 shares of common stock in
   settlement of amounts due to related parties totaling $24,000, which was
   equal to the fair market value of the stock as indicated by the closing price
   on the date of settlement.

o  In July 2003, the Company issued 353,000 shares of common stock in settlement
   of accounts payable totaling $67,070, which was equal to the fair market
   value of the stock as indicated by the closing price on the date of
   settlement.

o  During the year ended December 31, 2003, 560,000 stock options were exercised
   through reduction in accounts payable totaling $39,200, which is equal to the
   strike price times the number of options exercised.



The accompanying notes are an integral part of these financial statements

                                      F-10
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                      (A Company in the Development stage)

                      STATEMENTS OF CASH FLOWS (Continued)


NON-CASH INVESTING AND FINANCING ACTIVITIES:  (continued)

o  During the year ended December 31, 2003, 1,450,000 stock options were
   exercised through reduction in amount due to related parties totaling
   $70,450, which is equal to the strike price times the number of options
   exercised.

o  During the year ended December 31, 2003, 1,325,000 shares of common stock in
   settlement of accounts payable totaling $254,881, which is greater than the
   fair market value of the stock on the date of issuance.

o  During the year ended December 31, 2003, 294,118 options were exercised by
   the issuance of a receivable totaling $50,000.

o  In June 2003, 305,822 options were exercised by the issuance of a note
   receivable in the amount of $51,900.

o  In November 2003, the Company entered into a contract for consulting
   services, in exchange for 1,000,000 shares of the Company's common stock with
   a total value of $160,000; $133,333 of the remaining amount is to be
   performed in 2004.

o  In December 2003, the Company received securities with a value of $162,000.
   The fair market value at the end of the year was $210,000. The unrealized
   gain of $48,000 is included in other comprehensive income.









The accompanying notes are an integral part of these financial statements

                                      F-11

<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           Basis of Presentation/Line of Business

           Whispering  Oaks  International,  Inc.  (dba  BioCurex,  Inc.) (the
           "Company")  incorporated on December 8, 1997, under the laws of the
           state of Texas.

           During the first quarter of 2001, the Company ceased its business
           activities relating to the acquisition and sale of thoroughbred
           racehorses when a change of majority control occurred. On February
           21, 2001, the Company acquired intellectual properties and patents
           relating to cancer diagnostics and therapeutics (see Note 2 (a)). The
           Company is now in the business of developing, producing, marketing
           and licensing cancer diagnostic kits and is currently considered a
           development stage enterprise under the guidelines for Statement of
           Financial Accounting Standards No. 7.

           During the year ended December 31, 2001, the Company acquired a 51%
           ownership interest in BioLargo Technologies, Inc. ("BioLargo")
           incorporated on May 3, 1999, under the Canada Business Corporation's
           Act (see Note 2). In June of 2002, the Company entered into an
           agreement to sell 9,000,001 shares of its 10,000,001 shares owned to
           an unrelated third party (see Note 15). This transaction has been
           accounted for as a Gain on Sale of Equity Investment.

           Going Concern

           The accompanying financial statements are prepared in conformity with
           accounting principles generally accepted in the United States of
           America applicable to a going concern, which contemplates the
           realization of assets and liquidation of liabilities in the normal
           course of business. Currently, the liabilities of the Company exceed
           the carrying value of the assets. Also, the Company does not have
           sufficient cash nor does it have an established source of revenue to
           cover its ongoing costs of operations and to allow it to continue as
           a going concern. As of December 31, 2003, the Company has a working
           capital deficiency of $995,877 and incurred a loss for the year ended
           December 31, 2003, of $2,618,955 and $4,355,190 since inception of
           development stage. These factors raise substantial doubt about the
           Company's ability to continue as a going concern. The accompanying
           financial statements do not include any adjustments relative to the
           recoverability and classification of assets, carrying amounts or the
           amount and classification of liabilities that might result from the
           outcome of this uncertainty.

           Management is currently seeking additional financing through the
           private sale of stock and from borrowings from private lenders to
           cover its operating expenses and restructuring its convertible notes
           payable into common stock.




                                      F-12
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                  NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           Reclassification

           The following reclassifications have been made to prior year balances
           to conform to current year presentation:

          o    Public relations and advertising,  travel and  entertainment  and
               other general and administrative  expense have been combined into
               General and Administrative Expense.

          o    Gain on Sale of Investment and Discontinued  Operations have been
               combined into Gain on Sale of Equity Investment.

           Restatement

           On February 21, 2001, the Company acquired patents and intellectual
           property from Lagostar Trading, S.A., in exchange for 1,950,000
           shares of the Company's common stock, after giving effect to a
           13-for-1 forward stock split which took place in March 2001.

           On March 25, 2001, the Company acquired certain assets from Curex
           Technologies, Inc. in consideration for the assumption by the Company
           of convertible notes payable by Curex and totaling $2,326,869. (See
           Note 2). The notes were convertible, at the option of the Company,
           into shares of the Company's common stock on the basis of one share
           of common stock for each $2.00 of note principal or interest
           converted.

           The patents and intellectual property acquired from Lagostar were
           originally valued at $3,900,000. In accordance with P. 9 of FAS 142,
           the value of the Company's common stock given in exchange was
           considered to be more clearly evident than the fair value of the
           patents and intellectual property received. For financial reporting
           purposes, the common stock issued in the Lagostar transaction was
           originally valued at $2.00 per share. The $2.00 per share valuation
           was based upon the conversion rate of the Curex promissory notes
           which were assumed by the Company. The Company's offer to assume the
           notes from the Curex noteholders began on February 21, 2001, the date
           the Company acquired Lagostar.

           The assets acquired from Curex were originally valued in accordance
           with P.9 of FAS 142 in an amount equal to the liabilities assumed.

           In connection with the preparation of its financial statements for
           the year ended December 31, 2003 the Company determined that its
           accounting treatment with respect to the Lagostar and Curex
           transactions was incorrect.

           Since the Company was not operating at the time of the Lagostar
           acquisition, the shares issued for Lagostar's patents and
           intellectual property were considered to be without any value.
           Consequently, and in accordance with FAS 142, the value of the assets
           acquired from Lagostar were, for financial reporting purposes, deemed
           to be without any value.

                                      F-13
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           Restatement (cont'd)

           The Curex notes assumed by the Company in March 2001 could only be
           paid by converting the notes to common stock since the Company did
           not have the ability to pay the notes with cash. In May 2001 the
           Company elected to convert the notes and issued 1,544,404 shares of
           its common stock in payment of the notes and accrued interest. Since
           the shares of common stock issued as payment for the notes could not
           be valued, it was determined that for financial reporting purposes
           the intellectual property acquired from Curex, and originally valued
           at $1,715,674, should be shown with no value. In addition, the value
           of the patents acquired from Curex was reduced by $149,410 so as to
           reflect the amount spent by Curex in obtaining the patents.

           The financial statements for the years ended December 31, 2002 and
           2001 have been restated to reflect the changes to the valuation of
           the intellectual property and patents acquired from Lagostar and
           Curex and the associated amortization of such intellectual property
           and patents. This restatement resulted in the following changes:

  Balance Sheet
  -------------                                      2002             2001
                                                   -------           ------
       Additional Paid-in Capital,
         as previously reported                 $  6,929,945    $  6,627,095
       Prior period adjustment-Intellectual
       Property                                   (5,585,674)     (5,585,674)
       Prior period adjustment-Patents              (179,410)       (179,410)
                                                 -----------    ------------
       Additional Paid-in Capital,
         as restated                           $   1,164,861    $    862,011
                                               =============    ============
       Total stockholders' equity (deficit),
         as previously reported                $   4,680,653    $  5,175,229
       Prior period adjustment                    (5,464,868)     (5,476,829)
                                               -------------    ------------
       Stockholders' Equity (Deficit),
         as restated                           $    (784,215)   $   (301,600)
                                               =============    ============





                                      F-14
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           Statements of Operations
           ------------------------                2002                 2001
                                                -------------------------------
           Total general and administrative
            expenses, as previously reported   $  1,187,411       $  1,257,207
           Prior period adjustments                 (11,961)          (288,255)
                                               ------------       ------------
           Total general and administrative
             expenses, as restated             $  1,175,450       $    968,952

           Loss from operations, as previously
             reported                           $(1,181,961)      $ (1,257,207)
           Prior period adjustments                  11,961            288,255
                                               ------------        -----------
           Loss from operations, as restated    $(1,170,000)      $   (968,952)

           Total other income (expense), as
            previously reported                $    559,288       $    (15,438)
           Reclassification (1)                     (36,059)          (105,074)
                                               ------------       ------------
           Total other income (expense),
            as restated                        $    523,229       $   (120,512)

           Loss from continuing operations,
             as previously reported            $   (622,673)      $ (1,272,645)
           Prior period adjustments and
             reclassification (2)                   (24,098)           183,181
                                               ------------       ------------
           Loss from continuing operations,
             as restated                       $   (646,771)      $ (1,089,464)

           Net loss, as previously reported    $   (658,732)      $ (1,377,719)
           Prior period adjustments                  11,961            288,255
                                               ------------       ------------
           Net loss, as restated               $   (646,771)      $ (1,089,464)

           Net loss per share - basic and
             diluted, as previously reported   $      (0.06)      $      (0.12)
           Prior period adjustments                    0.01               0.02
                                               ------------       ------------
           Net loss per share - basic and
              diluted, as restated             $      (0.05)      $      (0.10)
                                               ============       ============


(1)  The  loss  from  the  operations  of  the  Company's  subsidiary,  Biolargo
     Technologies Inc.,  ($36,059 in 2002 and $105,074 in 2001) was reclassified
     from Discontinued operations to Total other income (expense).

(2)  Prior period  adjustment  (reduction in  depreciation - $11,961 in 2002 and
     $288,255 in 2001) offset by  reclassification  of loss from  operations  of
     Biolargo Technologies.

           Use of Estimates

          The preparation of financial  statements in conformity 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 disclosure of contingent assets
          and  liabilities,  at the  date of the  financial  statements  and the
          reported amounts of revenue and expenses during the reporting  period.

                                      F-15
<PAGE>



                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           Use of Estimates (cont'd)

          At December 31,  2003,  the Company  used  estimates to determine  the
          realization of its patents.  (See "Patents",  and "Long-Lived  Assets"
          below.) The Company  estimates the  recoverability  of these assets by
          using  undiscounted  cash flows based on future operating  activities.
          Actual results could differ from those estimates.

           Revenue Recognition

           The Company recognizes revenue upon shipment of the product and
           performing credit checks for collection of the receivables. Shipping
           and handling charges are included in gross sales, with the related
           costs included in selling, general and administrative expenses. Sales
           are recorded net of returns, discounts and allowances.

           Cash and Cash Equivalents

           The Company considers all highly liquid investments purchased with
           original maturities of three months or less to be cash equivalents.

           Concentration of Credit Risk

           Financial instruments that potentially subject the Company to
           concentrations of credit risk are cash and cash equivalents and
           accounts receivable arising from Company's normal business
           activities. The Company places its cash with high quality financial
           institutions and at times may exceed the insured limits.

           Fair Value of Financial Instruments

           The Company's financial instruments consist of cash and cash
           equivalents, accounts receivable, accounts payable and accrued
           expenses and amounts due to/from related parties. The carrying
           amounts of cash and cash equivalents, accounts receivable, accounts
           payable and accrued expenses and amounts due to/from related parties
           approximate fair value due to the highly liquid nature of these
           short-term instruments.

           Investments:

           Investments consist of equity securities classified as "available for
           sale" under Statements of Financial Accounting Standards No. 115 and
           are reported at fair value. Accordingly, unrealized gains and losses
           on these investments are reflected, net of tax, as other
           comprehensive income in stockholders equity.

                                      F-16
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           Patents

           The Company has adopted SFAS No. 142, "Goodwill and Other
           Intangibles." Under this pronouncement, if an asset has a definite
           life, then the guidelines under SFAS 121 "Accounting for the
           Impairment of Long-Lived Assets and for Long-Lived Assets to be
           Disposed Of" apply. The patents are stated at cost and have a
           definite life of 15 years. Amortization is calculated using the
           straight-line Long-Lived Assets method over the estimated useful life
           of 15 years. Patents are periodically analyzed for impairment of the
           carrying amount as compared to the fair value of the assets under the
           guidelines of Statement of Financial Accounting Standards ("SFAS")
           No. 142. In order to measure any impairment, the Company evaluated
           whether there were any events or circumstances that occurred that may
           have affected the carrying amount of the intangible. Management
           believes that no such events have occurred as of December 31, 2003.
           In the event that management determines that a triggering event has
           occurred, the Company would estimate the future cash flows expected
           to result from the use of the asset and its eventual disposition. The
           future cash flows that would be used are the future cash inflows
           expected to be generated by the asset less the future cash outflows
           expected to be necessary to obtain those inflows. When the sum of the
           expected future cash flows (undiscounted and without interest
           charges) is less than the carrying amount of the asset, an impairment
           loss would be recognized.

           In accordance with SFAS Nos. 142 and 121, long-lived assets to be
           held and used are analyzed for impairment whenever events or changes
           in circumstances indicate that the carrying amount of an asset may
           not be recoverable. SFAS No. 142 relates to assets with an indefinite
           life where as SFAS 121 relates to assets that can be amortized and
           the life determinable. The Company evaluates at each balance sheet
           date whether events and circumstances have occurred that indicate
           possible impairment. If there are indications of impairment, the
           Company uses future undiscounted cash flows of the related asset or
           asset grouping over the remaining life in measuring whether the
           assets are recoverable. In the event such cash flows are not expected
           to be sufficient to recover the recorded asset values, the assets are
           written down to their estimated fair value. Long-lived assets to be
           disposed of are reported at the lower of carrying amount or fair
           value of asset less the cost to sell.

           Research and Development

           Research and development costs are expensed as incurred.


                                      F-17

<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           Advertising Costs

           Advertising costs will be expensed as incurred and will be included
           in general and administrative expenses. The Company has not incurred
           any advertising expenses during 2003 or 2002.

           Income Taxes

           Income taxes are provided for based on the liability method of
           accounting pursuant to SFAS No. 109, "Accounting for Income Taxes."
           The liability method requires the recognition of deferred tax assets
           and liabilities for the expected future tax consequences of temporary
           differences between the reported amount of assets and liabilities and
           their tax basis.

           Translation of Foreign Currency

           As of December 31, 2002, the Company no longer had majority interest
           in BioLargo. However, when it was a subsidiary, the Company
           determined that the local currency was its functional currency. In
           accordance with SFAS No. 52, "Foreign Currency Translation," the
           assets and liabilities denominated in foreign currency are translated
           into U.S. dollars at the current rate of exchange existing at
           period-end and revenues and expenses are translated at average
           exchange rates for the fiscal year. Related translation adjustments
           are reported as a separate component in stockholders' equity, whereas
           gains or losses resulting from foreign currency transactions are
           included in results of operations.

           Stock-Based Compensation

           The Company accounts for employee stock options in accordance with
           Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting
           for Stock Issued to Employees." Under APB 25, the Company does not
           recognize compensation expense related to options issued under the
           Company's employee stock options plans, unless the option is granted
           at a price below market price on the date of grant.

           In 1996, SFAS No. 123, "Accounting for Stock-Based Compensation,"
           became effective for the Company. SFAS No. 123, which prescribes the
           recognition of compensation expense based on the fair value of
           options on the grant date, allows companies to continue applying APB
           25 if certain pro forma disclosures are made using the fair value
           method, for which the Company uses the Black-Scholes options-pricing
           model.



                                      F-18
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           Stock-Based Compensation (cont'd)

           For non-employees stock based compensation, the Company recognizes an
           expense in accordance with SFAS No. 123 and values the equity
           securities based on the fair value of the security on the date of
           grant. For stock-based awards, the value is based on the market value
           for the stock on the date of grant and if the stock has restrictions
           as to transferability, a discount is provided for lack of
           tradability. Stock option awards are valued using the Black-Scholes
           option-pricing model.

           Proforma information regarding net loss and loss per share under the
           fair value method for options is as follows:

                                                      2003           2002
                                                      ----           ----

               Net loss                         $(2,618,955)  $   (646,771)
               Option expense recorded in
                 accordance with APB 25             315,000             --
               Compensation expense                (346,170)    (1,405,800)
                                             --------------   ------------
                   Proforma loss                $(2,650,125)   $(2,052,571)
                                                ============   ============

               Basic and diluted loss per share:
                   As reported               $        (0.12)   $     (0.05)
                                             ==============    ===========
                   Proforma                  $        (0.12)   $     (0.17)
                                             ==============    ===========

           The following assumptions were used to calculate the expense at year
           end due to variable accounting: average risk-free interest rate of
           1.31%; expected life of one year; dividend yield of 0%; and expected
           volatility of 102.88%.

           Earnings Per Share

           During 1998, the Company adopted SFAS No. 128, "Earnings Per Share,"
           which requires presentation of basic earnings per share ("Basic EPS")
           and diluted earnings per share ("Diluted EPS").

           The computation of basic earnings per share is computed by dividing
           income available to common stockholders by the weighted-average
           number of outstanding common shares during the period. Diluted
           earnings per share gives effect to all potentially dilutive common
           shares outstanding during the period. The computation of Diluted EPS
           does not assume conversion, exercise or contingent exercise of
           securities that would have an antidilutive effect on earnings. As of
           December 31, 2003 and 2002, the Company had approximately 15,959,403
           and 4,816,095, respectively, of anti-dilutive securities.


                                      F-19
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           Comprehensive Loss

           In  June  1998,   the  FASB  issued   SFAS  No.   130,   "Reporting
           Comprehensive  Income." SFAS No. 130 establishes  standards for the
           reporting and display of  comprehensive  income and its  components
           in the  financial  statements.  Since the  Company  has items  that
           represent  comprehensive  loss, a Statement of  Comprehensive  Loss
           has been included in the accompanying financial statements.

           Segment Disclosure

           SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
           Information," was issued, which changes the way public companies
           report information about segments. SFAS No. 131, which is based on
           the selected segment information, requires quarterly and annual
           disclosures about products and services, major customers, and the
           material countries in which the entity holds assets and reports
           revenues.

           New Accounting Pronouncements

           In January 2003, the Financial Accounting Standards Board (FASB)
           issued FASB Interpretation No. 46, "Consolidation of Variable
           Interest Entities, ("VIE") an Interpretation of Accounting Research
           Bulletin (ARB) No. 51". This interpretation clarifies the application
           of ARB No. 51, "Consolidated Financial Statements", to certain
           entities in which equity investors do not have the characteristics of
           a controlling financial interest or do not have sufficient equity at
           risk for the entity to finance its activities without additional
           subordinated financial support from other parties. In December 2003,
           the FASB revised FASB Interpretation No. 46 (FIN 46R) which allowed
           companies with certain types of variable interest entities to defer
           implementation until March 31, 2004.

           During October 2003, the FASB issued Staff Position No. FIN 46
           deferring the effective date for applying the provisions of FIN 46
           until the end of the first interim or annual period ending after
           December 31, 2003, if the variable interest was created prior to
           February 1, 2003, and the public entity has not issued financial
           statements reporting that variable interest entity in accordance with
           FIN 46. The FASB also indicated it would be issuing a modification to
           FIN 46 prior to the end of 2003. Accordingly, the Company has
           deferred the adoption of FIN 46 with respect to VIE's created prior
           to February 1, 2003. Management is currently assessing the impact, if
           any, FIN 46 may have on the Company; however, management does not
           believe there will be any material impact on its financial
           statements, results of operations or liquidity resulting from the
           adoption of this in this interpretation.


                                      F-20
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           New Accounting Pronouncements (continued)

           In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement
           133 on Derivative Instruments and Hedging Activities." SFAS No. 149
           amends and clarifies financial accounting and reporting for
           derivative instruments, including certain derivative instruments
           embedded in other contracts (collectively referred to as derivatives)
           and for hedging activities under SFAS No. 133, "Accounting for
           Derivative Instruments and Hedging Activities". Subject to certain
           exceptions, this statement is effective for contracts entered into or
           modified after June 30, 2003, and for hedging relationships
           designated after June 30, 2003, and all provisions of this statement
           should be applied prospectively. The Company does not expect the
           adoption of SFAS No. 149 to have an impact on its financial
           statements.

           In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
           Financial Instruments with Characteristics of both Liabilities and
           Equity." SFAS No. 150 improves the accounting for certain financial
           instruments that, under previous guidance, issuers could account for
           as equity and requires that those instruments be classified as
           liabilities in statements of financial position. In addition to its
           requirements for the classification and measurement of financial
           instruments in its scope, SFAS No. 150 also requires disclosures
           about alternative ways of settling the instruments and the capital
           structure of entities, all of whose shares are mandatorily
           redeemable. Most of the guidance in SFAS No. 150 is effective for all
           financial instruments entered into or modified after May 31, 2003,
           and otherwise is effective at the beginning of the first interim
           period beginning after June 15, 2003. The Company does not expect the
           adoption of SFAS No. 150 to have an impact on its financial
           statements.

NOTE 2 -   ACQUISITION OF ASSETS

           a)  On February 21, 2001, the Company acquired patents and
               intellectual properties from Lagostar Trading S.A., in exchange
               for 1,950,000 shares of the Company's common stock, after giving
               effect to a 13-for-1 forward stock split which took place in
               March 2001. The acquisition of the patents and intellectual
               properties was accounted for using the fair value of the stock,
               which for accounting purposes was not practicably determinable,
               since the Company was not operating at the time of this
               acquisition. As a result, for financial reporting purposes no
               value was assigned to the patents and the intellectual property.

               The intellectual property acquired by the Company relate to the
               rights to a new cancer marker technology. The technology
               identifies a universal cancer biomarker or receptor known as
               RECAF, thereby allowing detection of malignant cancer from blood
               test or tissue biopsies. The technology can also be used to image
               the location of the cancer and improve upon the present detection
               systems.

                                      F-21
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 2 -   ACQUISITION OF ASSETS (Continued)

           b)  On March 25, 2001, the Company acquired certain assets from Curex
               Technologies, Inc. ("Curex") in consideration for the assumption
               by the Company of convertible notes payable by Curex in the
               amount of $2,326,869 (see Note 4). The assets acquired consisted
               of:

                                                           As Originally
                                             Restated         Reported
                                             ---------     -------------

                 Patents                     $ 204,468   $    353,878
                 Intellectual Properties             -      1,715,674
                 Cash                          129,032        129,032
                 Interest in BioLargo's net
                    book  value                128,285        128,285
                                             ---------    -----------
                     Total assets acquired   $ 461,785    $ 2,326,869
                                             =========    ===========

           As of the date of acquisition, BioLargo's net book value was as
           follows:

                   Cash and cash equivalents               $    2,731
                   Inventory                                   83,475
                   Accounts receivable                            556
                   Prepaid expenses and other current assets    2,985
                   Patents                                    213,239
                                                         ------------
                                                              302,986
                   Accounts payable                           (51,446)
                                                        -------------
                   Net book value                             251,540
                   Less: minority interest                   (123,255)
                                                         ------------
                   Investment in BioLargo                 $   128,285
                                                          ===========

           On June 28, 2002, the Company entered into an option agreement with
           Turtle Dove Resources, Inc. ("Turtle"), which gave Turtle the option
           to acquire 9,000,001 of the 10,000,001 shares of BioLargo's common
           stock. The option agreement expired on December 31, 2002. The
           purchase price for the 9,000,001 shares is $505,000. As of December
           31, 2002, the Company received $180,666 from Turtle and transferred
           3,150,000 shares of BioLargo's stock to Turtle. BioLargo had assets
           of approximately $423,000 with liabilities totaling approximately
           $310,000 as of June 28, 2002. The Company's initial investment in
           BioLargo was approximately $128,000. On November 29, 2002, the
           Company sold 900,000 shares of BioLargo to another entity for
           consideration totaling $50,000. During the year ended December 31,
           2002, the Company recognized a gain of $230,666 on the sale of its
           investment in BioLargo.


                                      F-22
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 2 -   ACQUISITION OF ASSETS (Continued)

           The following represents the Company's allocation of profit and loss
           for its ownership of BioLargo:


               Initial investment                                $ 128,285
              Company's share of BioLargo's losses
               for 2001                                           (105,074)
              BioLargo's losses for 2002, maximum of
                investment                                         (23,211)
                                                                 ---------
                   Net investment at time of sale                $   (0.00)
                                                                 =========


           As of December 31, 2002, the Company still retained an approximate
           ownership percentage of 30% and does not currently have a buyer for
           the additional shares that they wanted to sell. Therefore the Company
           has accounted for the investment as an equity investment at December
           31, 2003 and 2002 with a value for financial reporting purposes of
           zero. The gain on the sale of the shares has been included as part of
           other income (expense) at December 31, 2002.

           c)  The Company's December 31, 2002 financial statements have been
               restated to reflect a change in accounting for the Lagostar and
               the Curex transactions. See Note 1 for information concerning the
               restatement.

NOTE 3 -   INVESTMENT - SECURITIES

           In December 2003 the Company entered into a licensing agreement
           whereby it would license part of its technology in exchange for cash
           and common stock. In October 2003 the Company received 600,000 shares
           of common stock at a value of $162,000. Under fair market value
           accounting the Company has adjusted the balance for the equity
           investment to $210,000 and recorded $48,000 as unrecognized gain in
           other comprehensive income.

NOTE 4 -   PATENTS

           As discussed in Note 2, the Company has acquired certain patents.
           These patents consist of developing the method for diagnostic and
           treatment of cancer using a new cancer marker called "RECAF." These
           patents are presently registered in approximately 24 countries with
           ongoing registrations currently being conducted.

           The patents have a cost totaling $248,021 and were acquired as
           follows:

          a)   No value was assigned to the patents that were acquired  relating
               to the acquisition from Lagostar (see Note 2a).

                                      F-23
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 4 -   PATENTS (Continued)

          b)   Patents   totaling   $204,468  were  acquired   relating  to  the
               acquisition of certain assets of Curex (see Note 2b).

          c)   During 2003, patent costs totaling $43,553 were capitalized.

           A schedule of the patents as of December 31, 2003 is as follows:



                  Patents                             $ 248,021
                  Less, accumulated amortization        (40,389)
                                                       --------
                     Net patents                      $ 207,632
                                                      =========

           Amortization expense totaled $16,535 and $13,631 (restated) for the
           years ended December 31, 2003 and 2002, respectively. Future
           amortization expense is as follows:

                                  Year ended
                                  December 31,
                                  ------------
                                    2004                   $   16,535
                                    2005                       16,535
                                    2006                       16,535
                                    2007                       16,535
                                    2008                       16,535
                                 Thereafter                   124,957
                                                           ----------
                                                           $  207,632
                                                           ==========

NOTE 5 -   RELATED-PARTY TRANSACTIONS

           The Company has related-party transactions with several directors and
           officers of the Company as well as other affiliated corporations. The
           Company's related-party transactions are as follows:

            a)   Due to shareholder-principal           $ 143,089
                 Due to shareholder-interest               66,726
            b)   Due to  shareholder/director              16,050
            c)   Due to Pacific BioScience Research
                    Centre                                346,803
                                                        ---------
               Total due to related parties            $  572,668
                                                       ==========

                                      F-24
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 5 -   RELATED-PARTY TRANSACTIONS (Continued)

a)   During the year ended December 31, 2003, the Company received advances from
     a director of the Company that are unsecured,  bear interest at 11% and are
     due on demand.  In January  2003,  this  officer and  director  advanced an
     additional  $120,000 to the Company and,  under an agreement  dated January
     13, 2003, he received  1,275,000  warrants entitling him to purchase common
     shares at an  exercise  price of $.08 per share as  consideration  for this
     advance.  The  proceeds  were  allocated  between the debt and the warrants
     based on their  relative fair value.  The discount  totaled  $99,778 and is
     included in interest expense due to the debt being due on demand.  The fair
     market value of the warrants was determined using the Black Scholes pricing
     model. The assumptions were as follows:  average risk-free interest rate of
     1.36%;  expected  life of one  year;  dividend  yield of 0%;  and  expected
     volatility  of 458.36%.  During the year  December 31,  2003,  repayment of
     advances totaled  $259,971.  The amount of interest  recognized  during the
     years  ended   December  31,  2003  and  2002,  was  $26,873  and  $29,035,
     respectively and has been accrued as part of the due to related parties.

b)   During the year ended  December 31, 2002, the Company  incurred  management
     fees of $54,000 with two shareholders and directors of the Company.

c)   On  March  25,  2001,  the  Company  acquired  certain  assets  from  Curex
     Technologies,  Inc. (now named Pacific BioScience  Research Centre Inc.) in
     consideration  for the  assumption  by the  Company  of  convertible  notes
     payable by Curex in the amount of $2,326,869.  (See Note 2). The notes were
     subsequently converted into 1,544,404 shares of the Company's common stock.
     At the time the Company  purchased  these  assets Curex was 100% owned by a
     director and shareholder of the Company. Pacific continues to be 100% owned
     by the director and shareholder.

d)   The Company's  research and  development is performed by Pacific During the
     years ended December 31, 2003,  Pacific  provided  research and development
     for the Company at a cost of $322,400.  At December  31, 2003,  the Company
     owed $346,803 to Pacific.

NOTE 6 -   CONVERTIBLE NOTES PAYABLE

           During the year ended December 31, 2003, the Company received funds
           relating to ten (10) convertible notes payable totaling $529,743,
           bearing interest at 5% and due on demand. Under the convertibility
           terms of the Notes Payable, the principal, plus accrued interest, can
           be converted immediately, at the option of the holder, either in
           whole, or in part, into fully paid common shares of the Company. The
           conversion price per share is equal to the lesser of the stated price
           (ranging between $0.05 and $0.23) or 75% of the average closing bid
           prices for the five (5) trading days ending on the trading day
           immediately before the date of the conversion.


                                      F-25
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 6 -   CONVERTIBLE NOTES PAYABLE (Continued)

           In conjunction with the issuance of the notes, the Company issued
           2,434,088 warrants to the note holders entitling them to purchase
           2,434,088 shares of common stock at exercise prices between $0.08 and
           $0.38. The warrants expire two years after the issuance date.

           In accordance with EITF 00-27, the proceeds were allocated between
           the debt and warrants based on their relative fair value. The value
           assigned to the warrants totaled $274,601 and was expensed
           immediately due to the notes being due on demand. The fair value was
           determined using the Black-Scholes pricing model, using the following
           assumptions:

                                           Debt issued during quarter ended
                                         -------------------------------------
                                          March 31      June 30    Dec. 31,
                                            2003          2003        2003
                                          --------      -------    ---------
           Average risk-free interest rate  1.57%         1.62%       1.29%
           Expected life                    2 yrs.        2 yrs.      2 yrs.
           Dividend yield                      0%            0%          0%
           Expected volatility            458.36%       460.84%     499.15%

           In addition to the shares to be received upon conversion, the note
           holder will also receive an equal number of warrants to purchase
           shares at 110% of the conversion price amount. The beneficial
           conversion feature has been calculated under EITF 00-27, and equaled
           $255,142. Due to the notes being due on demand, the discount has been
           immediately expensed. The convertibility feature expires five years
           after the date of the Agreement.

           One of the notes payable in the amount of $53,000 was repaid in April
           2003. A gain of $33,584 has been recorded on the date of repurchase
           of the convertible debenture as determined through the calculation of
           the intrinsic value of the beneficial conversion feature on the date
           of extinguishment.

NOTE 7-    EQUITY TRANSACTIONS:

           For the year ended December 31, 2002:

          a)   In January  2002,  the Company sold 105,313  units  consisting of
               105,313 shares of the Company's common stock and 105,313 warrants
               entitling  the holder to purchase  105,313  shares of the Company
               common stock for $78,985.


                                      F-26


<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                  NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 7 - EQUITY TRANSACTIONS (Continued):

           For the year ended December 31, 2002 (cont'd):

          b)   In  December  2002,  the  Company  issued   1,100,000  shares  in
               settlement  of  convertible  notes  payable and accrued  interest
               totaling  $110,000  (see Note 7 which  includes fair market value
               determination).

          c)   In April 2002,  the Company issued 77,149 shares of the Company's
               common  stock with a fair market  value of $49,139 for  services.
               Fair  market  value of stock  given was  determined  based on the
               closing  price of the stock on the date of  approval by the Board
               of Directors.

          d)   In July 2002,  the Company  issued 7,400 shares of the  Company's
               common  stock with a fair  market  value of $9,215 for  services.
               Fair  market  value of stock  given was  determined  based on the
               closing  price of the stock on the date of  approval by the Board
               of Directors.

          e)   In November  2002,  the  Company  entered  into three  consulting
               agreements  in exchange  for  2,300,000  shares of the  Company's
               common stock with a value of  $115,000.  Fair market value of the
               stock  given was  determined  based on the  closing  price of the
               stock on the date of  approval  by the  Board of  Directors.  The
               contract amount will be amortized over the contract period, which
               ends December 31, 2003. The amount has been offset against equity
               due to stock being issued before the services have been rendered.

          f)   In December 2002, the Board of Directors  authorized the issuance
               of 929,244 shares of the Company's  common stock in settlement of
               payables totaling $75,110. The fair market value of the stock was
               determined based on the closing price of the stock on the date of
               approval by the Board of Directors.

      For the year ended December 31, 2003:

          a)   In March 2003,  the  Company  issued  1,225,000  shares of common
               stock in settlement of accounts payable totaling $156,000,  which
               is greater than the fair market value of the stock on the date of
               issuance.

          b)   In April  2003,  the  Company  issued  300,000  common  shares in
               settlement of accounts payable totaling $51,000.  The fair market
               price of the stock was  determined  based on the closing price of
               the stock on the date of the approval by the Board of Directors.

          c)   In July 2003,  the Company  issued 353,000 shares of common stock
               in  settlement of accounts  payable  totaling  $67,071.  The fair
               market  price of the stock was  determined  based on the  closing
               price of the stock on the date of settlement.


                                      F-27
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                  NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 7 - EQUITY TRANSACTIONS (Continued):

        For the year ended December 31, 2003 (Cont'd):

          d)   In October 2003 the Company issued 300,000 shares of common stock
               in  settlement of accounts  payable  totaling  $71,881.  The fair
               market  price of the stock was  determined  based on the  closing
               price of the stock on the date of settlement.

          e)   In January  2003,  the Company sold 900,543  units  consisting of
               900,543 shares of the Company's common stock and 900,543 warrants
               entitling the holder to purchase  900,543 shares of the Company's
               common stock for $63,037.

          f)   In November  2003,  the Company sold 288,095 units  consisting of
               288,095 shares of the Company's common stock and 288,095 warrants
               entitling the holder to purchase  288,095 shares of the Company's
               common stock for $60,483.

          g)   In March 2003,  option  holders  exercised  1,560,000  options to
               purchase  the  Company's  common  stock in exchange  for payables
               totaling $109,200.  The reduction was equal to the exercise price
               times the number of options exercised.

          h)   In  June  2003,  option  holders  exercised  305,882  options  to
               purchase the Company's common stock with a note receivable in the
               amount of $51,900.  No amounts  have been  received on this note.
               Previous   payments  from  the  note  holder   related  to  other
               receivables  (See l) below) have been  returned for  insufficient
               funds.  The  amounts are being  recorded as a contra  equity item
               until paid in full.  An  allowance  for the full  amount has been
               set-up and  included  in general and  administrative  expenses at
               December 31, 2003. When funds are received, the allowance will be
               reversed.

          i)   In November 2003,  three directors  exercised  450,000 options to
               purchase the Company's common stock through a reduction of due to
               related  parties  totaling  $450.  The reduction was equal to the
               exercise price times the number of options exercised.

          j)   In March  2003,  option  holders  exercised  135,000  options  to
               purchase the Company's common stock for $9,450.

          k)   In May  2003,  option  holders  exercised  1,000,000  options  to
               purchase the Company's common stock for $160,000.



                                      F-28

<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 7 - EQUITY TRANSACTIONS (Continued):

           For the year ended December 31, 2003 (Cont'd):

          l)   In  June  2003,  option  holders  exercised  294,118  options  to
               purchase the  Company's  common  stock for  $50,000.  The Company
               recorded a receivable for the full amount. The receivable was the
               result of the Company  receiving two checks  totaling  $50,000 as
               consideration  for the exercise of options that subsequent to the
               issuance  of the common  stock  were  returned  for  insufficient
               funds. The receivable,  which has been offset against equity, was
               not received by the end of the year. An allowance has been set-up
               against  the  receivable  in full and  included  in  general  and
               administrative  expenses at December 31,  2003.  If the funds are
               received, the allowance will be reversed.

          m)   In October 2003,  option  holders  exercised  277,777  options to
               purchase the Company's common stock for $50,000.

          n)   In November 2003,  option holders  exercised  104,167  options to
               purchase the Company's common stock for $25,000.

          o)   In March 2003,  the Company issued 156,250 shares of common stock
               for  consulting  services  rendered  totaling  $62,500.  The fair
               market  price of the stock was  determined  based on the  closing
               price  of the  stock  on the  date of  approval  by the  Board of
               Directors.

          p)   In October 2003,  the Company issued  1,000,000  shares of common
               stock for consulting  services  rendered totaling  $160,000.  The
               fair  market  price  of the  stock  was  determined  based on the
               closing  price of the stock on the date of  approval by the Board
               of  Directors.  The contract  amount will be  amortized  over the
               contract  period  which ends  October  2004.  The amount has been
               offset  against  equity due to the stock being issued  before the
               services have been rendered.

NOTE 8 -   STOCK WARRANTS

           The following represents all activity that took place with regards to
           warrants issued:

                                                               Average Exercise
                                                     Number     Price Per Share
                                                   --------     --------------

               Outstanding, January 1, 1999 and 2000       -      $       -
               Granted                               336,538            .24
                                                   ---------      ---------
               Balance December 31, 2001             336,538           0.24
                  Granted                          2,434,557           0.15
                                                  ----------      ---------
               Balance December 31, 2002           2,771,095           0.16
                  Granted                          4,897,726           0.15
                  Expired                            (84,260)          0.79
                                                  ----------       --------
               Balance, December 31, 2003          7,584,561        $  0.15
                                                ============        =======

                                      F-29
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 8 - STOCK WARRANTS (Continued):

           The weighted average fair market value of the warrants granted during
           the year ended December 31, 2003 equals $0.18 and the weighted
           average remaining contractual life is 2.25 years.

           For the year ended December 31, 2001:

           On December 18, 2001, Dr. Gerald Wittenberg was issued 252,278
           warrants to purchase 252,278 shares of the Company's common stock at
           $0.50 cents per share. These warrants were issued as additional
           consideration of advances paid by Wittenberg to the Company (see Note
           5a). The Company recognized approximately $175,000 of expense
           relating to the issuance of the warrants below market. The fair value
           of the warrant was estimated on the date of grant using the Black
           Scholes model. The following assumptions were used: average risk-free
           interest rate of 4.39%; expected life of one year; dividend yield of
           0%; and expected volatility of 123.75%. In December 2002, the Company
           approved the reduction in the exercise price to $0.05, which was
           market price on

          a)   the date of change. Additional compensation expense of $3,187 has
               been recorded. These warrants expire December 31, 2006.

          b)   On October 29, 2001,  Bitazol S.A. paid $65,000 for 52,000 shares
               of the  Company's  common  stock  together  with 52,000  warrants
               entitling  the holder to purchase  52,000 shares of the Company's
               common  stock for  $1.25 per  share.  The  exercise  price of the
               warrants  was in  excess  of the  stock  price  as of the date of
               issuance. These warrants expired October 30, 2003.

          c)   On December 18, 2001,  David and Margaret  Segal paid $31,490 for
               32,260  shares  of  the  Company's  common  stock  together  with
               warrants  entitling  the holder to purchase  32,260 shares of the
               Company's  common stock at $1.25 per share. The exercise price of
               the  warrants  was in excess of the stock price as of the date of
               issuance. In December 2002, the Company approved the reduction of
               the exercise price of the warrants from $1.25 to $0.05 per share,
               which  was  market  price on the date of  change.  The  change in
               exercise  price  is  a  trigger  for  variable  accounting  under
               Financial  Accounting  Standards Board  Interpretation  Number 44
               "Accounting    for   Certain    Transactions    involving   Stock
               Compensation." The calculation resulted in an immaterial expense;
               therefore no  additional  expense was  recorded.  These  warrants
               expire December 31, 2003.



                                      F-30
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 8 - STOCK WARRANTS (Continued):

           For the year ended December 31, 2002

          a)   On  January  20,  2002,  the  Company  issued  105,313   warrants
               entitling the holder to purchase  105,313 shares of the Company's
               common stock for $0.75 per share. The Company  recognized $55,000
               of expense  relating to the  issuance of the  warrants.  The fair
               value of the warrant was estimated on the date of grant using the
               Black Scholes pricing model. The following assumptions were used:
               average  risk-free  interest rate of 4.34%;  expected life of one
               year;  dividend yield of 0%; and expected  volatility of 129.47%.
               In December  2002,  the Company  approved  the  reduction  in the
               exercise  price to $0.05,  which was market  price on the date of
               change.  The change in exercise  price is a trigger for  variable
               accounting   under   Financial    Accounting    Standards   Board
               Interpretation  Number 44  "Accounting  for Certain  Transactions
               involving Stock  Compensation."  The  calculation  resulted in an
               immaterial expense; therefore no additional expense was recorded.
               These warrants expire January 20, 2004.

           b)  On January 21, 2002, an unrelated third party was issued 100,000
               warrants to purchase 100,000 shares of the Company's common stock
               at $0.50 per share. These warrants were issued as additional
               consideration for a cash investment into the Company. The Company
               recognized $77,000 of expense relating to the issuance of the
               warrants. The fair value of the warrant was estimated on the date
               of grant using the Black Scholes pricing model. The following
               assumptions were used: average risk-free interest rate of 4.34%;
               expected life of one year; dividend yield of 0%; and expected
               volatility of 129.47%. These warrants expire January 21, 2004.

           c)  On March 15, 2002, an unrelated third party was issued 200,000
               warrants to purchase 200,000 shares of the Company's common
               stock, 100,000 shares at $0.50 and 100,000 shares at $1.00. These
               warrants were issued as consideration for services rendered to
               the Company. The Company recognized $33,000 of expense relating
               to the issuance of the warrants. The fair value of the warrant
               was estimated on the date of grant using the Black Scholes
               pricing model. The following assumptions were used: average
               risk-free interest rate of 4.74%; expected life of one year;
               dividend yield of 0%; and expected volatility of 134.09%. These
               warrants expire March 15, 2004.

          d)   On December 5, 2002, an unrelated  third party was issued 500,000
               warrants  to purchase  the  Company's  common  stock at $0.10 per
               share as part of the  conversion of notes  payable to equity.  In
               accordance   with  EITF   00-27   (accounting   for   convertible
               instruments with non-detachable  conversion options), the Company
               recognized  $45,262  of  expense.  The fair  market  value of the
               equity  instruments was estimated on the date of conversion using
               the Black Scholes pricing model.

                                      F-31
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 8 -   STOCK WARRANTS (Continued)

           For the year ended December 31, 2002 (continued)

          e)   The following  assumptions were used:  average risk-free interest
               rate of 1.84%;  expected life of one year;  dividend yield of 0%;
               and expected  volatility of 279%. These warrants expire April 11,
               2005

          f)   On December 5, 2002, an unrelated  third party was issued 600,000
               warrants  to purchase  the  Company's  common  stock at $0.10 per
               share as part of the  conversion of notes  payable to equity.  In
               accordance   with  EITF   00-27   (accounting   for   convertible
               instruments with non-detachable  conversion options), the Company
               recognized  $54,538  of  expense.  The fair  market  value of the
               equity  instruments was estimated on the date of conversion using
               the Black Scholes pricing model.  The following  assumptions were
               used: average risk-free interest rate of 1.84%;  expected life of
               one year;  dividend yield of 0%; and expected volatility of 279%.
               These warrants expire June 23, 2005.

          g)   On December 5, 2002,  unrelated third parties were issued 929,244
               warrants  to  purchase  stock at $0.05 per  share for  additional
               consideration  for  services  rendered.  The  Company  recognized
               $38,943 of expense related to the issuance of these warrants. The
               fair market value of the equity  instruments was estimated on the
               date of conversion  using the Black Scholes  pricing  model.  The
               following  assumptions were used: average risk-free interest rate
               of 1.45%;  expected life of one year;  dividend  yield of 0%; and
               expected volatility of 279%. The warrants expire June 23, 2005.

           For the year ended December 31, 2003:

          a)   On January 6, 2003, an unrelated  third party  purchased  900,543
               unites for $63,038.  Each unit consisted of 900,543 shares of the
               Company's common stock and 900,543 warrants  entitling the holder
               to purchase  900,543 shares of common stock.  These warrants were
               issued as additional consideration for a cash investment into the
               Company.

               On January 13, 2003, Dr. Gerald Wittenberg was issued 1,275,000
               warrants to purchase 1,275,000 shares of the Company's common
               stock at $0.08 cents per share. These warrants were issued as
               additional consideration of advances paid by Wittenberg to the
               Company. The Company recognized $99,778 of expense relating to
               the issuance of the warrants below market. The fair value of the
               warrant was estimated on the date of grant using the Black
               Scholes model. The following assumptions were used: average
               risk-free interest rate of 1.24%; expected life of one year;
               dividend yield of 0%; and expected volatility of 458.36%. These
               warrants expire January 15, 2008.


                                      F-32
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 8 -   STOCK WARRANTS (Continued)

           For the year ended December 31, 2003 (cont'd):

          b)   On January 17, 2003, an unrelated  third party was issued 145,683
               warrants  to purchase  the  Company's  common  stock at $0.08 per
               share as part of the  conversion of notes  payable to equity.  In
               accordance   with  EITF   00-27   (accounting   for   convertible
               instruments with non-detachable  conversion options), the Company
               recognized $6,747 of expense. The fair market value of the equity
               instruments  was  estimated on the date of  conversion  using the
               Black Scholes pricing model. The following assumptions were used:
               average  risk-free  interest rate of 1.57%;  expected life of one
               year;  dividend yield of 0%; and expected  volatility of 458.42%.
               These warrants expire January 16, 2005.

          c)   On February 25 2003,  an unrelated  third party was issued 65,789
               warrants  to purchase  the  Company's  common  stock at $0.38 per
               share as part of the  conversion of notes  payable to equity.  In
               accordance   with  EITF   00-27   (accounting   for   convertible
               instruments with non-detachable  conversion options), the Company
               recognized  $12,820  of  expense.  The fair  market  value of the
               equity  instruments was estimated on the date of conversion using
               the Black Scholes pricing model.  The following  assumptions were
               used: average risk-free interest rate of 1.57%;  expected life of
               one  year;  dividend  yield of 0%;  and  expected  volatility  of
               458.42%. These warrants expire February 24, 2005.

          d)   On February 27, 2003, an unrelated third party was issued 139,474
               warrants  to purchase  the  Company's  common  stock at $0.38 per
               share as part of the  conversion of notes  payable to equity.  In
               accordance   with  EITF   00-27   (accounting   for   convertible
               instruments with non-detachable  conversion options), the Company
               recognized  $26,500  of  expense.  The fair  market  value of the
               equity  instruments was estimated on the date of conversion using
               the Black Scholes pricing model.  The following  assumptions were
               used: average risk-free interest rate of 1.57%;  expected life of
               one  year;  dividend  yield of 0%;  and  expected  volatility  of
               458.42%. These warrants expire February 26, 2005.

          e)   On March 6, 2003,  an  unrelated  third party was issued  153,943
               warrants  to purchase  the  Company's  common  stock at $0.30 per
               share as part of the  conversion of notes  payable to equity.  In
               accordance   with  EITF   00-27   (accounting   for   convertible
               instruments with non-detachable

          f)   conversion  options),  the Company recognized $24,535 of expense.
               The fair market value of the equity  instruments was estimated on
               the date of conversion using the Black Scholes pricing model. The
               following  assumptions were used: average risk-free interest rate
               of 1.57%;  expected life of one year;  dividend  yield of 0%; and
               expected  volatility of 458.42%.  These warrants  expire March 5,
               2005.


                                      F-33
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 8 -   STOCK WARRANTS (Continued)

           For the year ended December 31, 2003 (continued)

          g)   On March 14, 2003,  an unrelated  third party was issued  206,300
               warrants  to purchase  the  Company's  common  stock at $0.30 per
               share as part of the  conversion of notes  payable to equity.  In
               accordance   with  EITF   00-27   (accounting   for   convertible
               instruments with non-detachable  conversion options), the Company
               recognized  $34,586  of  expense.  The fair  market  value of the
               equity  instruments was estimated on the date of conversion using
               the Black Scholes pricing model.  The following  assumptions were
               used: average risk-free interest rate of 1.57%;  expected life of
               one  year;  dividend  yield of 0%;  and  expected  volatility  of
               458.42%. These warrants expire March 13, 2005.

          h)   On March 24, 2003,  an unrelated  third party was issued  272,903
               warrants  to purchase  the  Company's  common  stock at $0.30 per
               share as part of the  conversion of notes  payable to equity.  In
               accordance   with  EITF   00-27   (accounting   for   convertible
               instruments with non-detachable  conversion options), the Company
               recognized  $41,607  of  expense.  The fair  market  value of the
               equity  instruments was estimated on the date of conversion using
               the Black Scholes pricing model.  The following  assumptions were
               used: average risk-free interest rate of 1.57%;  expected life of
               one  year;  dividend  yield of 0%;  and  expected  volatility  of
               458.42%. These warrants expire March 23, 2005.

          i)   On March 27,  2003,  an unrelated  third party was issued  26,305
               warrants  to purchase  the  Company's  common  stock at $0.30 per
               share as part of the  conversion of notes  payable to equity.  In
               accordance   with  EITF   00-27   (accounting   for   convertible
               instruments with non-detachable  conversion options), the Company
               recognized $3,664 of expense. The fair market value of the equity
               instruments  was  estimated on the date of  conversion  using the
               Black Scholes pricing model. The following assumptions were used:
               average  risk-free  interest rate of 1.57%;  expected life of one
               year;  dividend yield of 0%; and expected  volatility of 458.42%.
               These warrants expire March 26, 2005.

          j)   On April 11, 2003,  an unrelated  third party was issued  682,714
               warrants  to purchase  the  Company's  common  stock at $0.21 per
               share as part of the  conversion of notes  payable to equity.  In
               accordance   with  EITF   00-27   (accounting   for   convertible
               instruments with non-detachable  conversion options), the Company
               recognized  $68,059  of  expense.  The fair  market  value of the
               equity  instruments was estimated on the date of conversion using
               the Black Scholes pricing model.  The following  assumptions were
               used: average risk-free interest rate of 1.57%;  expected life of
               two years;  dividend  yield of 0%;  and  expected  volatility  of
               460.84%. These warrants expire April 10, 2005.


                                      F-34
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 8 -   STOCK WARRANTS (Continued)

           For the year ended December 31, 2003 (continued)

          k)   On October 31, 2003, an unrelated  third party was issued 541,666
               warrants  to purchase  the  Company's  common  stock at $0.12 per
               share as part of the  conversion of notes  payable to equity.  In
               accordance   with  EITF   00-27   (accounting   for   convertible
               instruments with non-detachable  conversion options), the Company
               recognized  $35,000  of  expense.  The fair  market  value of the
               equity  instruments was estimated on the date of conversion using
               the Black Scholes pricing model.  The following  assumptions were
               used: average risk-free interest rate of 1.25%;  expected life of
               five years;  dividend  yield of 0%; and  expected  volatility  of
               494.52%. These warrants expire October 31, 2008.

          l)   On November 11, 2003, an unrelated third party was issued 199,311
               warrants  to purchase  the  Company's  common  stock at $0.21 per
               share as part of the  conversion of notes  payable to equity.  In
               accordance   with  EITF   00-27   (accounting   for   convertible
               instruments with non-detachable  conversion options), the Company
               recognized  $21,083  of  expense.  The fair  market  value of the
               equity  instruments was estimated on the date of conversion using
               the Black Scholes pricing model.  The following  assumptions were
               used: average risk-free interest rate of 1.32%;  expected life of
               five years;  dividend  yield of 0%; and  expected  volatility  of
               503.80%. These warrants expire November 11, 2008.

          m)   On November 18, 2003, an unrelated third party purchased  288,095
               units for $60,483.  Each unit  consisted of 288,095 shares of the
               Company's common stock and 288,095 warrants  entitling the holder
               to purchase  288,095 shares of common stock.  These warrants were
               issued as additional consideration for a cash investment into the
               Company.

NOTE 9 -   STOCK OPTIONS

           On April 22, 2002, the Company:

          i.   adopted a Non-Qualified  Stock Option Plan,  which authorizes the
               issuances  of up to 2,500,000  options to purchase  shares of the
               Company's common stock; and

          ii.  adopted a Stock Bonus Plan,  which  authorizes the issuance of up
               to 1,000,000 shares of common stock.



                                      F-35
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 9 -   STOCK OPTIONS

           The following table represents all activity that took place with
           regards to options issued:

                                                                Average
                                              Number of       Exercise Price
                                                shares         Per Share

               Outstanding, January 1, 2001           -         $     -
                 Granted                      2,235,000            0.07
                 Forfeited                     (190,000)           0.07
                                              ---------         -------

               Balance at December 31, 2002   2,045,000            0.07
                 Granted                      3,996,944            0.09
                 Exercised                   (4,126,944)          0.11
                 Forfeited                     (200,000)           0.07
                                              ---------         -------

               Balance at December 31, 2003   1,715,000        $  0.03
                                              =========        =======

           In April 2002, the Company issued options to purchase 2,235,000
           shares of its common stock at $1.00 per share to employees. Such
           options vested immediately. The exercise price exceeded the market
           price of the stock on the date of grant. During the year ended
           December 31, 2003, 1,695,000 options were exercised. During the year
           ended December 31, 2003 and 2002, 200,000 and 190,000, respectively
           of such options were forfeited. The options expire November 1, 2004.

           In December 2002, the Company approved a reduction in the exercise
           price of the options to $0.07 and the fair market value of the
           options was recalculated. Due to the repricing of the options, the
           equity instruments now fall under variable accounting. Under variable
           accounting for options granted to employees being accounted for under
           APB 25, the intrinsic value of the options will be determined at each
           reporting date by comparing the exercise price with the market price.
           Any excess of the market over exercise price will be recorded as an
           expense. For options granted to non-employees, the fair market value
           has to be recalculated at each reporting date with any increase in
           expense recorded. All employee options were exercised or forfeited
           during the year ended December 31, 2003. The status of several of the
           option holders changed during the period from the initial granting
           and the repricing of the options. They went from an employee
           classification to an outside consultant classification. Expense in
           the amount of $21,042 was recorded as it relates to the fair market
           value of the options granted to these individuals. The fair market
           value was calculated using the Black Scholes pricing model. The
           following assumptions were used: average risk-free interest rate of
           1.45%; expected life of one year; dividend yield of 0%; and expected
           volatility of 279.00%.

                                      F-36

<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 9 -   STOCK OPTIONS  (Continued)

           In March 2003, the Company granted 600,000 options to a third party
           for services rendered. Consulting expense of $226,960 has been
           recorded. The fair market value was determined on the date of grant
           using the Black-Scholes pricing model. The assumptions were as
           follows: average risk free interest rate of 1.24%; expected life of
           one year; dividend yield of 0%; and expected volatility of 458.36%.
           In June 2003, 599,940 of these options were exercised.

           In March 2003, the Company showed 200,000 shares as being issued to
           two directors for services rendered. The stock certificates were
           never issued to the directors as the directors wanted options versus
           shares of stock. The Company has adjusted the accounting for this
           transaction to reflect 200,000 options being granted at an exercise
           price of $0.001 per share, which was below the market value on the
           date of grant. Compensation expense totaling $77,000 was recorded.
           The expense recorded was greater than the expense that would have
           been recorded under FASB 123 using the Black Scholes pricing model.
           Therefore, no proforma disclosure is required.

           In April 2003, the Company granted 1,400,000 options to two directors
           for services rendered. The options were granted at $0.001 per share,
           which was below the market value on the date of grant. Compensation
           expense totaling $238,000 was recorded. The expense recorded was
           greater than the expense that would have been recorded under FASB123
           using the Black Scholes pricing model. Therefore, no proforma
           disclosure is required.

           In May 2003, the Company granted 1,000,000 options to a third party
           for consulting services to be rendered. Consulting expense of
           $186,326 has been recorded. The fair market value was determined on
           the date of grant using the Black-Scholes pricing model. The
           assumptions were as follows: average risk free interest rate of
           1.18%; expected life of one year; dividend yield of 0%; and expected
           volatility of 460.84%. All of the options were exercised as of
           December 31, 2003.

           In January 2003, the Company approved the issuance of 150,000 shares
           of common stock for services rendered totaling $16,350. These shares
           were not issued. During July 2003, the Company granted 150,000
           options in lieu of the 150,000 shares of common stock. The
           transaction was not recorded by the Company at the date of grant. The
           Company, during the third quarter, has accounted for the transaction
           as if it occurred in January 2003. The options were granted at $0.001
           per share, which was below the market value on the date of grant.
           Consulting expense of $16,350 has been recorded. The fair market
           value was determined on the date of grant using the Black-Scholes
           pricing model. The assumptions were as follows: average risk free
           interest rate of 1.36%; expected life of one year; dividend yield of
           0%; and expected volatility of 420.32%. The difference between the
           expense recorded under APB25 and the amount that would have been
           recorded using the Black Scholes model under FASB 123 is immaterial
           to the statements taken as a whole, therefore no proforma disclosure
           is considered necessary.

                                      F-37
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 9 -   STOCK OPTIONS (Continued)

           In October 2003, the Company granted 277,777 options to a third party
           for consulting services to be rendered. Consulting expense of $67,092
           has been recorded. The fair market value was determined on the date
           of grant using the Black-Scholes pricing model. The assumptions were
           as follows: average risk free interest rate of 1.18%; expected life
           of one year; dividend yield of 0%; and expected volatility of
           410.17%.

           In October 2003, the Company granted 265,000 options to employees
           with an exercise price of $0.14, which was equal to the market price
           on the date of grant. The options are exercisable starting January 1,
           2004 and expires January 1, 2007. The fair market value of the
           options under FASB123 equals $31,170. (See Note 1, Stock Based
           Compensation).

           In October 2003, the Company granted 104,167 options to a third party
           for consulting services to be rendered. Consulting expense of $29,621
           has been recorded. The fair market value was determined on the date
           of grant using the Black-Scholes pricing model. The assumptions were
           as follows: average risk free interest rate of 1.18%; expected life
           of one year; dividend yield of 0%; and expected volatility of
           410.17%.


NOTE 10 -  COMMITMENTS AND CONTINGENCIES

           Lease Agreement

           As of December 31, 2003, the Company rents executive office spaces
           for $3,800 per month. During the years ended December 31, 2003 and
           2002, rent expense totaled $45,000 and $37,980, respectively.

           Consulting Agreements

           On October 8, 2003, the Company entered into a consulting agreement
           with an entity for internet public relations services. The term of
           the agreement is for twelve months. The fees for the services were
           1,000,000 shares of stock and $25,000 cash. The shares were valued at
           fair market value on the date issued of $160,000.

           The Company entered into an agreement on May 3, 2003 with a
           consultant to provide information, evaluation and consulting,
           services for a twelve month time period. The consultant is to receive
           1,000,000 options to purchase the Company's common stock at a
           mutually agreed upon price as the services are rendered. All options
           have been granted and exercised as of December 31, 2003. The Company
           has recorded an expense of $186,326 related to these services.


                                      F-38
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 11 -  INCOME TAXES

           At December 31, 2003 and 2002, the Company had net operating loss
           carryforwards of approximately $4,294,000 and $1,675,000,
           respectively. Because of the current uncertainty of realizing the
           benefit of tax carryforwards, a valuation allowance equal to the tax
           benefit for deferred taxes has been established. The full realization
           of the tax benefit associated with the carryforwards depends
           predominantly upon the Company's ability to generate taxable income
           during the carryforward period.

           Net operating loss carryforwards expire through 2023. Per year
           availability is subject to change of ownership limitations under
           Internal Revenue Code Section 382.

           The reconciliation of the Company's effective income tax rate to the
           United States statutory rate is as follows for the years ended
           December 31, 2003 and 2002.

                                                     2003          2002
                                                     ----          ----

                  Federal Income Tax Rate            (35%)         (35%)
                  Effect of Valuation Allowance       35%           35%
                                                   ------        ------

                  Effective Income Tax Rate            0%            0%
                                                  =======        =======


           Any income subject to tax in Canada will be taxed at essentially the
           same rate as that in the United States.

           Deferred tax assets and liabilities reflect the net tax effect of
           temporary differences between the carrying amount of assets and
           liabilities for financial reporting purposes and amounts used for
           income tax purposes. The approximate tax effect of each type of
           temporary difference and carryfoward that gave rise to the Company's
           deferred tax assets and liabilities at December 31, 2003 and 2002 are
           as follows:






                                      F-39
<PAGE>



                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                2003           2002
                                                ----           ----

           Net operating loss carryforward   1,502,900        586,250
           Less:  Valuation allowance       (1,502,900)      (586,250)
                                             ---------      ---------
Net deferred tax assets                    $         -      $       -
                                           ===========      =========

The Company does not have any deferred tax liabilities.

NOTE 12 -  SUBSEQUENT EVENTS

           January 2, 2004 - Granted 200,000 options to an employee at an
           exercise price of $0.22 per share. This equaled the closing market
           price on the date of grant. Proforma disclosure will need to be made
           for the first quarter related to the value of the options under
           FASB123. The proforma expense equals $17,458. Assumptions were as
           follows: average risk free interest rate of 1.24%; expected life of
           one year; dividend yield of 0%; and expected volatility of 102.88%.
           The options were exercised March 30, 2004.

           On January 20, 2004, the Company sold 100,000 shares of the Company's
           common stock for $19,000.

           On February 26, 2004 the Company issued 142,928 shares of common
           stock for consulting services rendered. The value of the services
           totaled $31,444 and was equal to the close price of the stock on the
           date of issuance times the number of shares.

           In February 2004, the Company received $50,000 that had previously
           been written off as uncollectible. (See Note 7k).

           On March 10, 2004, the Company granted 250,000 options to a
           consultant at an exercise price equal to 90% of the closing price on
           the day before exercise. Compensation expense equal to $22,815 will
           be recorded as determined using the Black Scholes pricing model. The
           following assumptions were used: average risk free interest rate of
           1.24%; expected life of one year; dividend yield of 0%; and expected
           volatility of 102.88%.

           On March 10, 2004, the Company granted 1,450,000 options to three
           directors of the Company (650,000 each to Dr. Moro and Dr.
           Wittenberg, and 150,000 to Dr. Gold) at an exercise price of $0.001
           per share. The closing market price of the stock on the grant date
           was $0.23. Therefore compensation expense equal to $332,050 will be
           recorded under APB25. The fair market value


                                      F-40
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development stage)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


           under FASB 123 using the Black Scholes pricing model would be
           $332,068. The difference is immaterial to include in proforma
           disclosure. The following assumptions were used: average risk free
           interest rate of 1.24%; expected life of one year; dividend yield of
           0%; and expected volatility of 102.88%.

           On March 11, 2004, the Company issued to an employee 25,000 shares of
           common stock for performance recognition. The closing price of the
           stock on the issuance date was $0.23. Compensation expense totaling
           $5,750 will be recognized.


NOTE 12 -  SUBSEQUENT EVENTS (Continued)

           On March 11, 2004, the Company approved the issuance of 40,000 shares
           to two employees (20,000 each) for the exercise of their options at
           the option price of $0.14.

           On March 17, 2004, the Company sold 266,667 units consisting of one
           share of common stock and one warrant to purchase common stock at an
           exercise price of $0.15 expiring in March 2007 for $40,000.

           On March 17, 2004, the Company sold 315,790 units consisting of one
           share of common stock and one warrant to purchase common stock at an
           exercise price of $0.19 expiring in March 2009. Total consideration
           received was $60,000.

           On March 26, 2004, the Company sold 266,667 units consisting of one
           share of common stock and one warrant to purchase common stock at an
           exercise price of $0.17 expiring March 2007 for $40,000.

           On March 29, 2004, the Company sold 100,000 shares of common stock
           for proceeds of $15,000.

           On April 1, 2004, the Company approved the issuance of 65,000 shares
           to two employees (25,000 and 40,000) for the exercise of their
           options at the option price of $0.14.

           On June 16, 2004, the Company issued 628,571 shares of common stock
           for the exercise of warrants at $0.07 per share. Total consideration
           received was $44,000.

           On June 29, 2004, the Company issued 105,263 shares of common stock
           for the exercise of warrants at $0.19 per share. Total consideration
           received was $20,000.


                                      F-41
<PAGE>


                                   SIGNATURES

      In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant
has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized on the 8th day of July 2004.


                                    WHISPERING OAKS INTERNATIONAL INC.


                                     By: /s/ Ricardo Moro
                                        -------------------------------------
                                        Dr.   Ricardo  Moro  -  President  and
                                        Chief Executive Officer


                                     By: /s/ Gerald Wittenberg
                                         ------------------------------------
                                         Dr. Gerald Wittenberg,  Principal
                                         Financial Officer

      Pursuant to the requirements of the Securities Act of l934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

Signature                        Title                Date



/s/ Ricardo Moro               Director            July 8, 2004
----------------------
Dr. Ricardo Moro


/s/ Gerald Wittenberg          Director            July 8, 2004
----------------------
Dr. Gerald Wittenberg


                               Director
----------------------
Dr. Phil Gold






<PAGE>



                       WHISPERING OAKS INTERNATIONAL, INC.


                                   FORM 10-KSB

                                    EXHIBITS