SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

 (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, 2006
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.

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-25 of the Exchange Act):            Yes  [  ]       No  [X]

The aggregate market value of the voting stock held by non-affiliates of the
Company (39,006,690 shares) based upon the closing price of the Company's common
stock on March 15, 2007, was approximately $25,000,000.

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

As of March 15, 2007 the Company had 40,560,615 issued and outstanding shares of
common stock.

<PAGE>


5

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 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.

      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
aid in determining if a patient has cancer. These tests can also be used on a


                                       2
<PAGE>

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.

   The FDA, in its device listing database, shows the Histo-RECAF(TM) kit as a
Class I medical device. As a Class I medical device the Histo-RECAF(TM) kits may
be sold in the United States as a staining test for AFP receptors (a.k.a. RECAF)
in tissues. However, until the Histo-RECAF kit is approved by the FDA as a 510K
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. As of
March 15, 2007 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.

      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


                                       3
<PAGE>

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. Biocurex is currently attempting 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 as well as to manufacture and
commercialize the assay.

      In June 2004 Biocurex presented its results on the serum-RECAF test to
scientists at the EDRN conference in Boston and the ISOBM annual meeting in
Helsinki. Those results showed 80-90% sensitivity for a variety of cancers, with
a 95% specificity for lung, breast, stomach and ovary cancers. Further
experiments have shown that the serum-RECAF assay performs much better than
competing technologies in detecting prostate cancers and discriminating between
malignant and benign lesions.

      In late March 2005, BioCurex signed an agreement with Abbott Laboratories.
Under terms of the licensing agreement, Abbott obtains worldwide, semi-exclusive
rights to commercialize products using BioCurex's RECAF technology. The
agreement includes payment to BioCurex of up-front fees, product development
milestones and royalties on any product sales. Abbott's goal is to further
develop this technology, incorporating it into future tests on their
ARCHITECT(R) system, for use in cancer diagnosis and monitoring. On March 26,
2007, Biocurex received $50,000 from Abbott pursuant to the licensing agreement.


                                       4
<PAGE>

      Abbott has a strong history in cancer diagnostics. In 1991, Abbott
developed the first automated PSA test for use on the IMx(R) System and has
continued to expand cancer test menus across its diagnostic analyzers. Abbott's
innovative genomic tests include Vysis(R) UroVysion, which aids in diagnosing
and monitoring bladder cancer, and PathVysion(R), for detecting amplification of
the HER-2 gene to aid in determining whether a patient is an appropriate
candidate for Herceptin(R) (trastuzumab) therapy for breast cancer.

      BioCurex management acknowledges the validating recognition of its RECAF
technology by a major pharma company and management looks forward to working
with Abbott in their further development and sale of serum tests for cancer
diagnosis. According to the World Health Organization, more than 10 million
people are diagnosed with cancer every year, and it is estimated that there will
be 15 million new cases every year by 2020. The chance of cure increases
substantially if cancer is detected early.

      The agreement with Abbott is semi-exclusive and BioCurex expects to engage
other major pharma companies in licencing opportunities for cancer diagnostics.
Biocurex believes that there are substantial prospects for licencing and
development of other types of diagnostic cancer tests.

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. Pacific BioSciences billed the following
amounts to Biocurex for research and development: year ended December 31, 2004 -
$470,400, year ended December 31, 2005 - $445,260, year ended December 31, 2006
- $544,460.

   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
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 March 15, 2007.

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


                                       5
<PAGE>

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
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


                                       6
<PAGE>

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, 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. The FDA, in its device listing database, shows the
Histo-RECAF kit as a Class I medical device. 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's strategy is 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 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.

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 $4,396 per month. Biocurex rents its
office space from Pacific Bioscience Research Centre, a company affiliated with
Biocurex's President.


                                       7
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

      Biocurex is not involved in any legal proceedings.

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

      None.

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

      Between April 2004 and August 21, 2006 Biocurex's common stock traded in
over-the-counter market which is sometimes referred to as the "pink sheets". On
August 22, 2006 Biocurex's common stock was relisted on the OTC Bulletin Board
under the symbol "BOCX".

   Shown 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
         --------------                ----             ---

            3/31/05                    $1.80           $1.40
            6/30/05                    $1.03           $1.01
            9/30/05                    $0.90           $0.85
           12/31/05                    $0.89           $0.86

            3/31/06                    $0.73           $0.70
            6/30/06                    $0.85           $0.72
            9/30/06                    $0.70           $0.65
           12/31/06                    $0.74           $0.66

   As of March 15, 2007, there were approximately 119 record holders of
Biocurex's common stock and over 4,000 shareholders who owned shares through
brokerage houses, banks and similar financial institutions.

   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.

   As of March 15, 2007, Biocurex had 40,560,615 outstanding shares of common
stock. The following table lists additional shares of Biocurex's common stock
which may be issued as the result of the exercise of outstanding options,
warrants or convertible notes:


                                       8
<PAGE>


                                                        Number of       Note
                                                         Shares       Reference

   Shares issuable upon exercise of Non-Qualified
   Stock options granted to officers, directors,
   employees and consultants.                            3,610,000        A

   Shares issuable upon exercise of warrants
   granted to Biocurex's officers, directors,
   employees, financial consultants and private
   investors                                             8,413,439        B

   Shares issuable upon conversion of notes              1,075,715        C

   Shares issuable upon exercise of warrants
   issued to note holders                                3,940,326        C


A.   See Item 10 of this report for information concerning the Non-Qualified
     Stock Option Plan.

B.   Warrants in this category were not granted pursuant to Biocurex's
     Non-Qualified Stock Option Plan. The warrants are exercisable at prices
     between $0.12 and $2.00 per share and expire between February 23, 2007 and
     July 19, 2011.

C.   During 2003 Biocurex sold  convertible  notes in the principal  amount of
     $529,813  to six  private  investors.  The notes bear  interest at 5% per
     year and are due and payable five years from the respective  dates of the
     notes.  Each note may, at the option of the holder,  be  converted at any
     time into shares of Biocurex's  common stock.  The number of shares to be
     issued upon the  conversion  of any note is equal in number to the amount
     determined  by  dividing  the  principal  amount to be  converted  by the
     Conversion  Price.  The Conversion  Price was  separately  negotiated for
     each note and ranges  between  $0.05 and $0.23.  As of March 15, 2007 one
     note in the  principal  amount of $53,000  had been repaid and four notes
     in the principal  amount of $281,915 had been  converted  into  2,123,634
     shares  of  Biocurex's   common  stock.   If  all  remaining  notes  were
     converted  Biocurex  would be obligated to issue an additional  1,075,715
     shares of common  stock.  The note  holders  also  received  warrants  to
     collectively  purchase  2,434,088  shares of  Biocurex's  common stock at
     prices  between  $0.08  and  $0.38  per  share.  The  warrants  expire at
     various  dates  between  January 17, 2005 and November  11,  2008.  As of
     March  15,  2007   warrants  to  purchase   1,693,111   shares  had  been
     exercised.  For every share issued upon  conversion  the note holders are
     entitled to receive new  warrants to  purchase  one  additional  share of
     common  stock at prices  between  $0.055 and  $0.176  per share.  The new
     warrants expire at various dates in 2011.  Warrants for 2,123,634  shares
     were  issued  when  notes  in  the  principal  amount  of  $281,915  were
     converted.  If all  remaining  notes were  converted,  Biocurex  would be
     obligated  to issue  warrants  which  would allow the holders to purchase
     1,075,715 additional shares of Biocurex's common stock.


                                       9
<PAGE>


       The shares referred to in Note A has been registered for public sale by
means of a registration statement on Form S-8 which BioCurex has filed with the
Securities and Exchange Commission.

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

Biocurex is involved in developing cancer detection technology and:

     o    has  developed a cancer  detection  kit for tissues  (Histo-RECAF(TM))
          which stains cancer cells thereby allowing a pathologist to easily see
          the cancer cells with the use of a microscope,

     o    has 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.

      The FDA, in its device listing database, shows the Histo-RECAF(TM) kit as
a Class I medical device. As a Class I medical device the Histo-RECAF(TM) kits
may be sold in the United States as a staining test for AFP receptors (a.k.a.
RECAF) in tissues. 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. As of March 15, 2007 Biocurex had
not sold any Histo-RECAF(TM) or Cryo-RECAF(TM) test kits and had not licensed
the technology pertaining to these kits to any third parties.

      As explained in Item 1 of this report BioCurex has developed a serum based
cancer screening assay and has licensed certain aspects of the serum assay
technology to Abbott Laboratories. The Licensing Agreement with Abbott is
semi-exclusive thus allowing for more than one licensee. Biocurex expects to
enter into other licensing agreements in the coming months. BioCurex retained
all rights to its prototype format, a radio-immunoassay (RIA), which it plans to
commercialize directly to clinical laboratories as ASRs ("Analyte Specific
Reagents") for production of "home-brew" tests. A home-brew test is a test
developed by a clinical laboratory using one or more ASRs, general laboratory
reagents and/or general laboratory instruments for diagnostic purposes. The FDA
issued a new regulation in November of 1997 classifying/reclassifying ASRs based
on risk to public health. The regulation allows certain individual reagents to
be available for clinical laboratories to use in their own in-house developed
(home-brew) tests, without requiring manufacturers to submit 510(k)s or PMAs for
the majority of individual reagents. This regulation could allow clinical
laboratories to produce RECAF tests based on Biocurex's RIA without the need for
a lengthy FDA approval process. For more information visit
http://www.aacc.org/govt/asr.htm.


                                       10
<PAGE>

      During the year ended December 31, 2007 Biocurex:

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

     o    plans to enter  into  agreements  relating  to its RIA blood test with
          clinical laboratories using ASRs.

     o    intends to  license  its  Serum-RECAF(TM)  to other  major  bio-pharma
          companies.

     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.

     o    continue research in the areas of therapeutics and imagery.

     During  fiscal 2007 it is expected that all research and  development  work
will be performed by Pacific Biosciences Research Centre on behalf of Biocurex.

Results of Operations
---------------------

   Material changes of items in Biocurex's Statement of Operations for the year
ended December 31, 2006, as compared to the same period in the prior year, are
discussed below:

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

Professional and Consulting Fees        I       Biocurex made greater use of
                                                investor relations consultants
                                                during the year.

Research and Development                I       Increase in chemicals and
                                                laboratory supplies.

Gain on sale of equity investment       I       During the year Biocurex began
                                                to sell shares which it received
                                                as consideration for a licensing
                                                agreement. Biocurex was not able
                                                to sell these shares in 2005.
                                                (See Note 3 to the financial
                                                statements).


                                       11
<PAGE>


Liquidity and Capital Resources
-------------------------------

Biocurex's sources and (uses) of cash during the year ended December 31, 2005
were:

  Cash used in operations                                           $(598,867)
  Patent costs                                                        (72,003)
  Repayment of loans from related parties                             (52,607)
  Sale of common stock in private placements
    and exercise of options and warrants                              787,735

Biocurex's sources and (uses) of cash during the year ended December 31, 2006
were:

  Cash used in operations                                          (1,019,910)
  Patent costs                                                        (74,483)
  Sale of investment                                                  154,228
  Sale of common stock in private placements
   and exercise of options and warrants, net with issuance costs    1,332,025
  Repayment of loans from related parties                             (62,056)


      As of December 31, 2006 Biocurex had working capital of $99,063. Included
in current liabilities at December 31, 2006 are amounts due to officers,
directors, and related parties of Biocurex totaling $358,763.

   Biocurex does not have any traditional financing arrangements. Since January
of 2003 Biocurex has been able to finance its operations through the private
sale of its common stock and from borrowings from private lenders. Biocurex
plans to continue to obtain the capital needed for its operations through these
financial arrangements. There can be no assurance that Biocurex will be
successful in obtaining any additional capital.

      Biocurex anticipates that the capital requirements for the year ended
December 31, 2007 will be as follows:

Research and Development - Theraputics                         $    450,000
Research and Development - Invitro diagnostics (rapid tests,
blood tests, histology tests)                                       700,000
Research and Development - Imagery                                   50,000
Payment of Outstanding Liabilities                                   80,000
General and Administrative Expenses                                 450,000
Marketing and Investor Communications                               300,000
                                                               -----------------
     Total:                                                    $  2,030,000
                                                               =================


                                       12
<PAGE>


      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.

   Although Generally Accepted Accounting Principles require Biocurex's
financial statements to show its intellectual property as having no value, an
independent appraisal has valued Biocurex's intellectual property at
approximately $5,000,000 as of December 31, 2003.

Recent Accounting Pronouncements
--------------------------------

      See Note 2 to the financial statements which are included as part of this
report.

Critical Accounting Policies
----------------------------

      Biocurex's significant accounting policies are more fully described in
Note 2 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:

      Revenue Recognition. Biocurex recognizes revenue in accordance with
Securities and Exchange Commission Staff Accounting Bulletin No. 104 ("SAB
104"), "Revenue Recognition in Financial Statements." Revenue is recognized only
when the price is fixed or determinable, persuasive evidence of an arrangement
exists, the service is performed, and collectibility is reasonably assured.
Biocurex's revenue consists of license fees related to the licensing of
RECAF(TM) technology. At the present time, there is one licensing agreement.
Biocurex recognizes revenues at the time of shipment of products and subsequent
to performing credit evaluations of customers.


                                       13
<PAGE>

      Long-lived Assets. In accordance with SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", the carrying value of intangible
assets and other long-lived assets is reviewed on a regular basis for the
existence of facts or circumstances that may suggest impairment. Biocurex
recognizes an impairment when the sum of the expected undiscounted future cash
flows is less than the carrying amount of the asset. Impairment losses, if any,
are measured as the excess of the carrying amount of the asset over its
estimated fair value.

      Investments. Investments consist of equity securities classified as
"available-for-sale" securities under SFAS No. 115 "Accounting for Certain
Investments in Debt and Equity Securities" and are reported at fair value.
Accordingly, unrealized gains and losses on these investments are reflected as
other comprehensive income in stockholders' equity.

      Stock Options - Prior to January 1, 2006, the Company accounted for
stock-based awards under the recognition and measurement provisions of
Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued
to Employees" using the intrinsic value method of accounting. Effective January
1, 2006, the Company adopted the fair value recognition provisions of SFAS No.
123R "Share Based Payments" ("SFAS 123R"), using the modified prospective
transition method. Under that transition method, compensation cost is recognized
for all share-based payments granted prior to, but not yet vested as of January
1, 2006, based on the grant date fair value estimated in accordance with the
original provisions of SFAS 123, and compensation cost for all share-based
payments granted subsequent to January 1, 2006, based on the grant-date fair
value estimated in accordance with the provisions of SFAS 123R. Results for
prior periods have not been restated. As a result of the adoption of SFAS 123R,
there was no change to the Company's net loss from operations for the year ended
December 31, 2006, than if it had continued to account for share-based
compensation under APB No. 25.

      All transactions in which goods or services are the consideration received
for the issuance of equity instruments are accounted for based on the fair value
of the consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable. Equity instruments issued to employees
and the cost of the services received as consideration are measured and
recognized based on the fair value of the equity instruments issued.

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

      Not applicable.

ITEM 8A.    CONTROLS AND PROCEDURES

      Ricardo Moro, Biocurex's Chief Executive Officer and Gerald Wittenberg,
Biocurex's Principal Financial Officer, have evaluated the effectiveness of
Biocurex's disclosure controls and procedures (as defined in Rule 13a-15(e) of
the Securities Exchange Act of 1934) as of the end of the period covered by this


                                       14
<PAGE>

report, and in their opinion Biocurex's disclosure controls and procedures are
effective. There were no changes in Biocurex's internal controls over financial
reporting that occurred during the fiscal year that have materially affected, or
are reasonably likely to materially affect, Biocurex's internal controls over
financial reporting.

ITEM 8B. OTHER INFORMATION

      Not Applicable

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

      Information concerning Biocurex's officers and directors follows:

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

      Dr. Ricardo Moro         54     President, Chief Executive Officer
                                       and a Director
      Dr. Gerald Wittenberg    55     Principal Financial Officer,
                                       Secretary, Treasurer, and a Director
      Dr. Phil Gold, PhD       70     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
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.


                                       15
<PAGE>

      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 has only minimumal 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.

ITEM 10.    EXECUTIVE COMPENSATION

   The following table shows in summary form the compensation received by (i)
Biocurex's Chief Executive Officer and (ii) by each other executive officer who
received total compensation in excess of $100,000 during the two years ended
December 31, 2006.

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

                                                                    All
                                                                   Other
                                                                   Annual
                                              Restric-             Com-
  Name and                                    ted Stock   Option   pensa-
   Principal            Fiscal  Salary  Bonus  Awards     Awards   tion
   Position              Year     (1)    (2)     (3)       (4)      (5)      Total
------------            ------  ------- ----- ---------   ------   ------    -----

Dr. Ricardo Moro         2006   $    --    --        --  $230,000      --  $230,000
Chief Executive Officer  2005   $    --    --        --  $225,000      --  $225,000

Dr. Gerald Wittenberg    2006   $    --    --        --  $230,000      --  $230,000
 Principal Financial     2005   $    --    --        --  $225,000      --  $225,000
 Officer, Secretary and
 Treasurer

</TABLE>

(1)  The dollar value of base salary (cash and non-cash) received.

(2)  The dollar value of bonus (cash and non-cash) received.

(3)  During  the  periods  covered  by the  table,  the  value of the  shares of
     restricted  stock issued as compensation for services to the persons listed
     in the table.

(4)  The value of all stock options  granted  during the periods  covered by the
     table.

(5)  All other  compensation  received that we 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


                                       16
<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 During Year Ended December 31, 2006
-------------------------------------------------------------

Name                      Paid in Cash     Stock Awards (1) Option Awards (2)
----                      ------------     ---------------- -----------------

Dr. Phil Gold                   --                  --             $55,000

(1)  The fair value of stock issued for services computed in accordance with FAS
     123R on the date of grant.
(2)  The fair value of options granted computed in accordance with FAS 123R on
     the date of grant.

   Directors' fees paid to Dr. Moro and Dr. Wittenberg are included in the
Executive Compensation table.

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 or warrants granted
pursuant to the Plan. Biocurex's employees, directors, officers, consultants and
advisors are eligible to be granted options or warrants 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 exercise price of the option or
warrant is determined by Biocurex's Board of Directors.


                                       17
<PAGE>

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,
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.

ther 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.


                                       18
<PAGE>

      The following tables show, during the fiscal year ended December 31, 2006,
the options granted to, and the options exercised and held by, the persons named
below. All options were granted pursuant to Biocurex's Non-Qualified Stock
Option Plan.

                                 Options Granted
                                 ---------------
                                                       Exercise
                              Grant        Options    Price Per  Expiration
    Name                      Date       Granted (#)     Share      Date
    ----                      -----      -----------  ---------  ----------

   Dr. Ricardo Moro        02/23/2006      230,000      $0.001   02/28/2010
   Dr. Gerald Wittenberg   02/23/2006      230,000      $0.001   02/28/2010
   Dr. Phil Gold           02/23/2006       55,000      $0.001   02/28/2010

                                Options Exercised
                                -----------------
                                               Shares
                              Date of        Acquired On         Value
                             Exercise        Exercise (1)     Realized (2)
                             --------        ------------     ------------

  Dr. Phil Gold             12/11/2006          25,000         $   17,725

(1)  The number of shares received upon exercise of options during the fiscal
     year ended December 31, 2006.

(2)  With respect to options exercised during the fiscal year ended December 31,
     2006, 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.

                          Shares underlying unexercised
                                Option Which Are:
                          -----------------------------    Exercise   Expiration
         Name            Exercisable       Unexercisable     Price       Date
         ----            -----------       -------------   --------   ----------

     Dr. Ricardo Moro      650,000                           0.001    08/31/2008
     Dr. Gerald
     Wittenberg            650,000                           0.001    08/31/2008
     Dr. Ricardo Moro      450,000                           0.001    03/31/2009
     Dr. Phil Gold          25,000                           0.001    01/31/2009
     Ricardo Moro          225,000                           0.001    01/31/2009
     Gerald Wittenberg     225,000                           0.001    01/31/2009
     Ricardo Moro          230,000                           0.001    02/28/2010
     Gerald Wittenberg     230,000                           0.001    02/28/2010
     Phil Gold              55,000                           0.001    02/28/2010



                                       19
<PAGE>


                              Shares Issuable
                               Upon Exercise       Exercise       Expiration
 Name                         of Warrants (1)       Price            Date
------                        ---------------      --------       ----------

Dr. Gerald Wittenberg              252,278           $0.05          12/31/08
Dr. Gerald Wittenberg            1,275,000           $0.08          01/15/08
Dr. Gerald Wittenberg              450,000           $0.01          09/27/07

(1)  Warrants  were issued  pursuant to  Biocurex's  Non-Qualified  Stock Option
     Plan.

      The following table shows the weighted average exercise price of the
outstanding options and warrants granted pursuant to Biocurex's Non-Qualified
Stock Option Plan as of December 31, 2006. Biocurex's Non-Qualified Stock Option
Plan has not been approved by Biocurex's shareholders.

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

                  Number                             Number of Securities Remaining
                  of Securities                      Available 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    3,065,000      $0.05                   3,446,056
 Option Plan

</TABLE>

      The following table shows, as of March 15, 2007, the number of 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  12,500,000 9,598,944 5,538,944         N/A     2,901,056
  Option Plan

Stock Bonus Plan      5,500,000       N/A       N/A   2,475,315     3,024,685


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

   The following table sets forth, as of March 15, 2007, 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.


                                       20
<PAGE>

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

      Dr. Ricardo Moro                 2,180,000             5.37%
      1007-1625 West 13th Avenue
      Vancouver, British Columbia
      Canada V6J 2E9

      Dr. Gerald Wittenberg            4,522,203            11.15%
      6857 Churchill Street
      Vancouver, British Columbia
      Canada V6P 5B4

      Dr. Phil Gold                      150,000             0.37%
      3225 The Boulevard
      Westmount, Quebec
      Canada H3Y 1S4

      All Officers and Directors       6,852,203            16.89%
      as a Group (3 persons)

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

                                       Shares Issuable
                                        Upon Exercise
         Name                       of Options or Warrants    Exercise Price
         ----                       ----------------------    --------------

         Dr. Ricardo Moro                  1,815,000               $0.001
         Dr. Gerald Wittenberg               252,278               $ 0.05
         Dr. Gerald Wittenberg             1,275,000               $ 0.08
         Dr. Gerald Wittenberg               450,000               $0.001
         Dr. Gerald Wittenberg             1,365,000               $0.001
         Dr. Phil Gold                       140,000               $0.001

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

   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 "Business - Research and Development" for
information concerning amounts billed to Biocurex by Pacific BioSciences
Research Centre. As of December 31, 2006 Biocurex owed Pacific BioScience
Research Centre $342,211 for research and administrative expenses paid by
Pacific Bioscience Research Centre on behalf of Biocurex.

   As of December 31, 2006 Dr. Gerald Wittenberg had loaned $15,451 to Biocurex.
This loan is unsecured, non-interest bearing and due on demand.

      As of December 31, 2006 Dr. Ricardo Moro had loaned $1,100 to Biocurex.
This loan is unsecured, non-interest bearing and due on demand.


                                       21
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exh No.  Exhibit Name                     Page Number
-------  ------------                     -----------
3.1      Certificate of Incorporation     Incorporated by reference to Exhibit
                                          3.1 to Biocurex's Registration
                                          Statement on Form 10-SB.

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

4.1      Non-Qualified Stock Option Plan  Incorporated by reference to Exhibit
                                          4.1 of Biocurex'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 Biocurex's Registration
                                          Statement on Form S-8 (Commission
                                          File No. 333-103529).

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

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

31       Rule 13a-14(a) Certifications    ___________________________________

32       Section 1350 Certifications      ___________________________________


ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Manning Elliott LLP, Chartered Accountants ("Manning Elliott"), served as
Biocurex's independent public accountants for the fiscal year ended December 31,
2006 and 2005.


                                       22
<PAGE>

      The following table shows the aggregate fees billed to Biocurex for the
year ended December 31, 2006 and 2005 by Manning Elliott.

                                                2006              2005
                                                ----              ----

Audit Fees                                    $ 38,000       $ 26,500
Audit Related Fees                                  --             --
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 reports for the fiscal year.
Before Manning Elliott was engaged by Biocurex to render audit or audit related
services, the engagement was approved by Biocurex's Directors.







                                       23
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                              FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005




                                      INDEX





Report of Independent Registered Public Accounting Firm                    F-1

Balance Sheets                                                             F-2

Statements of Operations                                                   F-3

Statements of Cash Flows                                                   F-4

Statement of Stockholders' Equity (Deficit)                         F-5 - F-10

Notes to the Financial Statements                                  F-11 - F-32


<PAGE>



             Report of Independent Registered Public Accounting Firm


To the Directors and Stockholders
Whispering Oaks International, Inc. (dba Biocurex, Inc.)
(A Development Stage Company)

We have audited the accompanying balance sheets of Whispering Oaks
International, Inc. as of December 31, 2006 and 2005, and the related statements
of operations, cash flows and stockholders' equity (deficit) for the years then
ended and accumulated for the period from January 1, 2001 to December 31, 2006.
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). Those standards require that we plan
and perform the audits 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, 2006 and 2005, and the results of its operations and its
cash flows for the years then ended and accumulated for the period from January
1, 2001 to December 31, 2006, in conformity with accounting principles generally
accepted in the United States.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has not generated any sustained revenues and has
incurred significant operating losses from operations. The Company will need
additional financing to sustain operations. These factors raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also discussed in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


/s/ Manning Elliott LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

February 23, 2007


<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                           (Expressed in U.S. dollars)

                                 BALANCE SHEETS

                                                  December 31,    December 31,
                                                      2006            2005
                                                       $                $
   ASSETS

   Current Assets:

       Cash                                          590,254          252,177
       Investment securities (Note 3)                176,426          366,000
       Prepaid expenses and other                     76,340            4,711
       Notes receivable, net of allowance for
       doubtful accounts of $73,489 and
       $65,298, respectively (Note 4)                 36,432           43,770
                                                -------------------------------
   Total Current Assets                              879,452          666,658

   Patents (Note 5)                                  329,004          276,802
                                                -------------------------------

   Total Assets                                    1,208,456          943,460
                                                ===============================

   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

   Current Liabilities

       Accounts payable                              117,713          322,217
       Accrued liabilities                           109,085           75,679
       Due to related parties (Note 6)               358,763          420,819
       Convertible notes payable (Note 7)            194,828          333,373
                                                -------------------------------

   Total Current Liabilities                         780,389        1,152,088
                                                -------------------------------

   Commitments and Contingencies (Notes 1, 11
   and 12)

   Stockholders' Equity (Deficit)

       Common stock, $0.001 par value;
        125,000,000 shares authorized; 40,425,615
        and 34,065,437 shares issued and
        outstanding, respectively                     40,425           34,065
       Additional paid-in capital                 10,027,813        7,099,095
       Common stock subscribed                             -           85,962
       Accumulated other comprehensive income         72,872          204,000
       Accumulated deficit                          (114,175)        (114,175)
       Deficit accumulated during the
       development stage                          (9,598,868)      (7,517,575)
                                                -------------------------------
   Total Stockholders' Equity (Deficit)              428,067         (208,628)
                                                -------------------------------
   Total Liabilities and Stockholders' Equity
   (Deficit)                                       1,208,456          943,460
                                                ===============================

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

                                      F-2

<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                           (Expressed in U.S. dollars)

                            STATEMENTS OF OPERATIONS



                                                                 Accumulated
                                                                  During the
                                                               Development Stage
                                            Years Ended         January 1, 2001
                                            December 31,        to December 31,
                                         2006           2005          2006
                                           $             $              $

Revenue                                        -        200,000      414,456
                                      ------------------------------------------

Operating Expenses

   Amortization                           22,281         29,041      108,361
   General and administrative (Note
   6(b))                                 826,779        802,513    3,025,997
   Professional and consulting fees      687,053        584,498    4,102,110
   Research and development (Note
   6(b))                                 572,032        445,260    2,401,592
                                      ------------------------------------------
Total Operating Expenses               2,108,145      1,861,312    9,638,059
                                      ------------------------------------------
Loss From Operations                  (2,108,145)    (1,661,312)  (9,223,604)
                                      ------------------------------------------

Other Income (Expense)

   Gain on extinguishments of
   convertible debt                            -              -       33,584
   Gain (loss) on issuance of shares       7,886              -      (25,589)
   Gain on sale of equity
   investment securities                  95,782              -      185,315
   Interest expense                      (30,521)       (37,204)    (798,144)
   Interest income                        18,865         10,415      362,559
   Intrinsic value of the embedded
    conversion options                   (65,160)       (67,829)    (132,989)
                                      ------------------------------------------

Total Other Income (Expense)              26,852        (94,618)    (375,264)
                                      ------------------------------------------

Net Loss                              (2,081,293)    (1,755,930)  (9,598,868)

Other Comprehensive Income (Loss)

   Unrealized gain (loss) on
    investment securities               (131,128)       (18,000)      72,872
                                      ------------------------------------------

Total Comprehensive Loss              (2,212,421)    (1,773,930)  (9,525,996)
                                      ==========================================

Net Loss Per Share - Basic
 and Diluted                               (0.06)         (0.05)
                                      ============   ============

Weighted Average Shares Outstanding   36,856,000     34,763,000
                                      ============   ============

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

                                      F-3

<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                           (Expressed in U.S. dollars)

                            STATEMENTS OF CASH FLOWS
                                                                   Accumulated
                                                                   During the
                                                                   Development
                                                Years Ended          Stage
                                                December 31,     January 1, 2001
                                                                   to December
                                               2006       2005      31, 2006
                                                 $         $            $
Operating Activities:

Net loss for the period                    (2,081,293) (1,755,930)  (9,598,868)

Adjustments to reconcile net loss to net
 cash used in operating activities:
  Amortization                                 22,281      29,041      108,361
  Amortization of deferred compensation             -      26,834      275,000
  Intrinsic value of the embedded
  conversion options                           65,160      67,829      132,989
  Loss (gain) on issuance of shares            (7,886)          -       25,589
  Stock-based compensation expense            792,818     768,737    3,673,522
  Discount on convertible debentures and
  due to related parties                            -           -      736,542
  Variable accounting for equity instruments        -           -     (458,110)
  Gain on extinguishments of debt                   -           -      (33,584)
  Gain on sale of investment securities       (95,782)          -     (290,389)
  Allowance for uncollectible notes
   receivable                                       -      13,398       65,298

Changes in operating assets and liabilities:

  Interest accrued on notes receivable              -      (6,296)      (6,296)
  Prepaid expenses and other                  (36,734)      5,289      (41,445)
  Accounts payable                            288,121     215,660    1,024,506
  Accrued liabilities                          33,406      36,571      109,085
  Deferred revenue                                  -           -     (162,000)
  Subscriptions receivable                          -           -     (100,682)
                                         ---------------------------------------
Net Cash Used in Operating Activities      (1,019,910)   (598,867)  (4,540,482)
                                         ---------------------------------------
Investing Activities:

  Issuance of notes receivable                      -           -     (100,542)
  Proceeds from notes receivable                8,273      93,440      101,713
  Patent costs                                (74,483)    (72,003)    (232,897)
  Proceeds from sale of investment
   securities                                 154,228           -      384,894
                                         ---------------------------------------
Net Cash Provided by Investing Activities      88,018      21,437      153,168
                                         ---------------------------------------
Financing Activities:

  Due to related parties                      (62,056)    (52,607)     424,914
  Proceeds from convertible notes payable           -           -      639,743
  Repayment of convertible notes payable            -           -      (53,000)
   roceeds from private placements of
    common stock and share subscriptions
  P received                                1,454,500     454,594    2,802,772
  Proceeds from the exercise of stock
  options and warrants                             25     333,141    1,043,088
  Share issuance costs                       (122,500)          -     (122,500)
                                         ---------------------------------------
Net Cash Provided by Financing Activities   1,269,969     735,128    4,735,017
                                         ---------------------------------------
Net Increase in Cash                          338,077     157,698      347,703

Cash - Beginning of Year                      252,177      94,479      242,551
                                         ---------------------------------------
Cash - End of Year                            590,254     252,177      590,254
                                         =======================================

Non-cash Investing and Financing
 Activities:
  Share issued to settle debt                 484,738           -      559,847
  Notes payable converted into common shares  138,545     143,370      858,076
                                         =======================================
Supplemental Disclosures:
  Interest paid                                     -           -          779
  Income taxes                                      -           -            -
                                         =======================================


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

                                      F-4

<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                       FOR THE PERIOD FROM JANUARY 1, 2001
              (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2006
                           (Expressed in U.S. dollars)

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

                                                                                                              Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                            Other             During
                                                                         Stock              Compre-            the
                                                Additional  Common     Subscrip-  Deferred  hensive  Accumu-  Develop- Stockholders'
                                Common Stock     Paid In     Stock       tions     Compen-  Income    lated    ment       Equity
                              Shares    Amount   Capital   Subscribed  Receivable  sation   (loss)   Deficit   Stage     (Deficit)
                              ------------------------------------------------------------------------------------------------------
                                #          $         $          $           $         $        $        $         $            $

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
 (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                -        -         -           -           -       -         -        -  (1,089,464)(1,089,464)
                            --------------------------------------------------------------------------------------------------------
Balance at December 31,
 2001                       11,814,686   11,815   862,011           -           -       -    28,213 (114,175) (1,089,464)  (301,600)

Issuance 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 to settle
 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 at
 $0.05 per share (November
 2002)                       2,300,000    2,300   112,700           -           - (115,000)       -        -           -          -
Issuance of common stock to
 settle accounts payable at
 $0.08 per share (December
 2002)                         929,244      929    74,181           -           -       -         -        -           -     75,110
Fair value of stock options
 granted                             -        -    21,042           -           -       -         -        -           -     21,042
Fair value of warrants issued        -        -   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                -        -         -           -           -       -         -        -    (646,771)  (646,771)
                            --------------------------------------------------------------------------------------------------------
Balance - December 31, 2002  16,333,792  16,334  1,164,861          -           - (115,000)       -  (114,175)(1,736,235)  (784,215)

</TABLE>


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

                                      F-5

<PAGE>


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

                                                                                                              Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                            Other             During
                                                                         Stock              Compre-            the
                                                Additional  Common     Subscrip-  Deferred  hensive  Accumu-  Develop- Stockholders'
                                Common Stock     Paid In     Stock       tions     Compen-  Income    lated    ment       Equity
                              Shares    Amount   Capital   Subscribed  Receivable  sation   (loss)   Deficit   Stage     (Deficit)
                              ------------------------------------------------------------------------------------------------------
                                #          $         $          $           $         $        $        $         $            $

Carryforward Balance -
 December31, 2002           16,333,792   16,334 1,164,861           -           - (115,000)       -  (114,175)(1,736,235)  (784,215)
Issuance of common stock
for cash:
 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
pursuant to exercise of
stock options:
 March 2003 - $0.07
   per share                 1,560,000    1,560   107,640           -           -        -        -         -          -    109,200
 May 2003 - $0.16
   per share                 1,000,000    1,000   159,000           -           -        -        -         -          -    160,000
 June 2003 - $0.17
   per share                   305,822      306    51,594           -           -        -        -         -          -     51,900
 November 2003 - $0.001
   per share                   450,000      450         -           -           -        -        -         -          -        450
 March 2003 - $0.07
   per share                   135,000      135     9,315           -           -        -        -         -          -      9,450
 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:
 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)      -         -          -          -
Fair value of stock
 options granted                     -        -   841,349           -           -        -        -         -          -    841,349
Amortization of deferred                                                    41,667
 compensation                        -        -         -           -           -        1        -         -          -    141,667
Fair value of warrants issued        -        -   274,601           -           -        -        -         -          -    274,601
Fair value of beneficial
 conversion feature related
 to convertible notes                -        -   255,142           -           -        -        -         -          -    255,142
Fair value of warrants
 issued for loan provided            -        -    99,778           -           -        -        -         -          -     99,778
Reacquisition value of
 beneficial conversion
 feature                             -        -   (33,584)          -           -        -        -         -          -    (33,584)
Unrealized gain on
 investment securities               -        -         -           -           -        -   48,000         -          -     48,000
Net loss for the year                -        -         -           -           -        -        -         - (2,618,955)(2,618,955)
                            --------------------------------------------------------------------------------------------------------
Balance - December 31, 2003 24,983,564   24,983 3,741,470           -           -  (133,333) 48,000  (114,175)(4,355,190)  (788,245)

Issuance of common stock for cash:
 January 2004- $0.19
   per share                   100,000      100    18,900           -           -        -        -         -          -     19,000
 March 2004 - $0.15
   per share                   633,334      633    94,367           -           -        -        -         -          -     95,000
 March 2004 - $0.19
   per share                   315,790      316    59,684           -           -        -        -         -          -     60,000
 July 2004 - $0.50
   per share                   500,000      500   249,500           -           -        -        -         -          -    250,000

</TABLE>


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

                                      F-6


<PAGE>

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

                                                                                                              Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                            Other             During
                                                                         Stock              Compre-            the
                                                Additional  Common     Subscrip-  Deferred  hensive  Accumu-  Develop- Stockholders'
                                Common Stock     Paid In     Stock       tions     Compen-  Income    lated    ment       Equity
                              Shares    Amount   Capital   Subscribed  Receivable  sation   (loss)   Deficit   Stage     (Deficit)
                              ------------------------------------------------------------------------------------------------------
                                #          $         $          $           $         $        $        $         $            $

July 2004 - $0.60 per share     33,333       33    19,967           -           -        -        -         -          -     20,000
Dec 2004 - $0.47 per share     320,600      321   150,361           -    (150,682)       -        -         -          -          -
Issuance of common stock
for services:
 February 2004 - $0.22
   per share                   142,928      143    31,301           -           -        -        -         -          -     31,444
 March 2004 - $0.23
   per share                    25,000       25     5,725           -           -        -        -         -          -      5,750
 July 2004 - $0.91
   per share                   200,000      200   181,800           -           -        -        -         -          -    182,000
 October 2004 - $0.72
   per share                    60,000       60    43,140           -           -        -        -         -          -     43,200
 December 2004 - $0.63
   per share                    79,616       80    50,078           -           -        -        -         -          -     50,158
Issuance of common stock
pursuant to the exercise
of stock options for cash:
 March 2004 - $0.14
   per share                    40,000       40     5,560           -           -        -        -         -          -      5,600
 March 2004 - $0.22
   per share                   200,000      200    43,800           -           -        -        -         -          -     44,000
 April 2004 - $0.14
   per share                    65,000       65     9,035           -           -        -        -         -          -      9,100
 April 2004 - $0.001
   per share                   150,000      150         -           -           -        -        -         -          -        150
 July 2004 - $0.14
   per share                   125,000      125    17,375           -           -        -        -         -          -     17,500
 July 2004 - $0.07
   per share                    25,000       25     1,725           -           -        -        -         -          -      1,725
 July 2004 - $0.001
   per share                   200,000      200         -           -           -        -         -          -        -        200
 September 2004 - $0.07
   per share                    20,000       20     1,380           -           -        -        -         -          -      1,400
 October 2004 - $0.73
   per share                   128,000      128    93,312           -           -        -        -         -          -     93,440
Fair value of stock
 options granted                     -        -   419,204           -           -        -        -         -          -    419,204
Issuance of common stock
pursuant to the exercise
of warrants for cash:
 June 2004 - $0.07 per share   628,571      629    43,371           -           -        -        -         -          -     44,000
 June 2004 - $0.19 per share   105,263      105    19,895           -           -        -        -         -          -     20,000
 July 2004 - $0.05 per share    30,000       30     1,470           -           -        -        -         -          -      1,500
 July 2004 - $0.30 per share   153,945      154    46,030           -           -        -        -         -          -     46,184
 August 2004 - $0.21
   per share                   338,095      338    70,662           -           -        -        -         -          -     71,000
 September 2004 - $0.07
   per share                   271,972      272    18,766           -           -        -        -         -          -     19,038
 September 2004 - $0.001
   per share                   200,000      200         -           -           -        -        -         -          -        200
Issuance of common stock
pursuant to the exercise
of warrants for cash:
 December 2004 - $0.08
   per share                   145,683      146    11,509           -           -        -        -         -          -     11,655

</TABLE>


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

                                      F-7

<PAGE>

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

                                                                                                              Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                            Other             During
                                                                         Stock              Compre-            the
                                                Additional  Common     Subscrip-  Deferred  hensive  Accumu-  Develop- Stockholders'
                                Common Stock     Paid In     Stock       tions     Compen-  Income    lated    ment       Equity
                              Shares    Amount   Capital   Subscribed  Receivable  sation   (loss)   Deficit   Stage     (Deficit)
                              ------------------------------------------------------------------------------------------------------
                                #          $         $          $           $         $        $        $         $            $

December 2004 - $0.05
  per share                    337,313      337    16,528           -           -        -        -         -          -     16,865
December 2004 - $0.30
  per share                    206,300      206    61,684           -           -        -        -         -          -     61,890
Amortization of deferred
 compensation                        -        -         -           -           -  106,499        -         -          -    106,499
Unrealized gain on investment
 securities                          -        -         -           -           -  174,000        -         -          -    174,000
Net loss for the year                -        -         -           -           -        -        -         - (1,406,455)(1,406,455)
                            --------------------------------------------------------------------------------------------------------
Balance - December 31, 2004 30,764,307   30,764 5,527,599           -    (150,682) (26,834) 222,000  (114,175)(5,761,645)  (272,973)

Issuance of common stock
for services:
 February 2005 - $0.71
   per share                    15,492       15    10,985           -           -        -        -         -          -     11,000
 March 2005 - $0.90
   per share                    30,000       30    26,970           -           -        -        -         -          -     27,000
 May 2005 - $1.26
   per share                    15,000       15    18,885           -           -        -        -         -          -     18,900
 July 2005 - $1.00
   per share                    70,000       70    72,930           -           -        -        -         -          -     73,000
 December 2005 - $0.89
   per share                    25,000       25    22,225           -           -        -        -         -          -     22,250
Issuance of common stock
for cash:
 May 2005 - $1.00
   per share                    25,000       25    24,975           -           -        -        -         -          -     25,000
 June 2005 - $1.00
   per share                   135,000      135   134,865           -           -        -        -         -          -    135,000
 June 2005 - $1.10
   per share                     4,545        5     4,995           -           -        -        -         -          -      5,000
Issuance of common stock
pursuant to the exercise
of stock options for notes
receivable:
 February 2005 - $0.60
   per share                    209,000     209   125,191           -           -        -        -         -          -    125,400
 April 2005 - $0.60
   per share                      5,000       5     7,495           -           -        -        -         -          -      7,500
Fair value of stock
 options granted                      -       -   384,500           -           -        -        -         -          -    384,500
Issuance of common
stock pursuant to the
exercise of stock
options for cash:
 March 2005 - $0.001
   per share                  1,750,000   1,750         -           -           -        -        -         -          -      1,750
 March 2005 - $0.07
   per share                     25,000      25     1,725           -           -        -        -         -          -      1,750
 December 2005 - $0.001
   per share (cancellation)  (1,750,000) (1,750)        -           -           -        -        -         -          -     (1,750)
Issuance of common stock
pursuant to the exercise
of warrants for cash:
 January 2005 - $0.30
   per share                     26,305      26     7,865           -           -        -        -         -          -      7,891
 January 2005 - $0.38
   per share                     65,789      66    24,934           -           -        -        -         -          -     25,000

</TABLE>


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

                                      F-8


<PAGE>

<TABLE>
<S>                            <C>       <C>       <C>       <C>          <C>       <C>      <C>      <C>       <C>        <C>
                                                                                                              Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                            Other             During
                                                                         Stock              Compre-            the
                                                Additional  Common     Subscrip-  Deferred  hensive  Accumu-  Develop- Stockholders'
                                Common Stock     Paid In     Stock       tions     Compen-  Income    lated    ment       Equity
                              Shares    Amount   Capital   Subscribed  Receivable  sation   (loss)   Deficit   Stage     (Deficit)
                              ------------------------------------------------------------------------------------------------------
                                #          $         $          $           $         $        $        $         $            $

March 2005 - $0.21 per share    50,000       50    10,450           -           -        -        -         -          -     10,500
March 2005 - $0.001 per share  450,000      450         -           -           -        -        -         -          -        450
June 2005 - $0.21 per share    682,714      683   142,687           -           -        -        -         -          -    143,370
Issuance of common stock
pursuant to the exercise
of warrants for cash:
 June 2005 - $0.10 per share   600,000      600    59,400           -           -        -        -         -          -     60,000
 August 2005 - $0.75 per share  77,266       77    57,873           -           -        -        -         -          -     57,950
 December 2005 - $0.001 per
  share (cancellation)        (450,000)    (450)        -           -           -        -        -         -          -       (450)
Issuance of common stock
pursuant to the cashless
exercise of warrants:
 February 2005 (139,474
   warrants)                    70,643       71       (71)          -           -        -        -         -          -          -
 March 2005 (272,903
   warrants)                   213,576      213      (213)          -           -        -        -         -          -          -
Issuance of common stock
 pursuant to the conversion
 of notes payable (February
 2005)                         955,800      956   142,414           -           -        -        -         -          -    143,370
February 2005, fair value of
 warrants issued on conversion
 of note payable December 2005,
 fair value of warrants issued
 for services                        -         -  222,587           -           -        -        -         -          -    222,587
Proceeds from stock
 subscriptions receivable            -         -        -     150,682           -        -        -         -          -    150,682
Proceeds from common shares
 subscribed pursuant to
 warrants exercised                  -         -        -      85,962           -        -        -         -          -     85,962
Amortization of deferred
 compensation                        -         -        -           -      26,834        -        -         -          -     26,834
Unrealized loss on investment
 securities                          -         -        -           -           -  (18,000)       -         -          -    (18,000)
Net loss for the year                -         -        -           -           -        -        -         - (1,755,930)(1,755,930)
                            --------------------------------------------------------------------------------------------------------
Balance - December 31, 2005 34,065,437    34,065 7,099,098      5,962           -        -  204,000  (114,175)(7,517,575)  (208,628)

Issuance of common stock
for services:
 June 2006 - $1.50 per share    25,000        25    37,475          -           -        -        -         -          -     37,500
 July 2006 - $0.72 per share    37,500        38    26,962          -           -        -        -         -          -     27,000
 July 2006 - $0.77 per share    37,500        38    28,837          -           -        -        -         -          -     28,875
 September 2006 - $0.80
   per share                   100,000       100    79,900          -           -        -        -         -          -     80,000
 October 2006 - $0.75
   per share                   225,000       225   168,525          -           -        -        -         -          -    168,750
</TABLE>


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

                                      F-9

<PAGE>

<TABLE>
<S>                            <C>       <C>       <C>       <C>          <C>       <C>      <C>      <C>       <C>        <C>
                                                                                                              Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                            Other             During
                                                                         Stock              Compre-            the
                                                Additional  Common     Subscrip-  Deferred  hensive  Accumu-  Develop- Stockholders'
                                Common Stock     Paid In     Stock       tions     Compen-  Income    lated    ment       Equity
                              Shares    Amount   Capital   Subscribed  Receivable  sation   (loss)   Deficit   Stage     (Deficit)
                              ------------------------------------------------------------------------------------------------------
                                #          $         $          $           $         $        $        $         $            $

   per share                   225,000       225   168,525          -           -        -        -         -          -    168,750


November 2006 - $0.86
   per share                    50,000        50    42,950          -           -        -        -         -          -     43,000
Issuance of common stock
for debt settlement:
 January 2006 - $0.78
   per share                   200,000       200   155,800          -           -        -        -         -          -    156,000
 January 2006 - $0.83
   per share                     6,250         6     5,181          -           -        -        -         -          -      5,187
 February 2006 - $0.73
   per share                     6,850         6     4,994          -           -        -        -         -          -      5,000
 June 2006 - $0.95
   per share                    90,000        90    85,410          -           -        -        -         -          -     85,500
 September 2006 - $0.55
   per share                    15,000        15     8,235          -           -        -        -         -          -      8,250
 September 2006 - $0.80
   per share                   200,000       200   159,800          -           -        -        -         -          -    160,000
 October 2006 - $0.72
  per share                     90,000        90    64,710          -           -        -        -         -          -     64,800
Issuance of common stock
for cash:
 April 2006 - $0.50
   per share                   150,000       150    74,850          -           -        -        -         -          -     75,000
 July 2006 - $0.50 per share   150,000       150    74,850          -           -        -        -         -          -     75,000
 July 2006 - $0.70 per share   110,000       110    76,890          -           -        -        -         -          -     77,000
 September 2006 - $0.50
   per share                   460,000       460   229,540          -           -        -        -         -          -    230,000
 October 2006 - $0.50
   per share                 1,995,000     1,995   995,505          -           -        -        -         -          -    997,500
Share issuance costs                 -         -  (122,500)         -           -        -        -         -          -   (122,500)
Issuance of common stock
 pursuant to the exercise of
 stock options (December 2006)  25,000         25        -          -           -        -        -         -          -         25
 $0.001 per share
Fair value of stock
 options granted                     -          -  375,457          -           -        -        -         -          -    375,457
Fair value of stock
 options modified                    -          -   68,067          -           -        -        -         -          -     68,067
Issuance of common stock
pursuant to the exercise
of warrants for cash:
 January 2006 - $0.10
   per share                   500,000        500    49,500   (50,000)          -        -        -         -          -          -
 January 2006 - $0.05
   per share                   719,244        719    35,243   (35,962)          -        -        -         -          -          -
Issuance of common stock
 pursuant to the conversion
 of notes payable (September
 2006)                       1,167,834      1,168   137,377         -           -        -        -         -          -    138,545
September 2006, fair value of
 warrants issued on conversion
 of note payable                     -          -    65,160         -           -        -        -         -          -     65,160
Unrealized loss on investment
    securities                       -          -         -         -           -        - (131,128)        -          -   (131,128)
Net loss for the year                -          -         -         -           -        -        -         - (2,081,293)(2,081,293)
    --------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2006  40,425,615    40,425  10,027,813        -           -        -   72,872  (114,175)(9,598,868)   428,067
====================================================================================================================================
</TABLE>

                                      F-10
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)

1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

   Whispering Oaks International, Inc. (dba BioCurex, Inc.) (the "Company") was
   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. The Company is now in the business of developing, producing,
   marketing and licensing cancer diagnostic kits and is currently considered a
   development stage enterprise as defined by Statement of Financial Accounting
   Standards No. 7 "Accounting and Reporting by Development Stage Enterprises".

   The 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. The Company does not have
   sufficient cash nor does it have an established source of revenue to cover
   its ongoing costs of operations. As of December 31, 2006 the Company has
   working capital of $99,063 and accumulated losses of $9,598,868 since the
   inception of the development stage. These factors raise substantial doubt
   about the Company's ability to continue as a going concern. These financial
   statements do not include any adjustments that might result from the outcome
   of this uncertainty.

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Use of Estimates

   The preparation of financial statements in conformity with accounting
   principles generally accepted in the United States 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 revenues and expenses
   during the periods. The Company regularly evaluates estimates and assumptions
   related to the valuation of accounts receivable, stock-based compensation,
   intangible asset valuations and deferred income tax asset valuation
   allowances. The Company bases its estimates and assumptions on current facts,
   historical experience and various other factors that it believes to be
   reasonable under the circumstances, the results of which form the basis for
   making judgments about the carrying values of assets and liabilities and the
   accrual of costs and expenses that are not readily apparent from other
   sources. The actual results experienced by the Company may differ materially
   and adversely from the Company's estimates.  To the extent there are material


                                      F-11
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Use of Estimates (cont'd)

   differences between the estimates and the actual results, future results of
   operations will be affected.

   Cash and Cash Equivalents

   The Company considers all highly liquid instruments with maturity of three
   months or less at the time of issuance to be cash equivalents.

   Foreign Currency Translation

   The Company's functional and reporting currency is the United States dollar.
   Monetary assets and liabilities denominated in foreign currencies are
   translated to United States dollars in accordance with Financial Accounting
   Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS")
   No. 52 "Foreign Currency Translation" using the exchange rate prevailing at
   the balance sheet date. Gains and losses arising on translation or settlement
   of foreign currency denominated transactions or balances are included in the
   determination of income. Foreign currency transactions are primarily
   undertaken in Canadian dollars.

   Revenue Recognition

   The Company recognizes revenue in accordance with Securities and Exchange
   Commission Staff Accounting Bulletin No. 104, "Revenue Recognition in
   Financial Statements." Revenue is recognized only when the price is fixed or
   determinable, persuasive evidence of an arrangement exists, the service is
   performed, and collectibility is reasonably assured. The Company's revenue
   consists of license fees related to the licensing of its RECAF(TM)
   technology. Currently, there is one license agreement.

   Long-lived Assets

   In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal
   of Long-Lived Assets", the carrying value of intangible assets and other
   long-lived assets is reviewed on a regular basis for the existence of facts
   or circumstances that may suggest impairment. The Company recognizes an
   impairment when the sum of the expected undiscounted future cash flows is
   less than the carrying amount of the asset. Impairment losses, if any, are
   measured as the excess of the carrying amount of the asset over its estimated
   fair value.


                                      F-12
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Research and Development Costs

   Research and development costs are charged to operations as incurred.

   Financial Instruments/Concentrations

   The fair values of cash, investment securities, notes receivable, accounts
   payable, accrued liabilities, due to related parties and convertible notes
   payable were estimated to approximate their carrying values due to the
   immediate or short-term maturity of these financial instruments. The
   Company's operations are in Canada, which results in exposure to market risks
   from changes in foreign currency rates. The financial risk to the Company's
   operations results from fluctuations in foreign exchange rates and the degree
   of volatility of these rates. Currently, the Company does not use derivative
   instruments to reduce its exposure to foreign currency risk.

   For the year ended December 31, 2006, the Company has nil revenue. For the
   year ended December 31, 2005, revenue from a single customer represented 100%
   of total revenue.

   Income Taxes

   Potential benefits of income tax losses are not recognized in the accounts
   until realization is more likely than not. The Company has adopted SFAS No.
   109, "Accounting for Income Taxes", as of its inception. Pursuant to SFAS No.
   109 the Company is required to compute tax asset benefits for net operating
   losses carried forward. The potential benefits of net operating losses have
   not been recognized in these financial statements because the Company cannot
   be assured it is more likely than not it will utilize the net operating
   losses carried forward in future years.

   Investment Securities

   The Company reports investments in debt and marketable equity securities at
   fair value based on quoted market prices or, if quoted prices are not
   available, discounted expected cash flows using market rates commensurate
   with credit quality and maturity of the investment. All investment securities
   are designated as available for sale with unrealized gains and losses
   included in stockholders' equity. The Company regularly reviews investment
   securities for impairment based on criteria that include the extent to which
   the investment's carrying value exceeds its related market value, the
   duration of the market decline, the Company's ability to hold to recovery and
   the financial strength and specific prospects of the issuer of the security.
   Unrealized losses that are other than temporary are recognized in earnings.
   Realized gains and losses are accounted for on the specific identification
   method.

                                      F-13
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Comprehensive Income

   SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the
   reporting and display of comprehensive income and its components in the
   financial statements. As at December 31, 2006 and 2005, the Company's only
   components of comprehensive income were unrealized holding gains and losses
   on available-for-sale investment securities.

   Basic and Diluted Net Loss per Share

   The Company computes net loss per share in accordance with SFAS No. 128,
   "Earnings Per Share," which requires presentation of basic earnings per share
   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 give 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 anti-dilutive effect on earnings. As of
   December 31, 2006 and 2005, the Company had approximately 14,371,000 and
   12,782,000, respectively, of anti-dilutive securities, including options,
   warrants and equity instruments related to convertible notes payable.

   Stock-based Compensation

   Prior to January 1, 2006, the Company accounted for stock-based awards under
   the recognition and measurement provisions of Accounting Principles Board
   Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees" using the
   intrinsic value method of accounting. Effective January 1, 2006, the Company
   adopted the fair value recognition provisions of SFAS No. 123R "Share Based
   Payments" ("SFAS 123R"), using the modified prospective transition method.
   Under that transition method, compensation cost is recognized for all
   share-based payments granted prior to, but not yet vested as of January 1,
   2006, based on the grant date fair value estimated in accordance with the
   original provisions of SFAS 123, and compensation cost for all share-based
   payments granted subsequent to January 1, 2006, based on the grant-date fair
   value estimated in accordance with the provisions of SFAS 123R. Results for
   prior periods have not been restated. As a result of the adoption of SFAS
   123R, there was no change to the Company's net loss from operations for the
   year ended December 31, 2006, than if it had continued to account for
   share-based compensation under APB No. 25.


                                      F-14
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Stock-based Compensation (continued)

   All transactions in which goods or services are the consideration received
   for the issuance of equity instruments are accounted for based on the fair
   value of the consideration received or the fair value of the equity
   instrument issued, whichever is more reliably measurable. Equity instruments
   issued to employees and the cost of the services received as consideration
   are measured and recognized based on the fair value of the equity instruments
   issued.

   The following table illustrates the effect on net loss and loss per share if
   the Company had applied the fair value recognition provisions of SFAS No. 123
   to options granted under the Company's stock option plans for the prior
   period presented. For purposes of the pro forma disclosure, the fair value
   for options granted was estimated at the date of grant using the
   Black-Scholes option-pricing model assuming an expected life of 1.3 years, a
   risk-free rate of 3.27% and an expected volatility of 130%. The weighted
   average grant date fair value of stock options for the year ended December
   31, 2005 was $0.68 per share.

                                                                 Year Ended
                                                              December 31, 2005

   Net loss - as reported                                          $(1,755,930)

   Add: Stock-based employee compensation included in
       net loss - as reported                                          384,500

   Deduct: Stock-based employee compensation determined
       under the fair value method                                    (410,218)
                                                                    -----------


   Pro forma net loss                                              $(1,781,648)
                                                                   ===========

   Basic and diluted loss per share:
     As reported                                                         (0.05)
     Pro forma                                                           (0.05)






                                      F-15
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Recent Accounting Pronouncements

   In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
   No. 159, "The Fair Value Option for Financial Assets and Financial
   Liabilities - Including an Amendment of FASB Statement No. 115". This
   statement permits entities to choose to measure many financial instruments
   and certain other items at fair value. Most of the provisions of SFAS No. 159
   apply only to entities that elect the fair value option. However, the
   amendment to SFAS No. 115 "Accounting for Certain Investments in Debt and
   Equity Securities" applies to all entities with available-for-sale and
   trading securities. SFAS No. 159 is effective as of the beginning of an
   entity's first fiscal year that begins after November 15, 2007. Early
   adoption is permitted as of the beginning of a fiscal year that begins on or
   before November 15, 2007, provided the entity also elects to apply the
   provision of SFAS No. 157, "Fair Value Measurements". The adoption of this
   statement is not expected to have a material effect on the Company's
   financial statements.

   In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108,
   "Considering the Effects of Prior Year Misstatements when Quantifying
   Misstatements in Current Year Financial Statements." SAB No. 108 addresses
   how the effects of prior year uncorrected misstatements should be considered
   when quantifying misstatements in current year financial statements. SAB No.
   108 requires companies to quantify misstatements using a balance sheet and
   income statement approach and to evaluate whether either approach results in
   quantifying an error that is material in light of relevant quantitative and
   qualitative factors. SAB No. 108 is effective for periods ending after
   November 15, 2006. The adoption of this statement did not have a material
   effect on the Company's reported financial position or results of operations.

   In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
   Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB
   Statement No. 87, 88, 106 and 132(R)". SFAS No. 158 requires recognition of
   the funded status of defined benefit plans in statements of financial
   position. It also requires recognition in comprehensive income of changes in
   the funding status of such plans during the year a change occurs, as well as
   modifies the timing of reporting and disclosures requirements. SFAS No. 158
   is effective for recognition of funding status and disclosure as of the end
   of the fiscal year ending after December 15, 2006. The measurement of defined
   benefit plan assets and benefit obligations under SAFS No. 158 is effective
   for fiscal years ending after December 15, 2008. The Company does not expect
   the adoption of SFAS No. 158 to have a material effect on our financial
   statements.


                                      F-16
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Recent Accounting Pronouncements (cont'd)

   In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements".
   The objective of SFAS No. 157 is to increase consistency and comparability in
   fair value measurements and to expand disclosures about fair value
   measurements. SFAS No. 157 defines fair value, establishes a framework for
   measuring fair value in generally accepted accounting principles, and expands
   disclosures about fair value measurements. SFAS No. 157 applies under other
   accounting pronouncements that require or permit fair value measurements and
   does not require any new fair value measurements. The provisions of SFAS No.
   157 are effective for fair value measurements made in fiscal years beginning
   after November 15, 2007. The adoption of this statement is not expected to
   have a material effect on the Company's future reported financial position or
   results of operations.

   In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
   Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109"
   ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes
   by prescribing a two-step method of first evaluating whether a tax position
   has met a more likely than not recognition threshold and second, measuring
   that tax position to determine the amount of benefit to be recognized in the
   financial statements. FIN 48 provides guidance on the presentation of such
   positions within a classified statement of financial position as well as on
   derecognition, interest and penalties, accounting in interim periods,
   disclosure, and transition. FIN 48 is effective for fiscal years beginning
   after December 15, 2006. The adoption of this statement is not expected to
   have a material effect on the Company's future reported financial position or
   results of operations.

   In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
   Financial Assets, an amendment of FASB Statement No. 140, Accounting for
   Transfers and Servicing of Financial Assets and Extinguishments of
   Liabilities". This statement requires all separately recognized servicing
   assets and servicing liabilities be initially measured at fair value, if
   practicable, and permits for subsequent measurement using either fair value
   measurement with changes in fair value reflected in earnings or the
   amortization and impairment requirements of Statement No. 140. The subsequent
   measurement of separately recognized servicing assets and servicing
   liabilities at fair value eliminates the necessity for entities that manage
   the risks inherent in servicing assets and servicing liabilities with
   derivatives to qualify for hedge accounting treatment and eliminates the
   characterization of declines in fair value as impairments or direct
   write-downs. SFAS No. 156 is effective for an entity's first fiscal year
   beginning after September 15, 2006. The adoption of this statement is not
   expected to have a material effect on the Company's future reported financial
   position or results of operations.


                                      F-17
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Recent Accounting Pronouncements (cont'd)

   In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain
   Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and
   140", to simplify and make more consistent the accounting for certain
   financial instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for
   Derivative Instruments and Hedging Activities", to permit fair value
   re-measurement for any hybrid financial instrument with an embedded
   derivative that otherwise would require bifurcation, provided that the whole
   instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS
   No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets", to
   allow a qualifying special-purpose entity to hold a derivative financial
   instrument that pertains to a beneficial interest other than another
   derivative financial instrument. SFAS No. 155 applies to all financial
   instruments acquired or issued after the beginning of an entity's first
   fiscal year that begins after September 15, 2006, with earlier application
   allowed. The adoption of this statement is not expected to have a material
   effect on the Company's future reported financial position or results of
   operations.

3. INVESTMENT SECURITIES

   In November 2002, the Company entered into a licensing agreement ("the
   Agreement") with a third party whereby it licensed part of its technology in
   exchange for cash and 600,000 shares of the third party's publicly traded
   common stock that had a fair value of $162,000. The 600,000 shares of common
   stock are classified as "available for sale" in accordance with SFAS No. 115
   and are reported at fair value. As of December 31, 2005 the value of these
   shares was $366,000 and the unrealized loss of $18,000 was recorded as
   comprehensive loss for the year then ended. During the year ended December
   31, 2006, the Company sold 216,465 shares for total proceeds of $154,228,
   resulting in a realized gain of $95,782. As of December 31, 2006 the Company
   has 383,535 shares and the fair market value of these shares was $176,426. An
   unrealized loss of $131,128 has been recorded as other comprehensive loss for
   the year ended December 31, 2006.

4. NOTES RECEIVABLE
                                                              December 31,
                                                            2006        2005
                                                            ----        ----
                                                             $           $

   Note receivable including interest at prime plus 4%     73,489      65,298
   Notes receivables from employees                        36,432      43,770
   Less: allowance for doubtful accounts                  (73,489)    (65,298)
                                                         ---------------------

   Total                                                   36,432      43,770
                                                         =====================

                                      F-18
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)


4. NOTES RECEIVABLE (continued)

    Notes receivable from various employees are pursuant to stock options
   exercised and are non-interest bearing and due on demand.

5. PATENTS

   Patents relate to developing the method for diagnostic and treatment of
   cancer using a new cancer marker called "RECAF." These patents are presently
   registered in 24 countries with ongoing registrations currently being
   conducted. Patents are stated at cost and have a definite life. Once the
   Company receives patent approval, amortization is calculated using the
   straight-line method over the remaining life of the patents. Patent costs of
   $74,483 and $72,003 were capitalized during the years ended December 31, 2006
   and 2005, respectively.

   A schedule of the patents is as follows:
                                                              December 31,
                                                            2006        2005
                                                             $           $

   Patents                                                437,365     362,882
   Less: accumulated amortization                        (108,361)    (86,080)
   ----------------------------------------------------------------------------

   Net carrying value                                     329,004     276,802
   ----------------------------------------------------------------------------


   Amortization expense totaled $22,281 and $29,041 for the years ended December
   31, 2006 and 2005, respectively.

   The estimated future amortization expense is as follows:

                                   $

               2007              22,281
               2008              22,281
               2009              22,281
               2010              22,281
               2011              22,281
               Thereafter       217,599
                               -----------
                                329,004
                               -----------


                                      F-19

<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)

6. RELATED PARTY TRANSACTIONS/BALANCES

                                                    December 31,   December 31,
                                                        2006          2005
                                                    -----------    -----------

   a)Due to an officer - interest                            -        74,009
   b)Due to Pacific BioSciences Research Centre Inc.   342,211       337,610
   c)Due to officers                                    16,552         9,200
                                                     ---------      --------
                                                       358,763       420,819
                                                     =========      ========

a)    The Company received advances from an officer of the Company that were
      unsecured, bore interest at 11% and are due on demand. During fiscal 2004,
      the Company repaid the advances totalling $143,089. Accrued interest of
      $74,009 was repaid in full in October 2006.

b)    The Company's research and development is performed by Pacific BioSciences
      Research Centre ("Pacific"). Pacific is 100% owned by the President of the
      Company. During the years ended December 31, 2006 and 2005, Pacific
      performed research and development for the Company valued at $544,460 and
      $445,260, respectively.

      Pacific also provided general and administrative services during the years
      ended December 31, 2006 and 2005, valued at $204,946 and $159,774,
      respectively. Included in these amounts were rent expense of 56,762 and
      52,730, respectively. During the year ended December 31, 2006, Pacific
      charged interest of $16,994 (2005 - $19,778), calculated at prime rate on
      the monthly balance owed. The amount due to Pacific is unsecured and due
      on demand.

c)    The amounts owing to officers are unsecured, non-interest bearing and due
      on demand.

7. CONVERTIBLE NOTES PAYABLE

   The Company received funds during 2003 relating to ten convertible notes
   payable totaling $529,743, bearing interest at 5% and due on demand. One of
   the notes payable in the amount of $53,000 was repaid in April 2003. A gain
   of $33,584 was 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. 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 trading days ending on the trading day immediately before the
   date of the conversion. In conjunction with the issuance of the notes, the
   Company issued 2,434,088


                                      F-20
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)

7. CONVERTIBLE NOTES PAYABLE (continued)

   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 "Application of Issue No. 98-5 to Certain
   Convertible Instruments" and EITF 98-5 "Accounting for Convertible Securities
   with Beneficial Conversion Features or Contingently Adjustable Conversion
   Ratios", the proceeds were allocated between the debt and warrants based on
   their relative fair values. The value assigned to the warrants totaled
   $274,601 and was expensed immediately due to the notes being due on demand.
   The fair values were determined using the Black-Scholes option pricing model
   using the following weighted average assumptions: average risk-free interest
   rate of 1.49%; expected life of two years; expected volatility of 473%; and
   no expected dividends. 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 was calculated under EITF 00-27, and equaled $255,142. Due
   to the notes being due on demand, the discount was expensed in fiscal 2003.
   The convertibility feature expires five years after the date of the
   Agreement.

   In February 2005, a note in the amount of $143,370 was converted into 955,800
   units, consisting of one common share at $0.15 per share and one common share
   purchase warrant entitling the holder to acquire an additional common share
   at an exercise price of $0.17 per share expiring on March 9, 2010. In
   accordance with EITF 00-27, the Company recognized $67,829 for the intrinsic
   value of the embedded conversion option.

   In July 2006, a note payable in the amount of $61,890 was converted into
   343,833 units at $0.18 per unit. Each unit consisted of one common share and
   one share purchase warrant entitling the holder to purchase one common share
   at an exercise price of $0.20 per share expiring on July 7, 2011. In
   accordance with EITF 00-27, the Company recognized $29,506 for the intrinsic
   value of the embedded conversion option.

   In July 2006, a note in the amount of $11,655 was converted into 233,092
   units at $0.05 per unit. Each unit consisted of one common share and one
   share purchase warrant entitling the holder to purchase one common share at
   an exercise price of $0.055 per share expiring on July 7, 2011. In accordance
   with EITF 00-27, the Company recognized $5,565 for the intrinsic value of the
   embedded conversion option.



                                      F-21
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)

7. CONVERTIBLE NOTES PAYABLE (continued)

   In July 2006, a note payable in the amount of $65,000 was converted into
   590,909 units at $0.11 per unit. Each unit consisted of one common share and
   one share purchase warrant entitling the holder to purchase one common share
   at an exercise price of $0.12 per share expiring on July 19, 2011. In
   accordance with EITF 00-27, the Company recognized $30,089 for the intrinsic
   value of the embedded conversion option.

8. COMMON STOCK

    For the year ended December 31, 2006:


a)    In December 2006, the Company issued 25,000 shares of common stock to a
      director pursuant to the exercise of 25,000 stock options for $25.

b)    In November 2006, the Company issued a total of 50,000 shares of common
      stock to a consultant at a fair value of $43,000 for consulting services,
      of which $7,170 was expensed and $35,830 was recorded as prepaid expenses
      as at December 31, 2006.

c)    In October 2006, the Company issued 225,000 shares of common stock at a
      fair value of $168,750 for consulting services rendered.

d)    In October 2006, the Company issued 90,000 shares of common stock at a
      fair value of $64,800 to settle debt.

e)    In October 2006, the Company issued 1,995,000 units at $0.50 per unit for
      proceeds of $997,500. Each unit consisted of one share of common stock and
      one share purchase warrant entitling the holder to purchase one share of
      common stock at an exercise price of $0.90 per share expiring on September
      1, 2008. The Company paid commissions of $122,500 in connection with this
      private placement.

f)    In September 2006, the Company issued 460,000 units at $0.50 per unit for
      proceeds of $230,000. Each unit consisted of one share of common stock and
      one share purchase warrant entitling the holder to purchase one share of
      common stock at an exercise price of $0.90 per share expiring on September
      1, 2008.

g)    In September 2006, the Company issued 100,000 shares of common stock to a
      consulting firm at a fair value of $80,000 for consulting service
      rendered.

h)    In September 2006, the Company issued 15,000 shares of common stock at a
      fair value of $8,250 to settle debt.


                                      F-22
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)

8.    COMMON STOCK (continued)

   For the year ended December 31, 2006: (continued)

i)    In September 2006, the Company issued 200,000 shares of common stock at a
      fair value of $160,000 to settle debt.

j)    In July 2006, the Company issued 150,000 units at a $0.50 per unit for
      proceeds of $75,000. Each unit consisted of one share of common stock and
      one share purchase warrant entitling the holder to purchase one share of
      common stock at an exercise price of $0.80 per share expiring on April 15,
      2008.

k)    In July 2006, the Company issued 110,000 units at $0.70 per unit for
      proceeds of $77,000. Each unit consisted of one share of one common stock
      and one-half share purchase warrant. Each whole share purchase warrant
      entitles the holder to purchase one share of common stock at an exercise
      price of $1.00 per share expiring on April 15, 2008.

l)    In July 2006, the Company issued a total of 75,000 shares of common stock
      to two consultants at a fair value of $55,875 for consulting services
      rendered.

m)    In July 2006, a note payable in the amount of $61,890 was converted into
      343,833 units. Each unit consisted of one share of common stock and one
      share purchase warrant entitling the holder to purchase one share of
      common stock at an exercise price of $0.20 per share expiring on July 7,
      2011.

n)    In July 2006, a note payable in the amount of $11,655 was converted into
      233,092 units. Each unit consisted of one share of common stock and one
      share purchase warrant entitling the holder to purchase one share of
      common stock at an exercise price of $0.055 per share expiring on July 7,
      2011.

o)    In July 2006, a note payable in the amount of $65,000 was converted into
      590,909 units. Each unit consisted of one share of common stock and one
      share purchase warrant entitling the holder to purchase one share of
      common stock at an exercise price of $0.12 per share expiring on July 19,
      2011.

p)    In June 2006, the Company issued 90,000 shares of common stock at a fair
      value of $85,500 to settle debt.

q)    In June 2006, the Company issued 25,000 shares of common stock at a fair
      value of $37,500 for consulting services.


                                      F-23
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)

8. COMMON STOCK (continued)

   For the year ended December 31, 2006: (continued)

r)    In April 2006, the Company issued 150,000 units at $0.50 per unit for
      proceeds of $75,000. Each unit consisted of one common share and one share
      purchase warrant entitling the holder to purchase one common share at an
      exercise price of $0.80 per share expiring on April 15, 2008.

s)    In February 2006, the Company issued 6,850 shares of common stock at a
      fair value of $5,000 to settle debt.

t)    In January 2006, the Company issued 206,250 shares of common stock at a
      fair value of $161,187 to settle debt.

u)    In January 2006, the Company issued 1,219,244 shares of common stock for
      common share subscriptions totaling $85,962 received in December 2005
      pursuant to the exercise of share purchase warrants.

   For the year ended December 31, 2005:

a)    In December 2005, the Company received subscriptions of $19,712 for
      394,244 shares of common stock at $0.05 per share pursuant to the exercise
      of share purchase warrants.

b)    In December 2005, the Company received subscriptions of $50,000 for
      500,000 shares of common stock at $0.10 per share pursuant to the exercise
      of share purchase warrants.

c)    In December 2005, the Company received subscriptions of $16,250 for
      325,000 shares of common stock at $0.05 per share pursuant to the exercise
      of share purchase warrants.

d)    In December 2005, the Company issued 25,000 shares of common stock for
      consulting services at a fair value of $22,250.

e)    In December 2005, two directors cancelled 1,750,000 stock options to
      purchase the Company's common stock for $1,750.

f)    In December 2005, a director cancelled 450,000 share purchase warrants to
      purchase the Company's common stock for $450.

g)    In August 2005, the Company issued 77,266 shares of common stock at $0.75
      per share for proceeds of $57,950.


                                      F-24
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)

8. COMMON STOCK (continued)

   For the year ended December 31, 2005:

h)    In July 2005, the Company issued 20,000 shares of common stock for legal
      services received at a fair value of $23,000.

i)    In July 2005, the Company entered into a consulting and marketing service
      agreement for a period of ninety days. The Company issued 50,000 shares of
      common stock at a fair value of $50,000.

j)    In June 2005, the Company issued 600,000 shares of common stock at $0.10
      per share pursuant to the exercise of warrants for proceeds of $60,000.

k)    In June 2005, the Company issued 4,545 shares of common stock for
      consulting services at a fair value of $5,000.

l)    In June 2005, the Company issued 135,000 shares of common stock at $1.00
      per share for proceeds of $135,000.

m)    In May 2005, the Company issued 682,714 shares of common stock at $0.21
      per share pursuant to the exercise of share purchase warrants for proceeds
      of $143,370.

n)    In May 2005, the Company issued 25,000 shares of common stock at $1.00 per
      share for proceeds of $25,000.

o)    In May 2005, the Company issued 15,000 shares of common stock at a fair
      value at $18,900 to an employee for a performance bonus.

p)    In April 2005, an employee exercised 5,000 stock options to purchase the
      Company's common stock for $3,000. The Company received a note receivable
      for $3,000.

q)    In March 2005, the Company issued 213,576 shares of common stock pursuant
      to the exercise of 272,903 warrants by a note holder. This exercise was
      based on the cashless exercise provision of the stock purchase warrant.

r)    In March 2005, two directors exercised 1,750,000 stock options to purchase
      the Company's common stock for $1,750.

s)    In March 2005, a director exercised 450,000 share purchase warrants to
      purchase the Company's common stock for $450.


                                      F-25
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)

8. COMMON STOCK (continued)

   For the year ended December 31, 2005:

t)    In March 2005, the Company issued 25,000 shares of common stock at $0.07
      per share pursuant to the exercise of stock options for proceeds of
      $1,750.

u)    In March 2005, the Company issued 50,000 shares of common stock at $0.21
      per share pursuant to the exercise of warrants for proceeds of $10,500.

v)    In March 2005, the Company issued 30,000 shares of common stock at a fair
      value of $27,000 for consulting services provided.

w)    In February 2005, the Company issued 209,000 shares of common stock to
      seven employees for the exercise of their stock options at their exercise
      price of $0.60 per share of common stock. The Company received note
      receivables totaling $125,400.

x)    In February 2005, the Company issued 7,042 shares of common stock at a
      fair value of $5,000 for consulting services rendered by Pacific.

y)    In February 2005, the Company issued 8,450 shares of common stock at a
      fair value of $6,000 for consulting services received.

z)    In February 2005 the Company issued 70,643 shares of common stock pursuant
      to the exercise of 139,474 share purchase warrants by a note holder. This
      exercise was based on the cashless exercise provision of the share
      purchase warrant. A note payable to this same note holder in the amount of
      $143,370 was converted into 955,800 units at $0.15 per unit. Each unit
      consisted of one common share and one share purchase warrant entitling the
      holder to acquire an additional share of common stock at an exercise price
      of $0.17 per share expiring March 9, 2010.

aa)   In January 2005, the Company issued 26,305 shares of common stock at $0.30
      per share and 65,789 common shares at $0.38 per share pursuant to the
      exercise of share purchase warrants for total proceeds of $32,891.




                                      F-26
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)


9. SHARE PURCHASE WARRANTS

   A summary of the changes in the Company's share purchase warrants is
presented below:

                                                               Weighted Average
                                                                Exercise Price
                                                 Number                $

   Balance, December 31, 2004                  7,412,178             0.22
      Issued                                   1,564,466             0.67
      Exercised                               (3,056,429)            0.15
      Expired                                   (200,000)            1.15
                                         ---------------          -------

   Balance, December 31, 2005                  5,720,215             0.36

      Issued                                   4,127,834             0.67
      Expired                                   (693,633)            0.94
                                             -----------          -------

   Balance, December 31, 2005                  9,154,416             0.46
                                               =========             ====


   As at December 31, 2006, the following share purchase warrants were
outstanding:

      Warrants          Exercise Price    Expiration Date
      --------          --------------    ---------------

      266,667              $0.17          March 31, 2007
      266,667               0.15          March 31, 2007
       38,666               1.10          June 30, 2007
      160,000               3.25          August 23, 2007
      450,000               0.001         September 27, 2007
    1,275,000               0.08          January 15, 2008
       55,000               1.00          April 15, 2008
      300,000               0.80          April 15, 2008
    2,455,000               0.90          September 1, 2008
      250,000               0.01          September 8, 2008
      150,000               0.85          October 230, 2008
      541,666               0.12          October 31, 2008





                                      F-27
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)


9. SHARE PURCHASE WARRANTS (continued)

           Warrants     Exercise Price    Expiration Date
           --------     --------------    ---------------

            199,311         0.17          November 11, 2008
            252,278         0.05          December 31, 2008
            210,527         0.19          March 31, 2009
            955,800         0.17          March 9, 2010
            343,833         0.20          July 7, 2011
            233,092         0.06          July 7, 2011
            590,909         0.12          July 19, 2011
           --------

          9,154,416


   On October 30, 2006, the Company extended the term of 252,278 fully vested
   share purchase warrants. In accordance with SFAS No. 123R, modifications to
   the terms of an award are treated as an exchange of the original award for a
   new award. Incremental compensation cost is measured as the excess, if any,
   of the fair value of the original award immediately before its terms are
   modified, measured based on the share price and other pertinent factors at
   that date. The fair value of these share purchase warrants was estimated at
   the date of modification using the Black-Scholes option pricing model using
   the following weighted average assumptions: expected life of 2 years,
   expected volatility of 103%, expected dividend yield of 0%, and a risk free
   interest rate of 4.93%. There was no incremental compensation cost to be
   recognized.

10.   STOCK OPTIONS

   Non-Qualified Stock Option Plan

   The Company's Non-Qualified Stock Option Plan authorizes the issuance of
   common shares to persons that exercise stock options granted pursuant to this
   Plan. The Company's employees, directors, officers, consultants and advisors
   are eligible to be granted stock options pursuant to this Plan, provided that
   bona fide services are 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 stock option exercise price is determined by
   a committee and cannot be less than $0.001. A total of 12,500,000 common
   shares are reserved pursuant to this Plan, with 3,446,056 common shares
   available for future issuance as of December 31, 2006.



                                      F-28
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)

10.   STOCK OPTIONS (continued)

   Stock Bonus Plan

   Under the Company's Stock Bonus Plan, employees, directors, officers,
   consultants and advisors are eligible to receive a grant of the Company's
   shares, provided that bona fide services are 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. A total of 5,500,000 common
   shares are reserved pursuant to this Plan, with 3,159,685 common shares
   available for future issuance as of December 31, 2006.

   On February 23, 2006, the Company granted 515,000 options to three directors
   of the Company at a below market exercise price of $0.001 per share expiring
   on February 28, 2010. The stock options vested immediately upon grant and
   stock-based compensation expense totaling $375,457 was charged to operations.

   On October 30, 2006, the Company extended the term of 100,000 fully vested
   stock options. In accordance with SFAS No. 123R, modifications to the terms
   of an award are treated as an exchange of the original award for a new award.
   Incremental compensation cost is measured as the excess, if any, of the fair
   value of the original award immediately before its terms are modified,
   measured based on the share price and other pertinent factors at that date.
   The Company recognized an incremental compensation cost of $68,066 for these
   modified stock options.

   The total intrinsic value of stock options exercised during 2006 was $17,725.

   There are no unvested stock options as at December 31, 2006.

   A summary of the changes in the Company's stock options is presented below:

                                   Year Ended                Year Ended
                               December 31, 2006          December 31, 2005
                                          Weighted                  Weighted
                                           Average                   Average
                              Number of   Exercise      Number of   Exercise
                               Shares       Price         Shares      Price
                            -----------   --------      ---------   ---------
                                              $                         $

   Outstanding at beginning
   of year                    2,575,000      0.06       2,137,000     0.07
   Granted                      515,000      0.001        672,000     0.26
   Exercised                    (25,000)     0.001       (234,000)    0.54

   Outstanding at end of
   year                       3,065,000      0.05       2,575,000     0.06
   -------------------------------------------------------------------------


                                      F-29
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)


10. STOCK OPTIONS (continued)

   Additional information regarding stock options as at December 31, 2006 is as
follows:

                              Outstanding and Exercisable
                    ------------------------------------------------
                                                          Aggregate
                                Weighted     Weighted     Intrinsic
                                 Average     Average    Value Weighed
Exercise                        Remaining    Exercise       Average
 Prices         Number of       Contractual    Price     Exercise Price
   $             Shares         Life (Years)     $              $

 0.001         2,740,000           2.26        0.001       1,970,060
 0.07            100,000           1.84        0.07           65,000
 0.14             35,000          0.001        0.14           20,300
 0.60             18,000           0.78        0.60            2,160
 0.75            172,000           0.92        0.75                -
              ------------------------------------------------------

               3,065,000           2.13        0.05        2,057,520
              ======================================================

   The fair value of stock options was estimated at the date of grant or
   modification using the Black-Scholes option pricing model using the following
   weighted average assumptions:

                                                Year End December 31, 2006

         Expected life                                     1.2 years
         Expected volatility                                    102%
         Expected dividend yield                                  0%
         Risk free interest rate                               4.64%
         Grant or modification date fair value per option      $0.72

11.   COMMITMENTS

a)    On April 4, 2006, the Company entered into a consulting agreement with a
      term of six months for consideration of 75,000 common shares. As of
      December 31, 2006, the Company has issued 37,500 common shares and 37,500
      common shares are still owed to the consultant.

b)    On April 10, 2006, the Company entered into a consulting agreement with a
      term of one year for consideration of 75,000 common shares. As of December
      31, 2006, the Company has issued 37,500 common shares and 37,500 common
      shares are still owed to the consultant.


                                      F-30
<PAGE>
                      WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)

12.   LEGAL PROCEEDINGS

   In September 2003 a lawsuit was filed against the Company seeking the payment
   of $13,623 in professional fees purported to be owing. The Company plans to
   vigorously defend the action. The full amount of $13,623 has been included in
   accounts payable and was charged to operations in fiscal 2003.

13.   INCOME TAXES

   At December 31, 2006 and 2005, the Company had net operating losses to carry
   forward totaling approximately $7,327,000 and $5,755,000, respectively.
   Because of the current uncertainty of realizing the benefit of these losses
   carried forward, a valuation allowance equal to the tax benefit for deferred
   taxes has been established. The full realization of the tax benefit
   associated with the losses carried forward depends upon the Company's ability
   to generate taxable income during the carry forward period through to 2026.

   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, 2006 and
   2005.

                                                             2006       2005

         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 carry forward
   that gave rise to the Company's deferred tax assets and liabilities at
   December 31, 2006 and 2005 are as follows:

                                                         2006         2005
                                                           $            $

         Net operating losses carried forward         2,564,450    2,014,000
         Less: valuation allowance                   (2,564,450)  (2,014,000)
   ----------------------------------------------------------------------------
         Net deferred tax asset                               -             -
   ============================================================================

   For the year ended December 31, 2006 and 2005, the valuation allowance
   established against the deferred tax assets increased by $550,450 and
   $312,000, respectively.


                                      F-31
<PAGE>
                      WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
                           (Expressed in U.S. dollars)


14.   SUBSEQUENT EVENTS

a)    On January 15, 2007, the Company issued 135,000 shares of common stock at
      a fair value at $83,700 to eight employees for performance bonuses.

b)    On January 31, 2007, the Company granted 580,000 stock options to three
      directors at a below market exercise price of $0.001 with a term of three
      years.









                                      F-32
<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 4th day of February 2008.

                                    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            February 4, 2008
----------------------
Dr. Ricardo Moro


/s/ Gerald Wittenberg           Director            February 4, 2008
----------------------
Dr. Gerald Wittenberg


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



<PAGE>




                       WHISPERING OAKS INTERNATIONAL, INC.


                                   FORM 10-KSB

                                    EXHIBITS