SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/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, 2011

OR

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                           Commission File No. 0-26947

                                 BIOCUREX, 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: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ]

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

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]

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

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

Large accelerated filer  [ ]                   Accelerated filer [ ]

Non-accelerated filer  [ ]                     Smaller reporting company  [X]
(Do not check if a smaller reporting company)


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

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the common stock on June 30,
2011, was approximately $4,463,194

As of March 31, 2012, the Registrant had 184,617,814 outstanding shares of
common stock.

Documents Incorporated by Reference:   None


<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004
                            (Expressed in US dollars)

ITEM 1.  DESCRIPTION OF BUSINESS

      We were incorporated in Texas in December 1997 under the name Whispering
Oaks International, Inc. Between March 2001 and October 2009 we did business
under the name Biocurex, Inc. In October 2009 our shareholders approved an
amendment to our Articles of Incorporation which officially changed our name to
Biocurex, Inc.

Overview

      We are a development stage company focusing on developing and
commercializing products for the early detection, diagnosis and monitoring the
recurrence of cancer. We have developed a blood test that can detect the
presence of cancer in humans and animals using a new cancer marker named RECAF.
We developed and own, royalty-free, the proprietary technology related to the
RECAF marker, with patents granted in the United States, Europe and China and
pending in other major worldwide markets.

      RECAF is a molecule found on most cancer cells, including breast, colon,
prostate and lung cancers, but not on normal cells. RECAF can be used in blood
tests to determine if a patient has cancer. The blood test can be formatted for
use on automated instrumentation typically found in large clinical and hospital
laboratories or manually. It can also be formatted as a point-of-care (POC)
single use rapid test for use in physicians' offices, urgent care facilities and
at the bedside. Once approved by the FDA, the tests could be used in general
screening or in high risk patients to determine if an individual has cancer. It
could also be used to detect recurrence of cancer in patients after therapy.

      Unlike other cancer markers mentioned in the American Cancer Society
website () that only detect the presence of a specific cancer type (CEA for
colon cancer and PSA for prostate cancer), RECAF is found on most types of
cancer and, therefore, could have much broader use than most other cancer
markers in development or currently in use. Moreover, unlike these existing
cancer markers, RECAF has been shown to detect early stages of breast and
prostate cancers when the likelihood of cure is highest.

      We have granted Abbott and Inverness, two large diagnostic equipment
manufacturers, semi-exclusive licenses to use the RECAF tests on blood samples
processed in automatic equipment typically found only in large clinical/hospital
laboratories and non-exclusive licenses for other test formats. Under the terms
of these licenses, we can grant one additional similar semi-exclusive license
for automated testing and we have retained rights for manual tests not processed
in automatic equipment, POC rapid tests for the physicians' office, including
all other single-format potential uses and all test formats used for veterinary
applications. The Abbott license has been amended to relieve them of research
and development responsibilities and, to our knowledge, they have not taken any
steps towards commercializing our technology. Inverness has been conducting
research and development trying to adapt our technology to their diagnostic
platform. However, to our knowledge, they have not yet reached the stage where
they are prepared to enter into clinical trials in order to obtain FDA approval
or to commercialize our technology or any related products.


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<PAGE>

      We have previously developed the following tests, which are no longer the
focus of our growth plans, for the detection of cancer in tissue or cells based
on RECAF technology:

     -    Histo-RECAF--a   tissue-based  cancer  detection  test  that  involves
          staining cancer cells,  thereby  allowing a pathologist to easily view
          the cancer cells with the use of a microscope; and

     -    Cryo-RECAF--a  cell-based  cancer  detection  test that can be used by
          pathologists  during  surgery to  determine  whether  cancer cells are
          benign or malignant.

      See "Business Strategy" below for information concerning our principal
objectives for the twelve months ending January 31, 2013.

Cancer

      Cancer is a term used for diseases in which abnormal cells divide without
control and are able to invade other healthy tissue. Cancer cells spread to
other parts of the body through the blood and lymph systems. There are more than
100 different types of cancers which are named for the organ or type of cell in
which they appear - e.g., lung cancer, colon cancer, breast cancer, prostate
cancer, liver cancer and stomach cancer.

      The American Cancer Society has estimated that there were over 1.5 million
new cancer diagnoses in the USA and roughly 570,000 million deaths during 2011.
Although the United States has reported declining cancer-related deaths for the
past few years, the World Health Organization estimates that worldwide there
will likely be approximately 16 million new cancer diagnoses annually by the
year 2020, with roughly 10 million related deaths each year. Over the next 20
years, the global incidence of cancer is projected to increase by 50%. We
believe that the growing numbers of people developing and living with cancer
will continue to increase the demand for cancer diagnostic products. In
particular, two diagnostic areas that have significant unmet need are the early
detection of primary cancer and early detection of recurrence after therapy.

Market Dynamics

      The oncology market is one of the largest pharmaceutical markets. The
global cancer market is forecast to grow at an average annual growth rate of
over 5% to an estimated $60 billion in 2012, up from $38.5 billion in 2003. The
National Institutes of Health estimates that the overall costs of cancer in 2010
were estimated to be $$263.8 billion, composed of $102.8 billion for direct
medical costs (total of all health expenditures), $20.9 billion for indirect
morbidity costs (cost of lost productivity due to illness), and $140.1 billion
for indirect mortality costs (cost of lost productivity due to premature death).

Worldwide Cancer Diagnostics Market

     As of 2010, the global in vitro  diagnostics  market for  diagnostic  tests
exceeded $46 billion annually Within the overall market the molecular diagnostic
testing market sector is growing by approximately  10% each year and forecast to
reach over $10.2 billion by 2012,  with a forecast  number of tests close to 550
million per annum.  Within this larger  diagnostics  market,  cancer  testing is
anticipated to experience  some of the most robust growth over the next three to
five years, having recently exceeded $1 billion in annual sales. We believe that


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the primary  drivers for sales of  diagnostic  products  for cancer  markers are
performance,  price, service and marketing. At present, the five largest markets
for these products are the United States, Europe, Japan, China and India.

Need for Improved Early Detection Methods

      Cancer that is detected early has the best prognosis. If cancer is
diagnosed early in the disease process, before it spreads (metastasizes) to
surrounding tissue, physicians are more likely to be able to successfully treat
the patient and the likelihood of survival can be significantly increased.
Surgical removal of malignant tumors is much less effective once cancer cells
have invaded additional locations, many of which are undetectable.

      While advances in early detection have improved the prognosis of many
cancers, prostate, lung, and breast cancers are still among the most commonly
diagnosed and the most fatal cancers. For example, among both men and women,
lung cancer is the number one cause of cancer-related death, which is believed
to be due to the lack of early detection methods. By the time of diagnosis, only
approximately 16% of lung cancer patients have tumors that are still in an early
stage. For these patients, the five-year survival rate is 50% versus 15% when
more advanced tumors are also included. If breast cancer is caught and treated
at its earliest stages, patients have five-year survival rates between 81% and
100%. However, if the cancer progresses to Stage IV before it is diagnosed, a
patient's likelihood of survival at five years is only 20%.

Cancer Markers

      Cancer markers are a group of proteins, hormones, enzymes, receptors and
other cellular products that are over expressed (produced in higher than normal
amounts) by malignant cells. Cancer markers are usually normal cellular
constituents that are present at very low levels in the blood of healthy
persons. If the substance in question is produced by the cancer, its levels will
be increased in blood or other body fluids or in the tissue of origin.

      Detecting a cancer marker in higher-than-normal amounts in the body may
signify the presence of a malignancy. For some indications, the expressed amount
of a particular marker can also signal the disease's stage (i.e., how far the
cancer has progressed). For instance, a common cancer marker for liver cancer,
alpha-fetoprotein ("AFP"), not only signals the potential presence of liver
cancer, but can also indicate the size of the tumor. However, it is important to
note that AFP's sensitivity as a cancer marker is only approximately 60%,
meaning that roughly 40% of patients with liver cancer do not have an elevated
AFP. (In oncology, sensitivity is the ability of a test to detect cancer. If all
cancer patients test positive for having cancer with a particular test, the
test's sensitivity would be 100%. Specificity measures how well the test detects
healthy individuals, i.e., whether it produces false positives, that is, falsely
identifies patients as having cancer when they do not. If a test does not return
any false positives, it has 100% specificity.)

Cancer Markers in Clinical Use

      Markers                                Associated Cancers

      Alpha-fetoprotein ("AFP")              Testicular cancer, Liver
      cancer
      CA-125                                 Ovarian cancer, Endometrial cancer
      Carcinoembryonic antigen ("CEA")       Colorectal cancer


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<PAGE>

      Prostate specific antigen ("PSA")      Prostate cancer
      Human chorionic gonadotropin ("hCG")   Testicular cancer, Choriocarcinoma
      Nuclear matrix protein ("NMP22")       Bladder cancer

      After testing for a cancer marker, further identifying the cells that
express the marker may enable a definitive diagnosis. Oncologists measure marker
levels to assess a patient's response to treatment, evaluate appropriate future
treatments, and check for signs that the cancer may be recurring. If, after
treatment, marker levels have decreased from the level at diagnosis, it may
indicate that the cancer is responding favorably to the treatment. Conversely,
if marker levels rise, the oncologist may consider an alternative therapy
option, as the tumor is probably not responding to treatment. Depending upon the
patient and the cancer, these follow-up tests may be continued for life,
occurring as frequently as every two to three months.

Limitations of Current Cancer Markers

      We believe that validation of new cancer markers is one of the most
important goals in cancer research. The National Cancer Institute (NCI)
emphasized the need for finding new markers for prostate cancer as well as
identifying markers for hard-to-detect cancers, such as those in the ovary and
pancreas. In addition, the NCI specifically listed validating cancer markers for
disease prognosis, metastasis, treatment response, and progression as one of its
future strategies. The continuing need for enhanced cancer diagnostic markers is
partly due to the limitations of current markers.

      Although there has been significant historical research into cancer
diagnostics, we believe that few cancer markers have been accepted into clinical
use. Moreover, markers are not used today as the sole method to diagnose cancer
due to several factors that limit the capabilities of current cancer markers to
accurately diagnose the disease. These limitations have prevented cancer marker
tests from functioning as wholly effective screens for many cancers. We believe
that a cancer marker that is expressed on all cancer cells regardless of type
would be an effective screening tool.

     o    Currently available markers are not 100% specific to a particular type
          of cancer,  indicating  that other  non-cancerous  conditions can also
          cause an increase in certain  cancer  markers.  For example,  elevated
          levels of the  prostate-specific  antigen (PSA), a marker for prostate
          cancer,  do not always signal a malignant  condition.  The NCI reports
          that only 25% to 35% of men that express higher-than-normal amounts of
          PSA in the blood actually have prostate  cancer.  The remaining 65% to
          75% of men have  benign  prostate  conditions,  such as  inflammation,
          which also cause an increase in PSA levels.

     o    If the  minimum PSA value is  increased  (where men would have to show
          even higher levels of the marker in order to enable detection by a PSA
          test),  the PSA could be considered to be more  accurate,  as more men
          will likely be correctly  identified as having prostate cancer and not
          a benign condition.  However, for many of these men, waiting for their
          PSA levels to

     o    increase  to an  amount  detectable  by a  more  stringent  test  also
          prevents early  detection of the prostate  cancer.  If the PSA cut-off
          value is increased, over 50% of men may not be diagnosed with prostate
          cancer until after their tumor has spread  beyond the prostate  gland,


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<PAGE>

          significantly  decreasing the likelihood of successful treatment. As a
          result,  there  is still an  unmet  need  for a  clinically  effective
          diagnostic technique for the early detection of prostate cancer.

     o    Many markers are also restricted to only certain cancers. For example,
          the PSA test can help detect prostate cancer, but would not be used to
          screen for breast cancer.

     o    The same marker is not always expressed on every patient's cancer even
          if it is related to the same organ. For instance,  Genentech's  cancer
          drug, Herceptin,  treats metastatic breast cancer that is positive for
          human  epidermal  growth  factor  receptor  2  (HER2).  However,  HER2
          over-expression  occurs in only approximately 25% of women with breast
          cancer.

     o    The detection of "normal"  levels of a cancer marker can  occasionally
          be ambiguous.  For some cancer markers (such as CA-125,  which is more
          prevalent  in  ovarian  cancer  cells  than  in  other  cells),   even
          individuals  without the cancer can demonstrate  varying levels of the
          marker.  In some cases, CA- 125 expression  depends on age and gender,
          with women  younger than 50 having  higher  amounts of this protein in
          their  bodies than women over 50 or men.  Like other  markers,  benign
          conditions,  including  infections and  endometriosis,  can also cause
          elevated CA-125 levels.  As a result,  the  classification of a normal
          value is  difficult.  MedlinePlus,  a  service  of the  U.S.  National
          Library of  Medicine  and the  National  Institutes  of Health  (NIH),
          reports that  perceived  normal CA-125 levels vary  depending on which
          laboratory is administering the test.  Consequently,  CA-125 tests are
          more effectively used to monitor the progression of ovarian cancer and
          the  patient's  response to  treatment,  rather  than to diagnose  the
          cancer in an otherwise healthy individual.

      In addition, in the early stages of cancer, many patients express
relatively low levels of known cancer markers, evading detection by current
cancer marker tests. As a result, even widespread markers--such as
carcinoembryonic antigen (CEA), which can be found in patients with a variety of
cancers--are not effective at detecting occult (hidden) cancers. The CEA assay,
discovered by Dr. Phil Gold, a member of our board of directors, was one of the
first successful blood tests to enter general clinical use.



                                       6
<PAGE>

Types of Cancer Testing

      Cancer testing encompasses a wide variety of products and technologies,
including the following: (1) assays for cancer markers; (2) imaging, such as
mammography (a breast X-ray to detect tumors); (3) clinical chemistry assays
that detect changes in normal physiological parameters; and (4) cytological and
histological tests. Each of these procedures is used for at least one of three
tasks--screening, diagnosis/monitoring, or imaging--each of which is briefly
described below.

      Screening. Cancer screening entails performing regular tests on people who
have no symptoms. Mammograms, Papanicolaou (Pap) smears, and PSA tests are all
examples of cancer screens. These tests can reveal hidden diseases, but need
further corroboration, such as a tissue biopsy, to provide a final diagnosis.
Most cancer marker tests do not have high enough measures of sensitivity or
specificity to be considered useful as a cancer screen. Even the PSA test, which
is routinely used to screen men for prostate cancer, is still debated as to its
usefulness in older males.

      Diagnosis/Monitoring. Cancer markers are primarily used for diagnostic and
monitoring purposes. While typically markers alone are not used to diagnose a
disease, they do help determine if cancer is likely. They also help monitor the
cancer's progression, response to treatment, and potential for recurrence. To
test for a marker, a sample of the patient's tissue, blood or other body fluid
is sent to a laboratory where the detection of the marker is determined.

      Imaging. In healthcare, imaging is the process by which physicians obtain
pictures of the body's interior. Oncologists use imaging as a noninvasive method
to help see tumors and detect occult metastatic cancer. Special dyes are often
administered to enable organs to show up better on film. We believe that there
are two primary unmet needs in imaging at present: (1) the existence of a marker
test that can detect cancerous cells before the disease clinically manifests
itself; and (2) the presence of a marker to identify secondary cancer after the
primary treatment has begun.

      Cancer testing is dominated by serum-based cancer markers, including CEA,
PSA, CA-125, bladder tumor antigen (BTA), and TruQuant BR (for monitoring breast
cancer). In 2003, worldwide sales of these serum assays were approximately $860
million. We estimate that there are over 100 million serum screening tests
performed each 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, a relatively insensitive assay for colorectal cancer, are
estimated to be over $300 million annually. In The Nation's Investment in Cancer
Research: A Plan and Budget Proposal for Fiscal Year 2008, the NCI emphasized
the need for improved markers for prostate cancer as well as the development of
more markers for hard-to-detect cancers. In addition, the NCI specifically
listed validating cancer markers for disease prognosis, metastasis, treatment
response, and progression as one of its future strategies.



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<PAGE>


Reasons for Growth of Cancer Diagnostics

      The following factors may affect the size and growth of the worldwide
cancer diagnostic market:

      Demographic shifts due to an aging population. The United Nations has
documented a rapidly aging population worldwide. In developed countries, the
number of individuals over 60 years old exceeded the number of children under 15
years old for the first time in 1998. While risk factors for cancer include
tobacco and alcohol use, diet, and sun exposure, one of the most significant
factors is age. For example, more than 65% of all prostate cancers occur in men
over the age of 65, and overall, approximately 77% of all cancers are diagnosed
in individuals over the age of 55.

      Increased focus on early detection and diagnostics. According to the NCI,
85% of cancer patients are treated in community-based, private practice oncology
settings. Accordingly, global expansion of cancer marker technologies may be
fueled by an increased marketing of new diagnostic tests to physicians. In
addition, as a growing number of people are considered to be at high risk for
developing cancer, diagnostic tests may also be administered more frequently.

      Reimbursement, third-party payers and financing for companies developing
diagnostics. In the United States, the costs of a variety of medical procedures,
including diagnostic laboratory tests, are covered by both federal and private
insurance plans. We believe the reimbursement policies of healthcare providers
will drive increased usage of cancer marker tests and that reimbursement amounts
will reflect the usefulness of the tests--the more accurate the test, the higher
the reimbursement amount. On that basis, a RECAF-based test, which has broad
applicability and is highly accurate, should command a relatively high
reimbursement amount. Due to cost containment practices of managed care
organizations as well as federal healthcare programs, certain testing
technologies may be used more selectively by medical providers. We estimate that
reducing healthcare expenses could lead to the reduction or the elimination of
cancer markers with low associated sensitivities and specificities. We want to
market RECAF as a high value-added test with widespread utility and significant
predictive value that will meet applicable cost containment guidelines.

      Funding for basic and disease-related research. The NIH invests over $31
billion annually in medical research, of which an estimated $7-8 billion was
spent on cancer research. The National Cancer Institute's Budget alone for
fiscal year 2012, already approved by President Obama, is for $5.2 million and
additional resources are allocated to cancer research Additionally, R&D spending
is increasing in all regions of the world, with the total R&D spending by
biotechnology companies in 2006 estimated at 1.023 trillion, up from $977
billion in 2005 and $922 billion in 2004.

      An increased focus on lowering healthcare spending via improved diagnostic
testing and patient monitoring that can reduce the costs of misdiagnosis. In
2010 U.S. healthcare expenditures totaled approximately $2.593 trillion, and are
forecasted to reach $2.75 trillion in 2012. For 2010, healthcare accounted for
17.9% of the gross domestic product in the United States up from 13.8% in the
year 2000. U.S. healthcare premiums increased by 131% between 1999 and 2009 or
13.9% per annum. Many policy experts believe new technologies and the spread of
existing ones account for a large portion of medical spending and its growth.


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      This growing utilization is attributable to new medical treatments, more
intensive diagnostic testing (i.e., defensive medicine), an aging population,
which requires more medical attention, and progressively unhealthy lifestyles.

      As a result of rising costs, we believe that there is a demand for more
cost-effective approaches to disease management, specifically for cancer, as
well as for emphasis on screening and accurate diagnostic testing to facilitate
early detection of potentially costly, severe afflictions. Likewise, a poll
conducted by the Harvard School of Public Health in June 2009 found that 54.0%
of respondents felt that high costs were one of the most important healthcare
issues for the government to address. We also estimate that up to 20.0% of all
diagnostic tests may eventually be performed in non-laboratory settings, such as
by patients or non-medical professionals.

Our Technology

      We believe that our RECAF technology offers an improved detection,
diagnostic, and monitoring solution for patients with cancer.

The RECAF Cancer Marker

Based on our research, which has been confirmed by Abbott and jointly presented
at an international cancer conference, RECAF appears to be a cancer marker for
multiple types of cancer. Every type of cancerous tissue that we have tested has
expressed RECAF. It is expressed on over 90% of cancer samples that we have
studied thus far, including breast, lung, stomach, colon, ovarian and prostate
cancer samples. To our knowledge, there is no other cancer marker in use that
has the same universal presence with comparable sensitivity and specificity as
RECAF. Since RECAF detects cancer earlier and more accurately with less false
positives than other markers, we believe that RECAF could replace many currently
available cancer markers that are targeted to only one type of cancer, as well
as offer a useful diagnostic tool for cancers where there is not yet thought to
be an effective marker, such a lung and breast cancer.

      RECAF is a molecule that is present on cancer cells but is not detected in
significant levels on healthy cells or benign tumor cells. This characteristic
enables RECAF to more accurately detect cancer than many current tumor markers,
as RECAF is less likely to report a false positive result.

      However, since RECAF does not identify a specific type of cancer, a
positive test would be followed up with further testing using other diagnostic
tools to determine the location and type of cancer.

     RECAF is a  receptor  for AFP  (Alpha-fetoprotein),  which is a marker  for
liver and testicular  cancer that was discovered in 1963 by Dr. Garri Abelev,  a
member of our scientific  advisory  board.  RECAF is present on the cell surface
and binds and takes up  circulating  AFP. Both AFP and RECAF first emerge in the
fetus, but disappear by birth. AFP binds small  molecules,  such as lipids,  and
transports  them into fetal cells when taken up by the receptor for AFP.  Once a
fetal  organ or  tissue  reaches  its  maturity,  it no  longer  takes up AFP or
expresses RECAF. After birth, RECAF is only known to exist in a cancerous state,
where tissues re-express the ability to take up AFP via the RECAF receptor.  The
expression of RECAF is related to rapid tissue growth,  which is  characteristic


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of both  cancer  and fetal  development.  RECAF is  classified  as an  oncofetal
antigen due to its presence on both fetal  tissues that  incorporate  AFP and on
malignant tissues in later life.

      We believe that RECAF has potential as a universal cancer marker for the
following reasons:

     o    Current  serum  markers  are  deficient  in terms of  sensitivity  and
          specificity, creating a need for enhanced markers.

     o    Current markers for breast and lung cancers (one of the most fatal
          cancers) are not very accurate and therefore not widely used. These
          types of cancers are among the best detected by RECAF.

     o    Routine RECAF testing after cancer therapy may be able to detect
          recurrence earlier and more economically than other technologies in
          current use. We believe that having one cancer marker to monitor all
          patients is a great advantage for the clinical laboratory.

     o    There is not yet a universal cancer marker. Oncologists use different
          tests for each cancer. Moreover, we believe only a few of the cancer
          markers used today are very useful. Our intent is to develop RECAF as
          a universal cancer marker, potentially capable of detecting many
          cancers with high sensitivity and specificity.

Product Pipeline

      All of our product candidates are based on the RECAF technology. The RECAF
molecule is expressed on the cell surface of cancer cells and, because tumors
are highly vascularized, it is shed into the blood stream and other bodily
fluids. As a result, we can detect the marker using blood, or serum, as the test
sample. Since 2004, we have performed over 120,000 tests on more than 4,000
serum samples. Results of these studies have shown that our serum-based assay,
Serum-RECAF, has between 80% and 90% sensitivity for a variety of cancers, with
95% specificity for lung, breast, prostate, stomach, and ovarian cancers among
others. Moreover, these tests demonstrate that RECAF technology performs better
than competing technologies at detecting prostate cancers and at discriminating
between malignant and benign lesions.

      RECAF technology detected 92% of cervical cancer with 95.7% specificity in
a study involving 25 cervical cancer samples and 69 normal samples. In contrast,
the Pap test, which is widely used to detect cervical abnormalities, has an
estimated sensitivity for high-grade lesions of only 55% to 80%. Further, we
compared 73 colon cancer samples to 352 normal samples and found that our RECAF
blood test had a sensitivity of 74% with 95% specificity. When the specificity
was improved to 100%, the test was still able to identify over 71% of the colon
cancers. Data suggest an average sensitivity for RECAF of 90% across all cancers
when the specificity is 95%.

     Serum-RECAF  can be  effectively  used to  initially  screen  patients  who
present  symptoms of cancer as well as to monitor  patients for  recurrence  who
have  already been treated for cancer.  We believe  that our  Serum-RECAF  assay
performs better than many current  technologies at detecting  prostate cancer as


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well as at  discriminating  between  malignant and benign  tumors.  Accordingly,
Serum-RECAF  may have the potential to become a  standardized  blood test widely
available in clinical laboratories due to its detection capabilities and ease of
use. If  successfully  developed  and  submitted  to the FDA for  clearance,  we
believe  that  Serum-RECAF,  used to  monitor  a  patient's  progress  following
surgery,  chemotherapy or other treatment, will be considered a Class II Medical
Device,  which is  important  in the  pathway  to  regulatory  approval.  Future
variations  of this product could include the ability to test other body fluids,
such as saliva, vaginal fluids, and urine, for RECAF.

RECAF Product Formats

      There are three basic formats for RECAF technology: (i) automated testing
in large clinical and hospital laboratories; (ii) non-automated, or manual,
testing by clinicians in smaller laboratory settings and where expensive
automated instrumentation is not available or not practical; and (iii) point-of-
care ("POC"), rapid test formats for physicians' offices, urgent care
facilities, or the bedside. These formats may be used to detect cancer in
patients and for veterinarian use.

Automated Format

      Our initial business strategy was to license the automated testing format
on a semi-exclusive basis to three licensees. We have granted two of the three
semi-exclusive licenses for this testing format-one to Abbott and one to
Inverness. Under the agreements with Abbott and Inverness, we are allowed to
grant one more semi-exclusive license for the automated format.

      In early 2007, we completed converting our blood based Serum-RECAF test to
colorimetric format ("flash chemiluminescense") to make it more practical for
laboratory use required by our licensees and to improve sensitivity. This format
improves detection of smaller, earlier stage tumors and magnifies the measured
difference in RECAF serum values between cancer and normal patients. The test
results found that RECAF had 80% to 90% sensitivity for a variety of cancers,
with 95% specificity for lung, breast, stomach and ovarian cancers in
particular.

Manual Format

      We have developed prototype RECAF test kits and materials for small
laboratories where automated instrumentation is not available or not practical.
These manual formats have the same sensitivity and specificity as the formats
that use automated instrumentation. We plan to finish development of these kits
and to place them in a few laboratories in major metropolitan cities in China.
However, before laboratories in China can market and run the RECAF tests, the
Chinese equivalent of the FDA must approve the use of the RECAF tests.

      To initiate this, we have formed a wholly owned subsidiary in China. The
subsidiary, named "Biocurex China Co., Ltd." will be used to assemble, market,
and distribute our RECAF tests in China. The critical reagents will be shipped
from North America for quality control purposes. Our first market is Shanghai,
where we are represented by a clinical oncologist who will collect the samples
and administer the tests in-house. Once we are operational in Shanghai, we will
expand to other large population centers in China such as Beijing and Tianjin.
If the model is successful, we then plan to replicate it in other countries in
Asia, Latin America and Eastern Europe.


                                       11
<PAGE>

     In the United  States,  once the FDA has  approved  the  automated  testing
format, we will be able to apply for 510k approval for the manual testing format
on an expedited basis.

Point-of-Care, Rapid Test

     As another segment of our current  strategy,  we have developed a prototype
blood-based  POC rapid test for cancer  detection or  follow-up  in  physicians'
offices  and  urgent  care  facilities.  This  format  may  also  be  useful  in
third-world countries or areas with large rural populations where access to even
small clinical laboratories is not available.

     Our POC rapid test device will be similar to a common  pregnancy  test kit.
The rapid test  cartridge  will  contain a small  strip that is coated  with the
indicator molecules to detect RECAF in a blood sample.  These types of tests are
used for a variety  of  applications  in  diagnostic  medicine,  and they can be
efficiently developed from the prototype data that we currently have

     We  anticipate  that our POC rapid test will require the  development  of a
small,  portable  instrument to read the intensity of the colorimetric  endpoint
line in order to alleviate the variability of eye  measurements.  We will likely
need to  eliminate  operator  variability  to be eligible  for  certain  medical
reimbursements.

     When a patient  enters a  physician's  office  with a  specific  symptom or
concern where cancer is suspected, the physician could administer the rapid test
to receive a preliminary  indication as to the presence of elevated RECAF levels
in the blood.  We anticipate that such a cancer test could be used as easily and
as  routinely as a blood sugar or  cholesterol  reading is now used as part of a
blood  test.  The more  detailed  Serum-RECAF  laboratory  test would be used to
confirm  the rapid test result as is common now for most of the rapid tests used
in the infectious disease setting.

Recent Developments

     In October 2010 we filed a new patent within the Patent Cooperation Treaty,
which  presently  includes  142  countries.  The  subject  of this  patent  is a
synthetic peptide that recognizes  RECAF(TM) and that can replace the antibodies
used in our RECAF  test.  The  synthetic  peptide  also  allows  for many  other
applications that cannot be performed with an antibody.  Our patent  application
contains  over  50  claims  covering  different  applications  and  uses of this
peptide.

     An antibody is a biological reagent that requires  production under sterile
conditions in large volumes of cell culture medium.  The antibodies then need to
be  extracted  and  purified  from the medium.  This  process is  expensive  and
delicate.  The synthetic peptide will allow our to replace the antibodies in the
RECAF test. A peptide is a short sequence of amino acids, much like a very small
protein.  Peptides are produced with an automated  peptide  synthesizer.  A well
known small peptide is aspartame, the synthetic sweetener used in Nutrasweet(R).

     To make a peptide in a laboratory, its amino acids sequence is entered into
a  computer  and the rest of the  process  is  automatically  handled by special
computer  software.  Since the  peptide is  synthesized  chemically  rather than
biologically, the batch-to-batch variability is drastically reduced and the cost
reduction is significant.  Being small molecules,  peptides are also more stable
than antibodies, resulting in longer shelf life and related issues.

                                       12
<PAGE>

     The  most  important   advantage  of  peptides  over  antibodies  is  their
flexibility:  Antibodies  cannot be modified  unless very  expensive and complex
molecular  engineering  processes  are used.  To change  the  specificity  of an
antibody,  one has to  develop a new one,  which is a very labor  intensive  and
unpredictable  process.  On the other  hand,  to modify a  peptide,  all that is
required  is to use a  different  amino  acid  sequence  on the  computer.  This
tremendous flexibility opens many possibilities for us, some of which are listed
below:

     1)   Tailoring  dog,  cat and other  animal  RECAF  tests for each  species
          rather than relying,  on the cross reactivity  exhibited by anti-human
          RECAF antibodies against dog RECAF.

     2)   Tailor-tagging  of the  peptide  for  different  uses  such as  cancer
          targeted therapy, imaging or blood diagnostic tests.

     3)   Attaching the peptide to liposomes for cancer targeting. Liposomes are
          artificially  prepared  vesicles  that can be filled with  anti-cancer
          drugs,  Interference  RNA or other  compounds  and delivered to cancer
          cells.  Attaching  the  peptide  to the  surface of  liposomes  should
          increase  the  delivery to cancer  cells since our peptide  recognizes
          RECAF and RECAF is on the  surface of cancer  cells but not on healthy
          cells.  Liposomes  are used for delivery of a variety of  formulations
          from medicine to cosmetics.

     4)   Incorporation  of a DNA sequence that encodes the peptide into the DNA
          or RNA of a virus which would then express the peptide on its surface.
          Since the peptide recognizes RECAF which is on cancer cells but not on
          normal  cells,  the virus would only infect and kill the cancer  cells
          thus becoming an oncolytic virus.

     In October 2010 we entered into a non-exclusive distribution agreement with
VetRed B.V. from Naarden, the Netherlands. VetRed, a private company under Dutch
law,  will  represent  our  wholly  owned  subsidiary  OncoPet   Diagnostics  to
distribute our OncoPet RECAF(TM) cancer test for dogs in Europe.

     Through a network of its own  companies,  agents and  distributors,  VetRed
will market our OncoPet's  RECAF(TM)  test to the European  Union member states.
Samples  will  be  collected  and  grouped  prior  to  their   dispatch  to  our
laboratories  Canada.  Europe is second in the world for its  number of cats and
dogs,  according to a recent survey--there are approximately 78 million dogs and
94 million cats in Europe. The United States and Canada have the largest dog and
cat population, with an estimated 52 million dogs and 66 million cats.

     VetRed made an entrance in the  veterinary  diagnostic  market in 2009 with
the  introduction  of the Pandora(R)  Slide Stainer,  a tabletop fully automated
unit, which stains in fully reproducible samples prior to their evaluation under
the microscope. VetRed also markets chromogenic media for rapid determination of
fungi and bacteria.

     Currently, our wholly owned subsidiary,  OncoPet(TM) Diagnostics, Inc., has
entered  into a  further  two  non-exclusive  distribution  agreements  with two
prominent US veterinary  suppliers for the  distribution  of the OncoPet  Sample
Collection Kit for canine cancer diagnosis.

                                       13
<PAGE>

     Per the non-exclusive  distribution agreement,  the suppliers will purchase
vouchers for tests to be carried out in our  facilities.  The  distributor  then
sells the vouchers to veterinarians,  veterinary practices, veterinary hospitals
and others within the United States and territories of the U.S. including Puerto
Rico, Guam as well as others. The voucher includes a sample collection kit which
the  veterinarian  will use to  process  the  blood  and  ship the  serum to our
laboratory  for  testing.  OncoPet  then  emails  the  results  directly  to the
veterinarian.

License Agreements

     We have licensed aspects of our RECAF technology on a semi-exclusive and on
a  non-exclusive  basis to  Abbott,  a  worldwide  leader  in  diagnostics,  and
Inverness, a global supplier of in vitro diagnostic products.

Abbott License

     In March  2005,  we  entered  into a  worldwide,  semi-exclusive  licensing
agreement with Abbott to  commercialize  Serum-RECAF.  Manual and POC RECAF test
formats are licensed on a non-exclusive  basis.  Thus, we may  commercialize and
license  manual  tests to as many  licensees as we deem  appropriate.  Under the
license agreement, as amended, Abbott has the right, but not the obligation,  to
commercialize   or  perform  further  research  and  development  on  the  RECAF
technology.  Abbott paid us an upfront licensing fee of $200,000 and will pay us
royalties  on any RECAF  products it sells  during the term of the  license.  In
April 2008, Abbott and we amended the license agreement.  The amendment relieved
Abbott of future  obligations to perform further  research and development  with
respect to the RECAF  technology as well as the obligation to pay annual minimum
royalties.  At  any  time,  at  its  option,  Abbott  may  resume  research  and
development work and commercialize  products  incorporating the RECAF technology
in  accordance  with  the  license   agreement.   In   consideration   for  this
modification,  we will  receive  a more  favorable  royalty  rate  on any  RECAF
products that may be sold by Abbott.  We have the right to terminate the license
at any time,  if following  notice from us, Abbott and we do not agree within 90
days to new due diligence  obligations for the commercialization of any products
using the RECAF  technology.  Since this  agreement was amended,  Abbott has not
conducted any research and  development  regarding  RECAF  technology or, to our
knowledge, taken any other steps toward commercializing our technology. Finally,
Abbott has the right to grant sublicenses to third parties.

Inverness License

     In  December  2007,  we  entered  into a second  semi-exclusive,  worldwide
licensing  agreement  for our  Serum-RECAF  technology.  This  agreement  allows
Inverness to commercialize products using the Serum-RECAF technology in exchange
for paying an upfront fee and periodic royalty payments. In addition,  Inverness
is  responsible  for  obtaining  FDA  approvals,   and  managing  manufacturing,
marketing,  and distribution for clinical laboratory testing. The manual and POC
rapid  tests,  as well  as  other  applications  of  RECAF,  are  licensed  on a
non-exclusive  basis.  Inverness  paid us a $1  million  up-front  fee for RECAF
technology  and material and  assistance  that would enable it to produce  RECAF
material on its own.  Inverness has been conducting  research and development on
our  technology  and may  have  successfully  adapted  our  technology  to their
diagnostic  platform.   The  agreement  with  Inverness  provides  for  periodic
exchanges of information between the parties. Our policy is to tell them as much

                                       14
<PAGE>

as we can  on the  technical  side.  Inverness,  on the  other  hand,  has  been
reluctant  to share  with us  their  intentions  or  progress  on their  general
business  strategy  including   manufacturing,   commercialization,   regulatory
approval and marketing. Inverness has advised us of their intention to implement
the RECAF test in a particular  format  (called  Triage),  which is not based on
classic and widely known assay formats but rather on their proprietary platform.
We believe their  reluctance is caused in large part on their concern to protect
the intellectual property relating to their proprietary diagnostic platform. Our
last communication with Inverness took place in June 2009 and, at the time, they
indicated that our assay was working in their facilities and generating  results
consistent  with ours.  However,  they did not share  those  results  with us or
indicate what diagnostic platform they used. Inverness has also informed us that
they had become  self-sufficient  and  independent  in  generating  the critical
reagents necessary to produce the test. We do not know what Inverness intends to
do next.  If they have been  successful  in  adapting  our  technology  to their
diagnostic  platform,  the  logical  next  step  for them  would be to  initiate
clinical trials for the purpose of obtaining  regulatory  approvals,  whether in
the United States or elsewhere, but we have not had been able to confirm whether
that is the case. Our license  agreement with Inverness does not provide for any
development  or product  milestones.  Under the  license  agreement,  the annual
minimum  royalty  of  $150,000  began to  accrue  on  December  4, 2009 and will
continue until December 4 following the first  commercial sale by Inverness of a
product using RECAF technology to a third party. Thereafter,  for the balance of
the annual  minimum  royalty term,  which ends on the later of the expiration of
all the RECAF patents or when Inverness ceases to manufacture and distribute any
products  based on RECAF  technology,  Inverness  is  obligated  to pay a higher
minimum royalty.  The Inverness  license  agreement does not provide when or how
the annual minimum will be paid.  Presumably,  that will be determined  based on
subsequent discussions with Inverness.

Additional Licensing Opportunities

     Under the license agreements with Abbott and Inverness we are free to grant
one additional semi-exclusive license regarding Serum-RECAF and pursue unlimited
licensing  opportunities  with  respect to all other  applications  of our RECAF
technology and test formats, including manual and POC rapid tests and veterinary
applications.  Further,  our RECAF technology has additional  applications  that
could be licensed, including imaging functions and therapeutic uses. Ultimately,
we seek to license out specific aspects of our technology, striving to achieve a
significant  market share by selecting  licensees that can support this goal. We
believe that this  licensing  strategy will be the most  effective way to expand
our market share.

Business Strategy

     Our RECAF technology has possibilities in a wide variety of applications in
the fields of human and  veterinary  medicine.  Our  strategy  is to continue to
focus on obtaining non-exclusive licensing agreements for various application of
RECAF technology while developing other applications ourselves. Specifically, we
intend to pursue the following:

     o    grant one additional  semi-exclusive license for testing blood samples
          using automated testing equipment;

     o    commercialize  veterinary applications of RECAF testing technology not
          requiring regulatory approvals;

                                       15
<PAGE>

     o    finish  developing a POC rapid format test for the doctor's office and
          bedside use;

     o    conduct  clinical  trials and seek FDA  clearance for marketing of our
          RECAF tests; and

     o    commercialize  manual testing formats in China.

     o    We cannot  assure you that we can  successfully  achieve  any of these
          objectives.

     Our future objectives may change due to a number of factors, including:

     o    the amount of capital we are able to raise;

     o    our ability to accomplish the objectives listed above;

     o    our  determination  that a market  does not exist for our  products or
          tests;

     o    new  estimates  of the time and  capital  required  to  accomplish  an
          objective are substantially greater than our original estimates.

     o    our assessment of potentially  faster ways to begin generating revenue
          using our RECAF technology; and

     We have been  attempting  to earn revenue from our RECAF  technology  since
2001.  We have  abandoned  earlier  products and tests  incorporating  our RECAF
technology  since we determined  that a market did not exist for these  products
and tests.

Licensing

     To date our primary  business  strategy has been to license our Serum-RECAF
technology under semi-exclusive limited license agreements.  With this strategy,
instead of having to allocate all of our funding in an attempt to  commercialize
one product, we select licensees that have strategic  advantages over us when it
comes to  commercialization  (e.g., our licenses with Abbott and Inverness).  As
part  of  this  strategy,  we  provide  all  the  assistance  that we can to our
licensees;  however,  the licensees  are  responsible  for obtaining  regulatory
approvals and bringing the products to market. Under our existing semi-exclusive
licenses with Abbott and Inverness,  we are allowed to enter into one additional
semi-exclusive license for Serum-RECAF.  These licenses only cover the automated
testing format for Serum-RECAF in a clinical and hospital  laboratory  settings.
They cover the use of  Serum-RECAF  in  connection  with other test  formats and
other applications of our technology on a non-exclusive basis.

     Market  distribution  channels for a diagnostic  test kit typically  entail
accessing  the  automated  diagnostic  platforms  of one or more  of the  larger
diagnostic  companies,  such as Abbott,  F. Hoffmann-La Roche or Bayer AG. These
companies  provide  automated   diagnostic   instruments  that  are  capable  of
processing a variety of laboratory  tests.  Some  instruments  can process 1,200
clinical chemistry and 200 immunoassay tests each hour.  Through  licensing,  we
seek to place our cancer assays, such as Serum-RECAF,  on the instrument menu of
these diagnostic platforms.

Point-of Care Rapid Tests

                                       16
<PAGE>

     We  anticipate  that a POC rapid cancer test could be used in the future as
easily and as routinely as a blood sugar or cholesterol reading is now part of a
blood test. When a patient enters a physician's  office with a specific  symptom
or concern where cancer is suspected,  the physician could  administer the rapid
test to receive a preliminary  indication  as to the presence of elevated  RECAF
levels in the blood. The more detailed Serum-RECAF laboratory test would be used
to confirm  the rapid test  result as is common now for most of the rapid  tests
used in the infectious disease setting.

     In September  2007,  we presented  preliminary  results with our  prototype
rapid  test  to  an  international   cancer   congress.   Data  indicated  solid
discrimination between cancer and healthy cells and correlated with results from
our Serum-RECAF. With the N.N. Blokhin Cancer Research Center in Moscow, Russia,
we studied RECAF as a rapid test for cancer detection.  Results found that RECAF
could  detect  80.4%  of  ovarian  cancers  in  Stages  I to  III  with  an  88%
specificity.  This study tested 64 normal,  non-cancerous samples and 51 ovarian
cancer serum  samples,  which included 25 Stage I or II cancers and 26 Stage III
cancers.  We believe that these results  signify a potential  breakthrough  that
could simplify cancer detection. When applied to early stage ovarian cancer, our
prototype POC demonstrated  better performance than a CA-125 blood test, a tumor
marker  often  found in  higher-than-normal  amounts  in the blood of women with
ovarian cancer.

     We believe that the POC tests will not cannibalize the clinical  laboratory
markets  since POC tests are  routinely  confirmed by the slightly more accurate
clinical laboratory tests. We believe that the widespread use of POC RECAF tests
will actually promote the use of the clinical laboratory RECAF tests.

     We estimate that there are approximately  250,000  physicians in the United
States who would use these POC tests.  One test per doctor per week would  yield
13 million rapid tests per year. We expect final development,  clinical testing,
FDA registration and Medicare  approval to take  approximately 18 months. We may
license this test for distribution,  contract with a distribution network or use
a contract sales force for marketing and sales of this test.

Veterinary Applications

     Basic  research  shows  that  RECAF  is  a  highly  conserved  (common  and
essentially  identical)  molecule in humans and  animals.  We  confirmed  in our
laboratory  with samples  provided from three  different  sources that our RECAF
test detects  malignancy in dogs and cats.  The test,  which we call Pet- RECAF,
correctly  detected 85% of the cancers at the standard  specificity value of 95.
These figures are consistent with those obtained on human patients.

     Initially  our focus will be directed  to dogs and cats.  We believe we can
begin marketing this application  quickly because it does not require government
or regulatory approvals and we have completed the developmental testing. We will
market  this  application  under a  separate  brand  name.  We plan to  pursue a
dual-channel  revenue generation  strategy.  In some markets we will license our
technology  to clinical  labs who will conduct the testing and in other  markets
PBRC will do the testing in our own contract  laboratory.  Our POC rapid test is
also  being  developed  for  the  veterinary  market  and may be  available  for
commercialization  before it is  available  for human  use.  We will  market our
product  directly  to end users,  such as  veterinarians  and animal  protection
societies, and through distributors.

                                       17
<PAGE>

Cancer in Household Pets

     Cancer is the number  one cause of death  among dogs and cats in the United
States,  Europe, and Japan.  Recent studies have shown that more than 50% of all
dogs  ultimately  die of cancer,  and some breeds,  like golden  retrievers  and
boxers, have cancer rates that are even higher. However, cancer is also the most
curable of all chronic diseases in pets. To help improve detection,  specialists
encourage veterinarians to include cancer screenings in their wellness exams for
pets of all ages.

Expenditures on Household Pets and Market Size

     There are  approximately 75 million household dogs in the United States and
on  average  dog owners  spend $219 on  veterinary  visits  annually.  There are
approximately  88 million  household  cats in the United States and their owners
spend an  average  of $175 a year on  routine  veterinary  visits.  Dog-  owning
households  that spent  $1,000 or more in a year jumped from 2.2 percent in 1996
to 8.4% in 2006. Dogs averaged 1.5 visits to the  veterinarian  during 2006, and
cats averaged 0.7 visits to the vet in the same year.


                                       18
<PAGE>

     An  interesting   statistic  that  supports  the  growth  in  dog  and  cat
populations  is that  Western  European  cat and dog food  sales  were  US$14.47
billion in 2007, up from US$10.16 billion in 2002.  Growth was projected at 7.6%
per annum, so by extrapolation the 2012 is estimated to be US$15.57 billion.

     We have studied the market in British  Columbia and, based on our findings,
we  believe  that the  potential  market  for  testing  dogs and cats in British
Columbia  may be $5.0  million  per year.  We found that in British  Columbia at
least 120,000 routine  blood-screening  tests are carried out every year in dogs
and  cats,  at a cost of  $35-$40  per test to the  veterinarian.  This does not
include  tests  conducted by veterinary  hospitals  that have their own in-house
laboratories.  We believe that the  addition of a screening  test for cancer for
$50 is reasonable to both owners and  veterinarians  and may be  incorporated in
routine annual checkups. In addition to screening, animals already diagnosed and
treated for cancer can be monitored for the disease with the Pet-RECAF  test. We
estimate that each animal  diagnosed  with cancer could be tested 3-4 times over
its lifespan.

Market Strategy

     Our marketing strategy for our Pet-RECAF test is based on the following
assumptions:

     o    There is no need for regulatory approval with respect to our Pet-RECAF
          product  and,   therefore,   we  can  begin   marketing  this  product
          immediately.

     o The costs involved to commercialize Pet-RECAF are manageable.

     We plan to  begin  in  British  Columbia  where  we can  commercialize  the
application  ourselves  and then  expand  into  other  markets  as we  establish
ourselves.  In essence,  the local market  becomes a testing  ground to trim and
assess the logistics related to this enterprise. Blotted blood samples collected
by veterinarians will be shipped to PBRC for testing. Our marketing efforts will
target both  veterinarians,  who have to recommend  Pet-RECAF to the pet owners,
and the pet owners themselves.  For marketing purposes,  we have formed a wholly
owned  subsidiary,  OncoPet  Diagnostics,  Inc.,  and have reserved the Internet
domains:      OncoPet.net,      OncoPet.com,      OncoPetDiagnostics.com     and
OncoPetDiagnostics.net.

Sales and Marketing

     We do not plan to build  our own sales  force for any of our RECAF  formats
for human use. Sales and marketing for our automated  laboratory  testing format
will be done  primarily  by our  licensees.  Manual  laboratory  test  kits  and
materials  will be marketed by our partner  laboratories.  Once we have achieved
FDA  clearance in the United  States for our POC rapid test, we plan to contract
with medical device distributors and/or a contract sales force for marketing and
sales.

     Our RECAF tests for the veterinarian  market will be marketed  initially by
us and by  distributors  of  veterinarian  products.  Since October 2010 we have
entered into  agreements  with three  veterinary  product  distributors  for the
marketing of tests in the United States, Europe and Taiwan. The distributors for
the U.S. and Taiwan  markets will purchase  vouchers for tests to be carried out

                                       19
<PAGE>

in  our   facilities.   The   distributors   will  then  sell  the  vouchers  to
veterinarians,  veterinary practices, veterinary hospitals and others within the
their  territories.  The  voucher  includes  a sample  collection  kit which the
veterinarian  will use to process the blood and ship the serum to our laboratory
for testing.  We will then email the results directly to the  veterinarian.  The
distributor  for Europe will  purchase  RECAF test kits from us and will perform
the  tests at the  distributor's  facility  in the  Netherlands.

Suppliers  and Manufacturing/Production

     For the  Serum-RECAF  products  licensed  on a  semi-exclusive  basis,  our
licensees are responsible for  manufacturing.  We plan to contract with OEMs for
all of the products that are not covered by our license agreements.

Research and Development

     Our research and development efforts are all related to improving our RECAF
technology  for  detection,  diagnosis and follow-up of cancer.  We  continually
focus on  improving  our  various  RECAF  test  formats  leading  to  filing  of
additional  patents to protect our  technology.  Since the basic research on our
RECAF cancer  marker is  complete,  most of our  continuing  work will be in the
development  area rather than in research.  The clinical  data from our studies,
which have been ongoing since 2004, and the  validation  from  independent  data
from our licensees, Abbott and Inverness,  support our contention that we are in
the final development stages rather than at the research stage.

Patents

     Our  patents,  currently  registered  in over 20  countries,  cover over 40
claims and relate to methods for  diagnosis  and  treatment  of cancer using the
RECAF  cancer  marker.  Our  U.S.  patent  expires  in 2014 and our  patents  in
Australia,  Russia and China  expire in 2015.  Our U.S.  patent  ("Detection  of
cancer using  antibodies to the AFP  receptor")  includes 17 claims and protects
technologies   using   Serum-RECAF  kits.  The  patent  also  entails  in  vitro
applications for diagnosis,  screening, and follow-up of cancer and leukemia. At
present,  we are working toward the submission of additional patent applications
related to RECAF  that  potentially  could  provide  us with  protection  for an
additional 20 years.

     In March 2008,  the European  Patent  Office  granted our patent claims for
cancer diagnostic serum tests based on the RECAF marker. These patents will also
expire in 2015. This  development is  particularly  beneficial as granted patent
claims can  generate  a higher  royalty  than  pending  claims per our  existing
license  agreements.  In addition,  we believe that the European  healthcare and
medical  insurance  systems are more familiar and  supportive of cancer  markers
than are other locales.  As a result, we anticipate that regulatory approval for
diagnostic tests in Europe could be easier and faster than in the United States.

     In October 2010 we filed a new patent within the Patent Cooperation Treaty,
which  presently  includes  142  countries.  The  subject  of this  patent  is a
synthetic peptide that recognizes  RECAF(TM) and that can replace the antibodies
used in our RECAF  test.  The  synthetic  peptide  also  allows  for many  other
applications that cannot be performed with an antibody.  Our patent  application
contains  multiple  claims  covering  different  applications  and  uses of this
peptide.

     An antibody is a biological reagent that requires  production under sterile

                                       20
<PAGE>

conditions in large volumes of cell culture medium.  The antibodies then need to
be  extracted  and  purified  from the medium.  This  process is  expensive  and
delicate.  The synthetic peptide will allow our to replace the antibodies in the
RECAF test. A peptide is a short sequence of amino acids, much like a very small
protein.  Peptides are produced with an automated  peptide  synthesizer.  A well
known small peptide is aspartame, the synthetic sweetener used in Nutrasweet(R).

     To make a peptide in a laboratory, its amino acids sequence is entered into
a  computer  and the rest of the  process  is  automatically  handled by special
computer  software  and  instrumentation.   Since  the  peptide  is  synthesized
chemically  rather  than  biologically,   the   batch-to-batch   variability  is
drastically  reduced  and  the  cost  reduction  is  significant.   Being  small
molecules,  peptides are also more stable than  antibodies,  resulting in longer
shelf life and related issues.

     The  most  important   advantage  of  peptides  over  antibodies  is  their
flexibility:  Antibodies  cannot be modified  unless very  expensive and complex
molecular  engineering  processes  are used.  To change  the  specificity  of an
antibody,  one has to  develop a new one,  which is a very labor  intensive  and
unpredictable  process.  On the other  hand,  to modify a  peptide,  all that is
required  is to use a  different  amino  acid  sequence  on the  computer.  This
tremendous flexibility opens many possibilities for us, some of which are listed
below:

     1)   Tailoring  dog,  cat and other  animal  RECAF  tests for each  species
          rather than relying,  on the cross reactivity  exhibited by anti-human
          RECAF antibodies against dog RECAF.

     2)   Tailor-tagging  of the  peptide  for  different  uses  such as  cancer
          targeted therapy, imaging or blood diagnostic tests.

     3)   Attaching the peptide to liposomes for cancer targeting. Liposomes are
          artificially  prepared  vesicles  that can be filled with  anti-cancer
          drugs,  Interference  RNA or other  compounds  and delivered to cancer
          cells.  Attaching  the  peptide  to the  surface of  liposomes  should
          increase  the  delivery to cancer  cells since our peptide  recognizes
          RECAF and RECAF is on the  surface of cancer  cells but not on healthy
          cells.  Liposomes  are used for delivery of a variety of  formulations
          from medicine to cosmetics.

     4)   Incorporation  of a DNA sequence that encodes the peptide into the DNA
          or RNA of a virus which would then express the peptide on its surface.
          Since the peptide recognizes RECAF which is on cancer cells but not on
          normal  cells,  the virus would only infect and kill the cancer  cells
          thus becoming an oncolytic virus.

     Due to the complexity of RECAF technology,  we believe that our proprietary
know-how  for  developing  the  technology  and working with the RECAF family of
molecules is critical and extends beyond patented information.  Accordingly,  we
include  know-how  in our  licensing  packages in order to obtain  royalties  in
countries where we do not have patent protection.

     We have  granted a security  interest in all of our assets,  including  our
patents and other  intangible  property,  to the holders of our amended  secured
convertible notes as security for the repayment of those notes.

                                       21
<PAGE>

Competition

     Given  the  nature  of our  product  and the  fact  that it  works  well in
combination   with  existing  cancer  markers,   it  is  difficult  to  separate
competitors from potential partners/clients/ licensees.

     We have found that we can combine RECAF with a second marker (e.g., CEA for
colorectal cancer samples, PSA for prostate cancer samples and CA125 for ovarian
samples),  thus increasing the overall performance.  For example,  combining CEA
with RECAF results in 91% sensitivity and 100%  specificity,  which is extremely
important  for  screening  purposes.   From  a  marketing  point  of  view,  the
possibility of combining existing and widely used tests with ours offers obvious
advantages in terms of  acceptance,  market  penetration  time and pricing.  The
latter is of particular  interest for licensees who are already  commercializing
other markers because the enhanced performance allows them to increase the price
of the other marker,  which is usually low due to competition and lack of patent
protection. Under our existing semi-exclusive license agreements with Abbott and
Inverness,  we receive,  as a royalty,  a portion of the additional price on any
other marker sold in conjunction with RECAF.

     Our potential  competitors include large  pharmaceutical and medical device
companies  who develop,  market,  and sell  diagnostic  products  such as cancer
detection  kits,  instruments  and  reagents  used in clinical  laboratories  to
measure serum cancer markers.  Such companies  include F. Hoffman-La Roche Ltd.,
Dako A/S,  DIANON  Systems  (an  affiliate  of Lab Corp.  of America  Holdings),
Miraculins Inc. and Ortho-Clinical Diagnostics,  Inc. (an affiliate of Johnson &
Johnson  Co.).  In  addition,   potential  competition  may  come  from  smaller
companies, research facilities and government-funded  organizations that seek to
discover  improved  cancer  markers or that are  developing  new  screening  and
diagnostic  tests and tools for  patients  and  animals.  To our  knowledge,  no
existing  cancer  markers  currently in use can detect the range of cancers that
can be detected by RECAF with similar  sensitivity  and  specificity.  Potential
competitors in the veterinary  market include Idexx and Abaxis but they are also
potential licensees.

     At this point in time,  we believe  that our  competitive  position  in the
cancer  detection  market  is  strong  for a number  of  reasons  including  the
following:

     o    Inherent Advantages of the RECAF marker. As previously discussed,  the
          RECAF  marker has several  advantages  over all other  cancer  markers
          known to us,  including  its  ability  (i) to detect  all of the major
          cancers and likely the less  ubiquitous  ones as well,  (ii) to detect
          them in early stages,  where 80-90% can be cured and (iii) to function
          as a  diagnostic  and  follow-up  tool.  In  addition,  and based upon
          studies  we have  conducted,  we  believe  that for  certain  types of
          cancer,  its  serum-based  screening  assays is more accurate than the
          screening assays of our competitors.

     o    Strategic  relationships.  Our  license  agreements  with  Abbott  and
          Inverness  provide us with access to major  testing  laboratories.  In
          addition,  Abbot  and  Inverness  have  agreed  to  bear  the  cost of
          obtaining FDA approval for our  serum-detection  technology  and, once
          obtained,   will  market  our  testing   technology  to  laboratories,
          healthcare  providers  and  consumers.  At the same time,  our license
          agreements with Abbot and Inverness give us the flexibility to exploit
          other applications of the technology.

                                       22
<PAGE>

     o    Funding.  While many of our existing  and  potential  competitors  are
          large  pharmaceutical  companies with large  research and  development
          budgets and government-funded  research facilities,  the large capital
          investment  required  to identify  and prove the  efficacy of a cancer
          marker may act as a deterrent. On the other hand, most of the research
          into verifying the RECAF marker has been completed.

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 FDA
exercises  significant  regulatory  control  over  the  clinical  investigation,
manufacture and marketing of pharmaceutical and biological products.

     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 the rigorous  clinical trials that the FDA requires for
drugs.  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 as other 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 provided data proving substantial equivalence to the other
approved medical devices and verification of claims is provided to the FDA.

     This type of FDA  submission  is  referred to as a 510k  submission  and is
initially  handled  by the FDA  within a 90-day  timeframe  but can be longer if
additional  information  is  required.  Based  upon  our  review  of  the  FDA's
classification  of other  cancer  markers,  we are of the opinion that our RECAF
tests used to monitor a patient's progress after surgery,  chemotherapy or other
treatment, will be classified as Class II medical devices. If the FDA classifies
our RECAF tests as Class III medical  devices,  then a pre market approval (PMA)
would be required which  typically  requires more extensive  clinical data . FDA
reviews  PMA  submissions  in a  180-day  timeline.  If  there  are  unaddressed
scientific issues, the FDA review scientists can ask for additional  information
and put the  submission  temporarily on hold. If a product is a first of a kind,
or if it presents  unusual issues of safety and  effectiveness,  it is generally
reviewed before it is approved by an advisory panel of outside experts. Approval
of a PMA requires review of the  manufacturing  processes,  an inspection of the
manufacturing  facility,  a monitoring  audit of clinical data sites, as well as
comprehensive  review of the premarket  data. The review process for a Class III
medical device can take up to 12 months, and in some cases longer.

     In addition to  regulations  in the U.S., we may be subject to a variety of
foreign   regulations   governing  clinical  trials  and  commercial  sales  and
distribution  of our products  outside of the U.S.  Whether or not we obtain FDA
approval for a product,  we must obtain  approval of a product by the comparable
regulatory  authorities  of foreign  countries  before we can commence  clinical
trials or marketing  of the product in those  countries.  The  approval  process
varies from country to country,  and the time may be longer or shorter than that
required for FDA approval.  The  requirements  governing the conduct of clinical
trials,  product licensing,  pricing and reimbursement vary greatly from country
to country.

                                       23
<PAGE>

     Under our existing  license  agreements,  the licensees are responsible for
obtaining the necessary  regulatory approvals in the countries where they intent
to market our products.  However,  since our  licensees  have not yet sought FDA
clearance for our products,  we plan to conduct clinical  trials,  if necessary,
and seek FDA approval on our own for marketing our RECAF tests.

     We cannot assure you that we, or any of our  licensees,  will be successful
in obtaining  clearances or approvals from any regulatory authority with respect
to our serum screening assay.  The lack of regulatory  approval for our 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 will have
a material adverse impact on our operations.

     With  respect  to  our  Pet-RECAF  test,  devices  for  infectious  disease
currently  require U.S.  Department of Agriculture  approval whereas devices for
cancer  detection  currently do not. Cancer tests run in our  laboratory,  or in
clinical  laboratories  licensed by us, do not require USDA or Canadian approval
as a service,  as opposed to a device is being marketed.  Our Pet-RECAF test, as
well as the marketing of this test,  does not require FDA approval in the Unites
States, Canada or China.

Employees

     All of our research, development and other technical activities, as well as
all of our administrative  services,  are performed for us by Pacific Bioscience
Research Centre,  which is owned by Dr. Moro-Vidal,  our chief executive officer
and a member of our board of directors.  All of our employees are also employees
of  Pacific  Bioscience  Research  Centre.  As  of  January  31,  2012,  Pacific
BioScience  Research  Centre  had  six  full-time   employees/consultants.   Our
relationship with Pacific  Bioscience  Research Centre and with its employees is
good. See the section of this  prospectus  captioned  "Management - Transactions
with Related  Parties" for  information  concerning  our Agreement  with Pacific
Bioscience Research Centre.

                                       24
<PAGE>

ITEM 2.     PROPERTIES

     Our offices are located at 7080 River  Road,  Suite 215  Richmond,  British
Columbia,  and consist of 5,000 square feet of space which offices are rented on
a  month-to-month  basis for  $4,895 per  month.  We rent our office  space from
Pacific Bioscience Research Centre, a company owned by Dr. Ricardo Moro.

ITEM 3.  LEGAL PROCEEDINGS

     We are not involved in any legal proceedings.

ITEM 4.  MINE SAFETY DISCLOSURE

     Not Applicable.


ITEM 5.  MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED  STOCKHOLDER MATTERS
         AND ISSUER PURCHASE OF EQUITY SECURITIES.

     Our  common  stock is traded on the OTC  Bulletin  Board  under the  symbol
"BOCX."

     Shown below is the range of high and low  quotations  for our common  stock
for the periods  indicated  as reported by the OTC  Bulletin  Board.  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
         --------------                ----             ---

            3/31/10                    $0.07           $0.07
            6/30/10                    $0.05           $0.05
            9/30/10                    $0.06           $0.06
           12/31/10                    $0.07           $0.06

            3/31/11                    $0.07           $0.05
            6/30/11                    $0.05           $0.01
            9/30/11                    $0.05           $0.02
           12/31/11                    $0.03           $0.01


     As of March 27,  2012 there were  approximately  135 record  holders of our
common  stock and over 2,000  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.

                                       25
<PAGE>

     Note 7 to the  financial  statements  included as part of this report lists
the shares of our common stock which were issued during the year ended  December
31,  2011.  We  relied  upon  the  exemption  provided  by  Section  4(2) of the
Securities Act of 1933 in connection  with the issuance of the shares  described
in Note 7 during the year ended December 31, 2011.

     During the year ended  December  31, 2011 we did not purchase any shares of
our common stock from third parties in a private  transaction  or as a result of
any purchases in the open market.  During the year ended  December 31, 2011 none
of our officers or directors, nor any of its principal shareholders,  purchased,
on our behalf,  any shares of its common  stock from third  parties in a private
transaction or as a result of purchases in the open market.

     As of March 31, 2012 we had 184,617,814 outstanding shares of common stock.
The  following  table lists  additional  shares of our common stock which may be
issued as the result of payment of note principal or interest with shares of our
common stock or as the result of the exercise of outstanding options or warrants
or the conversion of notes:

                                                          Number of    Note
                                                           Shares    Reference
                                                          ---------  ---------

   Shares issuable upon conversion of notes or as
      payment of principal on the notes                 4,188,154       A

   Shares issuable upon exercise of warrants issued
      to consultants                                      937,500       B

   Shares issuable upon exercise of Non-Qualified Stock
      Options granted to officers, directors, employees
      and consultants.                                  1,631,600       C

   Shares issuable upon exercise of warrants granted to
      our officers, directors, employees, financial
      consultants and private investors                 3,000,000       D

   Shares issuable upon exercise of warrants issued to
      note holders                                      2,628,266       E

   Shares issuable upon warrants sold to public
      investors                                        90,459,600       F

   Shares issuable upon exercise of warrants issued to
      underwriter                                       8,400,000       F

   Shares issuable upon exercise of options granted to
      officers and directors                           28,500,000       G

                                       26
<PAGE>

   Shares issuable upon conversion of note              7,850,000       H

   Shares issuable upon conversion of note              4,250,000       I


A. In June 2007 we sold convertible  notes, plus warrants,  to private investors
for  $3,000,000.  The notes are due and  payable on  December  31,  2012 and are
secured by substantially all of our assets. At the holder's option the notes are
convertible  into shares of our common stock at a conversion price of $0.13. Due
to principal payments and conversions,  the outstanding principal balance of the
notes as of March 31, 2012 was $544,460.

     The warrants were subsequently sold to Warrant Strategies Fund, LLC.

     The  warrants  allow the holder to purchase up to  3,500,000  shares of our
common stock at a price of $0.135 per share at any time prior to June 29, 2012.

     In the event the closing  price of our common stock is $1.20 or greater for
ten  consecutive  trading  days,  the holders  will be required to exercise  the
3,500,000 warrants. Following the exercise of the warrants, we will issue to the
holders new  warrants,  which will  entitle  the  holders to purchase  1,750,000
shares of our common stock.  The new warrants will be  exercisable at a price of
$1.20 per share at any time prior to the later of June 25,  2012 or three  years
from the date the new warrants are issued.

     At our  election  and under  certain  conditions,  we may use shares of our
common  stock to make  interest or principal  payments on the notes.  The actual
number of shares  which may be issued as payment of  interest or  principal  may
increase  if the  price  of our  common  stock  is  below  the  then  applicable
conversion price of the notes.

     To the extent we use our shares to make  principal  payments  on the notes,
the number of shares which may be issued upon the conversion of the notes may be
less due to the reduction in the outstanding principal balance of the notes.

     The  actual  number of shares  which  will  ultimately  be issued  upon the
payment or  conversion  of the notes and the  exercise of the  warrants (if any)
will vary  depending  upon a number of factors,  including the price at which we
sell any  additional  shares of our common stock prior to the date the notes are
paid or converted or the date the warrants are exercised or expire.

B. Pursuant to the terms of a consulting agreement with a sales agent, we issued
the sales  agent  warrants  to purchase  937,500  shares of our common  stock as
consideration  for services the sales agent provided in connection with the sale
of our notes and warrants.  Warrants to purchase  187,500 of the 937,500  shares
are  exercisable  at a price of $0.01 per share and  warrants  to  purchase  the
remaining  750,000 shares are  exercisable at a price of $0.60 per share.  These
warrants expire on June 30, 2012. The sales agent subsequently  assigned 234,375
warrants each to two of its employees.

C. Options are  exercisable at a price of $0.001 per share and expire on various
prior to March 2014.

                                       27
<PAGE>

D.  Warrants in this  category  were not granted  pursuant to our  Non-Qualified
Stock Option Plan.  The warrants are  exercisable  at prices  between  $0.05 and
$0.12 per share and expire on various dates prior to August 2014.

E. During 2003 we sold convertible  notes in the principal amount of $529,813 to
six private investors.  As of January 31, 2012, all notes, with the exception of
one note in the principal amount of $33,000, had either been repaid or converted
into shares of our common  stock.  For every share issued upon  conversion,  the
note holders  received  warrants to purchase one share of our common stock.  The
warrants are exercisable at prices between $0.05 and $0.176 per share and expire
in 2014. As of January 31, 2012,  warrants to purchase 2,204,730 shares remained
outstanding.  The remaining  note,  which bears  interest at 5% per year, can be
converted at any time into 211,768  shares of our common stock.  If this note is
converted,  the note holder will receive  warrants to purchase 211,768 shares of
our common stock. These warrants,  if issued,  will be exercisable at a price of
$0.17 per share and will expire in five years after their issuance.

F. In January 2010 we sold  90,459,600  shares of our common stock at a price of
$0.0714 per share in a public  offering.  For each share sold the investor  also
received one warrant.  Each warrant entitles the holder to purchase one share of
our common stock at a price of $0.107 per share at any time on or before January
2015.

     Paulson Investment  Company,  Inc., the underwriter of our public offering,
received a sales commission as well as warrants. The warrants entitle Paulson to
purchase  120,000  units at a price of $6.00 per unit.  Each unit consists of 70
shares of our common stock and 70 warrants.  Each  warrant  entitles  Paulson to
purchase one additional share of our common stock at a price of $0.107 per share
at any time on or before January 2015.

G. These  options,  which were  granted on January  22,  2010,  were not granted
pursuant to our Non-Qualified  Stock Option Plan. The options are exercisable at
a price of $0.0714 per share and expire on January 22, 2020.

H. In December 2011 we sold a convertible note in principal amount of $78,500 to
a private investor.  The note bears interest at 8% per year and is payable on or
before  February  5,  2013.  At any time  after  June  15,  2012 the note can be
converted  into  shares of our common  stock.  The number of shares to be issued
upon any  conversion  will be determined by dividing the principal  amount to be
converted by the conversion price. The conversion price is 58% of the average of
the lowest five  Trading  Prices for our common stock during the ten trading day
period  ending  on the  trading  day  prior to the  date the note is  converted.
"Trading  Price"  means  the  closing  bid  price  of our  common  stock  on the
Over-the-Counter  Bulletin  Board.  Based upon the closing  prices of our common
stock, we would be required to issue 7,850,000 shares of our common stock if the
note was converted on March 31, 2012.

I. In February 2012 we sold a convertible note in principal amount of $42,500 to
the same private investor  mentioned in Note H above. The note bears interest at
8% per year and is payable on or before  February  19,  2013.  At any time after
August 7, 2012 the note can be converted  into shares of our common  stock.  The
number of shares to be issued upon any conversion will be determined by dividing
the principal  amount to be converted by the  conversion  price.  The conversion
price is 58% of the  average of the lowest  five  Trading  Prices for our common
stock  during the ten trading day period  ending on the trading day prior to the
date the note is converted.  "Trading  Price" means the closing bid price of our
common  stock on the  Over-the-Counter  Bulletin  Board.  Based upon the closing
prices of our common stock,  we would be required to issue  4,250,000  shares of

                                       28
<PAGE>

our common stock if the note was converted on February 20, 2012.

ITEM 6.    SELECTED FINANCIAL DATA

     Not applicable.

ITEM 7.    MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND
           PLAN OF OPERATION

     We are a development stage biotechnology  company developing products based
on patented and proprietary  technology in the area of cancer  diagnostics.  The
technology  identifies a universal  cancer  marker known as RECAF.  Patents have
been granted in the United States, Europe,  Australia,  China, Norway and Russia
and are pending in other major worldwide markets.

     RECAF is a molecule  that is present on cancer  cells but not  detected  in
significant  levels on healthy  cells or benign tumor cells.  It is the receptor
for  alpha-fetoprotein  and is  classified  as an  oncofetal  antigen due to its
presence on both fetal and malignant tissues.  This characteristic makes RECAF a
more accurate indicator of cancer than most current tumor markers.

     We are commercializing  our technology through licensing  arrangements with
companies  that  develop  and market  diagnostic  tests for the large  automated
clinical laboratory setting,  through development and marketing of non-automated
clinical  laboratory tests,  through  development of rapid,  point-of-care  test
formats, and through marketing of our OncoPet RECAF test for cancer in companion
animals.

     Our business  model is to develop  internally  our RECAF cancer  diagnostic
platform to the stage where individual applications can be partnered or licensed
in strategic  relationships for regulatory approval and  commercialization.  Our
objective  is to receive  cash from  licensing  fees,  milestone  payments,  and
royalties  from such  partnerships  which support  continued  development of our
cancer diagnostic portfolio.  We have signed licensing agreements for its cancer
detection  blood  tests with  Abbott  Laboratories  and with  Inverness  Medical
Innovations.  In the veterinarian  market where there are no regulatory hurdles,
our objective is to commercialize our technology through our subsidiary, OncoPet
Diagnostics, and with distributors in North America, Europe and elsewhere.

     Our success is  dependent  upon  several  factors,  including,  maintaining
sufficient   levels  of  funding   through  pubic  and/or   private   financing,
establishing the reliability of our RECAF cancer tests in screening,  diagnosis,
and  follow-up  for  cancer  recurrence,   securing  and  supporting   strategic
partnerships, securing regulatory approvals where necessary, and commercializing
our technology. We may not be able to achieve these objectives.

Liquidity and Capital Resources

     Since January 2003, we have been able to finance our  operations  primarily
from equity and debt financing, the proceeds from exercise of warrants and stock
options,  interest income on funds held for investment,  and license fees. We do

                                       29
<PAGE>

not have lines of credit with banks or other financial institutions.

     Material changes in the line item of our balance sheet between December 31,
2011 and December 31, 2010 are discussed below.

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

Cash                            D              (1)
Debt issue cost                 D              (1)
Derivative liability            D           Derivative  liability  decreased as
                                            a  result  of  a  decrease  in  the
                                            price  of  our  common  stock.  The
                                            price  of our  common  stock is one
                                            component used in  determining  the
                                            amount of the derivative liability.
Loans payable                   I           Due to amortization of accretion
Due to related parties          I           Due to new  related  party  fees to
                                            new director.
Convertible debt                I           This   is   related   to  the   new
                                            convertible loan in December 2011.

     (1)  In January 2010 we sold  90,459,600  shares of our common  stock,  and
          90,459,600 warrants, in a public offering. The proceeds to us from the
          sale of the shares and warrants,  net of underwriting  commissions and
          offering  expenses,  were approximately  $4,800,000,  resulting in the
          increase in cash. Deferred financing costs at December 31, 2009, which
          pertained  to our public  offering,  were  transferred  to  Additional
          Paid-In  Capital/Share  Issuance  Costs  upon  the  completion  of the
          offering.  With  proceeds  from the public  offering  we  reduced  our
          accounts payable,  and made payments on outstanding loans, amounts due
          to related parties, and convertible debt.

                                       30
<PAGE>

     Our sources and (uses) of cash during the years ended  December 31, 2011and
2010 were as follows:

                                                    Year Ended  December 31,
                                                    ------------------------
                                                     2011             2010
                                                     ----             ----

 Cash (used) in operations                      $(1,554,571)     $(2,228,477)
 Patent costs                                       (48,728)        (130,198)
 Proceeds from sale/purchase of equipment,          (16,195)              --
 Repurchase of shares                               (20,000)              --
 Loans from unrelated parties                            --           32,549
 Proceeds from convertible debt                      78,500               --
 Repayment of loans                                      --         (450,000)
 Repayment of convertible debt                      (18,840)      (1,186,700)
 Deferred financing /debt issue costs                (3,500)         (94,851
 Proceeds from sale of common stock and
    exercise of options and warrants, net of
    issuance costs                                    2,288        5,701,266

     In  June  2007,  we sold  convertible  notes,  plus  warrants,  to  private
investors for $3,000,000. The notes are due and payable on December 31, 2012 and
are secured by substantially all of our assets. At the holder's option the notes
are convertible  into shares of our common stock at a conversion price of $0.13.
From the proceeds of our January 2010 public  offering we repaid  $1,186,700  to
the note  holders.  The  Company  repaid  $18,840 to the note  holders  from the
proceeds of the Asher loan in  December  2011.  Due to  principal  payments  and
conversions,  the outstanding  principal balance of the notes as of December 31,
2011 was $544,460.

     In September  2009, we sold  promissory  notes in the  principal  amount of
$575,000 to twenty accredited investors. As partial consideration for lending us
the $575,000 we issued  8,214,292  shares of our common stock to the  investors.
With the proceeds  from our January 2010 public  offering we repaid  $450,000 to
the  investors.  The  remaining  balance of $125,000  bears  interest at 10%, is
unsecured, and is payable on or before January 31, 2013.

     In January 2010 we sold 90,459,600 shares of our common stock at a price of
$0.0714 per share in a public  offering.  For each share sold the investors also
received one warrant.  Each warrant entitles the holder to purchase one share of
our common stock at a price of $0.107 per share at any time on or before January
2015.  The net  proceeds to us from the sale of the shares and  warrants,  after
deducting  underwriting  commissions  and  offering  costs,  were  approximately
$5,700,000.  The net cash provided from this financing  after repayment of loans
and convertible debt was approximately $3,970,000.

     In December 2011 we sold a convertible  note in principal amount of $78,500
to a private investor.  The note bears interest at 8% per year and is payable on
or before  February  5, 2013.  At any time  after June 15,  2012 the note can be
converted  into  shares of our common  stock.  The number of shares to be issued
upon any  conversion  will be determined by dividing the principal  amount to be
converted by the conversion price. The conversion price is 58% of the average of
the lowest five  Trading  Prices for our common stock during the ten trading day
period  ending  on the  trading  day  prior to the  date the note is  converted.

                                       31
<PAGE>

"Trading  Price"  means  the  closing  bid  price  of our  common  stock  on the
Over-the-Counter  Bulletin  Board.  Based upon the closing  prices of our common
stock, we would be required to issue 7,850,000 shares of our common stock if the
note was converted on March 31, 2012.

     We anticipate that our capital  requirements  for the  twelve-month  period
ending March 31, 2013 will be as follows:

       Research, development and production of our diagnostic
         products                                               $ 900,000
       General and administrative expenses                        700,000
       Marketing and investor communications                      150,000
       Business development                                        50,000
       Payment of interest on amended senior convertible
         notes and unsecured promissory notes                     100,000
       Payment of outstanding liabilities                         250,000
                                                             ------------
                                                               $2,150,000
                                                             ============

     Our most significant capital  requirements are research and development and
general  and  administrative  expenses.  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 $60,000 per month. Our research and development
expenses vary, depending upon the scope of the programs that we undertake. As we
move further through the development process our research activities become more
mature and less capital intensive.  New development projects may have additional
capital requirements which we balance with capital available for such programs.

     We may not be successful in obtaining  additional capital in the future. If
we are  unable  to raise the  capital  we need,  our  research  and  development
activities  will be curtailed or delayed and our operations will be reduced to a
level which can be funded with the capital available to us.

     Material changes of items in our Statement of Operations for the year ended
December  31,  2011,  as  compared  to the same  period in the prior  year,  are
discussed below:

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


General and administrative             D          The  decrease  was   primarily
                                                  attributable      to     lower
                                                  stock-based       compensation
                                                  expense.

Professional and Consulting            I          The   Company   entered   into
Fees                                              consulting    agreements    to
                                                  strengthen     the     overall
                                                  marketing strategies.

Research and Development               I          The  increase  was   primarily
                                                  attributable       to      lab
                                                  materials,  supplies and a new
                                                  scientist was retained.

                                       32
<PAGE>

Interest expenses                      D          The   repayment   of  a  large
                                                  portion  of  the   convertible
                                                  notes    in    January    2010
                                                  resulted  in   decreasing   of
                                                  interest payment.

Accretion of discount on               D          The   repayment   of  a  large
convertible debt                                  portion  of  the   convertible
                                                  notes in January 2010 resulted
                                                  in the decrease in accretion
                                                  of discount on the convertible
                                                  debt during the year.

Amortization of debt issue             D          A   large   portion   of   the
costs                                             convertible  notes were repaid
                                                  in January  2010. As a result,
                                                  the  debt  issue   costs  were
                                                  less    during   the   current
                                                  period.

Gain(loss) on derivative               D          Derivative liability decreased
liability                                         is result from the decrease
                                                  in  accretion  on the
                                                  convertible debt.

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

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

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

Our  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 our 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 our
historical experience, terms of existing contracts,  observance of trends in the
industry and information available from outside sources, as appropriate.


ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.


ITEM 8.     FINANCIAL STATEMENTS.

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

                                       33
<PAGE>


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

     Not applicable.

ITEM 9A.     CONTROLS AND PROCEDURES

     Our Principal  Executive  Officer and our Principal  Financial Officer have
evaluated  the  effectiveness  of our  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  report  and in their  opinion  our  disclosure
controls and procedures were effective.

Management's Report on Internal Control Over Financial Reporting
----------------------------------------------------------------

     Our management is responsible for  establishing  and  maintaining  adequate
internal  control over financial  reporting (as defined in Rule 13a-15(f)  under
the  Securities  Exchange  Act, as amended).  Internal  control  over  financial
reporting is a process designed under the supervision of the Chief Executive and
Financial  Officer of Biocurex to provide  reasonable  assurance  regarding  the
reliability  of  financial  reporting  and  the  preparation  of  our  financial
statements for external purposes in accordance with U.S. GAAP.

     While  we  believe  that  our  existing   internal  control  framework  and
procedures  over financial  reporting have been effective in  accomplishing  its
objectives,  we intend to continue the practice of reevaluating,  refining,  and
expanding  its  internal  controls  over  financial  reporting.  Because  of our
inherent limitations,  internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to
future  periods  are  subject to the risk that  controls  may become  inadequate
because of changes in conditions, or that the degree of compliance with policies
or procedures may deteriorate.

     Our  management  assessed the  effectiveness  of its internal  control over
financial  reporting  as of December 31, 2011.  In making this  assessment,  our
management used criteria  established in Internal  Control-Integrated  Framework
issued by the Committee of Sponsoring  Organization  of the Treadway  Commission
(COSO).  Based on this assessment,  our management believes that, as of December
31, 2011, our internal  control over financial  reporting was effective based on
those criteria.

     There were no changes in our internal  controls  over  financial  reporting
that  occurred  during the year ended  December  31,  2011 that have  materially
affected,  or are reasonably likely to materially  affect, our internal controls
over financial reporting.

ITEM 9B.    OTHER INFORMATION

     Not Applicable

                                       34
<PAGE>

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

Ricardo Moro, M.D.               58    Chief Executive Officer and Director
Dr. Paul D. Slowey               55    President and Director
Gladys Chan                      37    Chief Financial Officer
Antonia Bold-de-Haughton         60    Secretary and Director
Denis Burger, Ph.D.              61    Executive Chairman and Director
Phil Gold, M.D.                  71    Director
Jim Walsh, Ph.D.                 52    Director
Trent Davis                      43    Director

     Directors  serve  for  one-year  terms  and  are  elected  annually  by our
stockholders.  Our executive officers are appointed by and serve at the pleasure
of the board of directors.

     Ricardo Moro, M.D. has been an officer and director since March 2001. Since
1996, Dr. Moro has been the president of PBRC, 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. Moro  received  his medical  degree from the  University  of the Republic of
Uruguay in 1979.

     Dr. Paul Slowey has been our President and a Director  since July 2011. Dr.
Slowey has been  President  and Chief  Executive  Officer  of Oasis  Diagnostics
Corporation  since 2007 and Managing  Member of Bamburgh  Marrsh LLC since 2002.
Previously  he  held  various  diagnostic  positions   including;   Director  of
International Sales for OraSure (formerly Epitope),  Chief Operating Officer for
Saliva  Diagnostics,  Director of  International  Sales for Incstar  Corp.  [now
DiaSorin].  He holds a B.S.  (Honors) from Sheffield  Polytechnic  (England),  a
Ph.D. in Organic Chemistry from the University of Newcastle-Upon-Tyne  (England)
and   Post-Doctoral   Fellowships  from  University  of  Victoria  and  Memorial
University of Newfoundland (Canada).

Denis R. Burger,  Ph.D.  was appointed a director and our executive  chairman in
September  2009. In March 2011, the executive  chairman  position was eliminated
and Mr. Burger  became the chairman of our Board of Directors.  Prior to joining
us,  he had been  managing  director  of  Sovereign  Ventures,  LLC,  a  biotech
investing and consulting  firm,  since 1991. He was chairman and chief executive
officer of AVI BioPharma,  Inc., a drug development  company using gene targeted
therapeutics,  from 1997 to 2007 and  founding  chairman  of  Epitope,  Inc.,  a
developer of diagnostic products,  from 1981 to 1990. He is currently a director
of Trinity Biotech PLC, a diagnostic products developer, and Lorus Therapeutics,

                                       35
<PAGE>

a cancer  therapeutics  company.  Earlier in his career,  he was a Professor  of
Microbiology and Immunology,  an Associate Professor of Surgery and the Director
of  the   Histocompatibility   Testing  Laboratory  at  Oregon  Health  Sciences
University.  He holds a B.A.  degree in  Bacteriology  and  Immunology  from the
University  of  California at Berkeley,  a M.S. and Ph.D.  in  Microbiology  and
Immunology from the University of Arizona, Tucson.

     Gladys Chan joined us in July 2005 as comptroller and was promoted to chief
financial  and  accounting  officer in October  2009.  Prior to joining us, from
September 2004 to June 2005, Ms. Chan served as senior  accountant at DTI Dental
Technologies Inc. She is a Certified General Accountant in Canada,  qualified in
August 2004, and holds a Bachelor  degree in Art from the University of Tunghai,
Taiwan.

     Antonia  Bold-De-Haughton  has served as our corporate  administrator since
our  inception.  In October  2009,  she was appointed to the Board and corporate
secretary.  From March 2006 to February 2008,  she was also the chief  financial
officer of Douglas Lake Minerals Inc.  (OTCBB:  DLKM).  Ms. Haughton has over 20
years of experience in administration and management, is a commercial arbitrator
and was educated at the  University  of Oxford,  England and the  University  of
British Columbia.

     Phil Gold, C.C., O.Q., M.D., Ph.D. has been a director since March 2001. He
has been employed by McGill  University  and/or its affiliate,  Montreal General
Hospital, in one or more capacities since 1968. Currently,  he is the Douglas G.
Cameron  Professor of Medicine,  and  Professor of Physiology  and Oncology,  at
McGill University and the Executive  Director of the Clinical Research Centre of
the McGill  University  Health Centre.  In the past he has served as Chairman of
the  Department  of Medicine at McGill and  Physician-in-Chief  at the  Montreal
General Hospital.  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.  Dr.  Gold's  early
research led to the discovery and  definition  of the  Carcinoembryonic  Antigen
(CEA),  the blood test most  frequently  used in the diagnosis and management of
patients with cancer. He has been elected to numerous prestigious  organizations
and has been the recipient of such outstanding awards as the Gairdner Foundation
Annual  International  Award,  the Isaak Walton  Killam Award in Medicine of the
Canada Council,  the National Cancer  Institute of Canada R.M. Taylor Medal, the
Heath  Medal of the MD  Anderson  Hospital,  the  Inaugural  Ernest  C.  Manning
Foundation  Award,  the  Johann-  Georg-Zimmerman  Prize  for  Cancer  Research,
Medizinische  Hochschule,  Germany, the ISOBM Abbott Award (Japan), the Award of
the Academy of International  Dental Studies, and the Queen Elizabeth II Jubilee
Medal.  He has been elected to membership  in the Royal  Society of Canada,  the
American  Society  for  Clinical  Investigation,  the  Association  of  American
Physicians,   and  Mastership  in  the  American  College  of  Physicians.   His
contributions  to  teaching  have been  recognized  by an award as a Teacher  of
Distinction  from his Faculty of  Medicine.  He has been honored by his country,
his province his city,  and his  university by appointment as a Companion of the
Order of  Canada,  an Officer of  l'Ordre  National  du Quebec,  a member of the
Academy  of Great  Montrealers;  and a the  recipient  of the Gold  Medal of the
McGill  University  Graduate Society,  respectively.  He has been the Sir Arthur
Sims Traveling Professor to the British Commonwealth, and has served as a member
of the  Executive,  and Chair of the Burroughs  Wellcome Fund. In 2006, the Phil
Gold  Chair in  Medicine  was  inaugurated  at McGill  University  and the first
incumbent  was selected in 2009.  Dr. Gold received a B. Sc. in 1957 and a M.Sc.

                                       36
<PAGE>

in 1961 in Physiology from McGill  University.  He received his MDCM in 1961 and
his Ph.D. in 1965 from McGill University as well.

     Jim Walsh,  Ph.D. was appointed a director in September 2009. Dr. Walsh has
been the chief executive  officer of Biosensia Ltd., a point of care diagnostics
company,  since 2008 and Interim Chief  Executive  Officer of Stokes Bio Ltd., a
company specializing in the area of molecular diagnostics, since 2006. Dr. Walsh
has also been a non-executive director of Trinity Biotech Plc (NASDAQ: TRIB), an
Irish diagnostics company,  since 1996 and a non-executive  director of PuriCore
Plc. (LSE:  PURI), a U.S.-based  healthcare  company,  since 2006. Dr. Walsh has
also been  investment  advisor to Bank of Ireland Kernel Capital  Partners since
2007.  From  1990  to  1995,  Dr.  Walsh  was  managing  director  of  Cambridge
Diagnostics  Ltd., a wholly owned  subsidiary of Inverness  Medical  Innovations
Inc.  (AMEX:  IMA). From 1988 to 1990, Dr. Walsh worked with Fleming GmbH as R&D
Manager. Dr. Walsh is a graduate of the National University of Ireland and holds
a  Doctorate  in  Inorganic  Chemistry  and  Post  Doctorate  qualifications  in
Immunochemistry.

     Trent Davis has been a Director  since July 2011.  Mr.  Davis has been with
Paulson  Investment  Company,  Inc.  since  1991  and has  served  as  Paulson's
President and Chief  Executive  Officer since 2005.  Prior to being appointed as
President and Chief Executive Officer, Mr. Davis served as Senior Vice President
of Paulson's Syndicate Department. From 2001 to 2005 Mr. Davis served as a board
member of the National  Investment Banking Association and from 2003 to 2004 Mr.
Davis served as Chairman of that association. Mr. Davis holds a B.S. in Business
and  Economics  from Linfield  College and earned a Master's  Degree in Business
Administration from the University of Portland.

     We do not have a  compensation  committee.  Our  directors  of serve as our
Audit Committee.  We do not have a director serving as a financial expert. We do
not believe a financial expert is necessary since we have only minimal revenues.
Dr. Phil Gold and Dr. Jim Walsh are the only directors who are  independent,  as
that  term is  defined  in  Section  803 of the  listing  standards  of the NYSE
Alternext US.

     We have  adopted  a Code of Ethics  which is  applicable  to our  principal
executive,  financial,  and accounting  officers and persons  performing similar
functions.   The  Code  of  Ethics  is  available  on  our  website  located  at
www.biocurex.com.

     The basis for our conclusion  that each current  director should serve as a
director is listed below:

  Name Reason
  -----------

            Dr. Ricardo Moro                      (1)
            Dr. Paul Slowey                       (2)
            Antonia Bold-De Haughton              (1)
            Dennis Burger                         (2)
            Phil Gold                             (1)
            Jim Walsh                             (2)
            Trent Davis                           (3)

     (1)  Long standing relationship with us.

                                       37
<PAGE>

     (2)  Past experience with companies  involved with the development of drugs
          and diagnostic products.

     (3)  Investment banking experience.

     We do not have a  compensation  committee.  Our  directors  of serve as our
Audit Committee.  We do not have a director serving as a financial expert. We do
not believe a financial expert is necessary since we have only minimal revenues.
Dr. Phil Gold and Dr. Jim Walsh are the only directors who are  independent,  as
that term is defined in Section 803 of the listing standards of the NYSE Amex.

     We have  adopted  a Code of Ethics  which is  applicable  to our  principal
executive,  financial,  and accounting  officers and persons  performing similar
functions.   The  Code  of  Ethics  is  available  on  our  website  located  at
www.biocurex.com.

Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------

     Our  directors  act as our  compensation  committee.  During the year ended
December  31,  2011  each  director  participated  in  deliberations  concerning
executive officer compensation.

     During the year ended  December 31, 2011,  none of our officers were also a
member of the  compensation  committee  or a director of another  entity,  which
other entity had one of its executive officers serving as one of our directors.

Employment Agreements
---------------------

     As of September  15, 2009,  we entered into an  employment  agreement  with
Denis R. Burger, Ph.D., our executive chairman. The employment agreement expires
on December 31, 2013. If we do not renew the employment  agreement,  we must pay
Dr. Burger twelve months  severance  pay. Under the  employment  agreement,  Dr.
Burger is responsible for performing such duties as assigned to him from time to
time by our board of  directors.  Dr. Burger is also required to devote his best
efforts to our service throughout the term of the agreement,  including devoting
at least 40 hours per month to our  affairs.  In return  for his  services,  Dr.
Burger  will  receive  an initial  annual  base  compensation  of  $100,000  and
reimbursement  for all expenses  reasonably  incurred by him in discharging  his
duties and is entitled to  participate  in any  applicable  benefit  plans.  Dr.
Burger may also receive a bonus at the discretion of the board of directors. Our
employment agreement with Dr. Burger may be terminated voluntarily by Dr. Burger
upon sixty days written notice.  We may terminate the employment  agreement upon
thirty  days  written  notice,  in which event we must pay Dr.  Burger  eighteen
months severance pay.

     As of October 1, 2009,  we entered into an  employment  agreement  with Dr.
Ricardo Moro, our chief executive officer.  The employment  agreement expires on
December 31, 2013. If we do not renew the employment agreement,  we must pay Dr.
Moro twelve months  severance pay. Under the employment  agreement,  Dr. Moro is
responsible  for performing  such duties as assigned to him from time to time by
our board of directors.  Dr. Moro is also required to devote his best efforts to
our service throughout the term of the agreement, on a full-time basis except to
the extent his services are required by Pacific  Bioscience  Research Centre. In
return  for  his  services,  Dr.  Moro  will  receive  an  initial  annual  base
compensation of $250,000 and reimbursement for all expenses  reasonably incurred
by him  in  discharging  his  duties  and  is  entitled  to  participate  in any

                                       38
<PAGE>

applicable  benefit  plans.  We will receive a credit  against Dr. Moro's annual
base  compensation for any "profit" paid to Pacific  Bioscience  Research Centre
under our services agreement with Pacific  Bioscience  Research Centre. Dr. Moro
may also  receive  a bonus at the  discretion  of the  board of  directors.  Our
employment  agreement  with Dr. Moro may be terminated  voluntarily  by him upon
sixty days written notice. We may terminate the employment agreement upon thirty
days  written  notice,  in  which  event we must pay Dr.  Moro  eighteen  months
severance pay.

ITEM 11.    EXECUTIVE COMPENSATION

Executive Compensation
----------------------

     The following table shows in summary form the compensation  received by (i)
our Chief Executive Officer (ii) our President and (iii) by each other executive
officer who received  total  compensation  in excess of $100,000  during the two
years ended December 31, 2011.

 <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         2011 $182,597    --       --         --   --    $182,597
Chief Executive Officer  2010 $148,407    --       --   $847,418   --    $995,825

Dr. Paul Slowey          2011  $35,000    --       --         --   --     $35,000
President (since
July, 2011)

Gladys Chan              2011  $69,500    --       --         --   --     $69,500
Principal Financial and  2010  $75,000    --       --    $28,247   --    $103,247
Accounting Officer (6)

Denis Burger             2011 $110,999    --       --         --   --    $110,999
Executive Chairman       2010 $104,333    --       --   $564,946   --    $669,279
</TABLE>

     (1)  The dollar value of base salary  (cash and  non-cash)  earned.  During
          2009 Dr. Moro did not receive any cash  compensation from us directly.
          We paid Pacific  BioScience  Research  Centre,  a company owned by Dr.
          Moro,  to conduct all  research on our behalf,  and Dr. Moro  received
          compensation  from PBRC.  In 2011 and 2010,  Dr. Moro  received  total
          payments of $118,480 and $101,593, respectively, from PBRC.

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

     (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.

                                       39
<PAGE>

     (5)  All other compensation received that could not be properly reported in
          any other column of the table.

     We do not have a compensation  committee.  Our directors  approve their own
compensation since decisions  regarding  compensation to be paid to our officers
and  directors  are  made by the  directors.  We do not have  any  policy  which
prohibits or limits the power of directors to approve their own compensation.

Compensation of Directors During Year Ended December 31, 2011
-------------------------------------------------------------

     The table below sets forth the compensation earned by our directors,  other
than Dr. Moro, for the fiscal year ended December 31, 2011.

                                  Paid    Stock    Option
                                   in     Awards   Awards    All other
Name                              Cash     (1)      (2)     Compensation  Total
--------------------------------------------------------------------------------

Phil Gold                         --        --         --         --        --
Jim Walsh                         --        --         --         --        --
Trent Davis                       --        --         --         --        --
Antonia Bold-de-Haughton     $72,000        --         --         --   $72,000


     (1)  The fair value of stock  issued for  services  computed in  accordance
          with ASC 718 on the date of grant.

     (2)  The fair value of options granted  computed in accordance with ASC 718
          on the date of grant.

Long-Term Incentive Plans - Awards in Last Fiscal Year
------------------------------------------------------

      None.

Employee Pension, Profit Sharing or Other Retirement Plans
----------------------------------------------------------

      None.

Stock Option and Bonus Plans
----------------------------

     We have 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
our common stock to persons that exercise  options or warrants  granted pursuant
to the Plan. Our 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

                                       40
<PAGE>

in a capital-raising transaction. The exercise price of the option or warrant is
determined by ours Board of Directors.

Stock Bonus Plan
----------------

     Under the Stock Bonus Plan, our employees, directors, officers, consultants
and  advisors are  eligible to receive a grant of our 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.

Other Information Regarding the Plans
-------------------------------------

     The Plans are  administered by our 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 our 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. Our Board of Directors may
also accelerate the date upon which any option 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 ours for the period of time a non-employee  must provide services to
us. At the  discretion  of our Board of  Directors,  payment  for the  shares of
common  stock  underlying  options may be paid through the delivery of shares of
our 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 the 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.

     Our Directors 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.  Our
Directors  may  not  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,
without shareholder approval.

                                       41
<PAGE>

     The  following  tables show the options  granted to the persons named below
during the periods  indicated.  Except as  indicated,  all options  were granted
pursuant to our Non-Qualified Stock Option Plan.

                                 Options Granted
                                 ---------------
<TABLE>
    <S>                     <C>          <C>           <C>            <C>        <C>

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

   Dr. Ricardo Moro       2/23/06      230,000      $0.001         2/28/10     230,000
   Dr. Phil Gold           2/23/06      55,000      $0.001         2/28/10      55,000
   Dr. Ricardo Moro        1/31/07     260,000      $0.001         1/31/10     260,000
   Dr. Phil Gold           1/31/07      60,000      $0.001         1/31/10      60,000
   Dr. Ricardo Moro        2/14/08     255,000      $0.001         2/28/10     255,000
   Dr. Phil Gold           2/14/08      60,000      $0.001         2/28/10      60,000
   Dr. Ricardo Moro        3/17/09   1,578,947      $0.001         3/19/11   1,578,947
   Dr. Phil Gold           3/17/09     684,210      $0.001         3/19/11     684,210
   Dr. Ricardo Moro        1/25/06     225,000      $0.001         1/31/12     225,000
   Dr. Ricardo Moro        1/25/06     450,000      $0.001         3/31/12     450,000
</TABLE>

                               Options Granted (1)
                               -------------------
<TABLE>
    <S>                     <C>          <C>           <C>            <C>        <C>

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

   Dr. Ricardo Moro        1/22/10   15,000,000       $0.074     1/22/20
   Gladys Chan             1/22/10      500,000       $0.074     1/22/20
   Antonia Bold-de-
    Haughton               1/22/10    1,000,000       $0.074     1/22/20
   Denis Burger            1/22/10   10,000,000       $0.074     1/22/20
   Dr. Phil Gold           1/22/10    1,000,000       $0.074     1/22/20
   Jim Walsh               1/22/10    1,000,000       $0.074     1/22/20
</TABLE>

     (1)  Options in this table were not granted  pursuant to our  Non-Qualified
          Stock Option Plan.

                                Options Exercised
                                -----------------

The following table shows the value realized upon the exercise of options by our
officers and  directors  during the year ended  December 31, 2011 and during the
month of January 2012.

                                          Shares
                        Date of         Acquired On    Value
   Name                 Exercise         Exercise     Realized
   ----                 --------         --------     ---------

   Dr. Ricardo Moro     3/11/11         1,578,947      $77,368
   Dr. Phil Gold        3/11/11           709,210      $34,751
   Dr.Ricardo Moro      1/20/12           675,000       $6,750

                                       42
<PAGE>


      Value Realized is determined by the different between the option exercise
price and the market price of our common stock on the date the options were
exercised.

                          Shares underlying unexercised
                                 options which are:
                          ------------------------------   Exercise  Expiration
     Name                 Exercisable      Unexercisable    Price       Date
     ----                 -----------      -------------   --------  ----------

  Dr. Ricardo Moro         650,000                           0.001     3/31/14
  Dr. Ricardo Moro      15,000,000                           0.0714    1/22/20
  Dr. Phil Gold          1,000,000                           0.0714    1/22/20
  Gladys Chan              500,000                           0.0714    1/22/20
  Antonia Bold-de-
   Haughton              1,000,000                           0.0714    1/22/20
  Denis Burger          10,000,000                           0.0714    1/22/20
  Jim Walsh              1,000,000                           0.0714    1/22/20
  Gladys Chan              161,400                           0.001     8/17/13
  Antonia Bold-de-
   Haughton                220,800                           0.001     8/17/13

     The  following  table  shows the  weighted  average  exercise  price of the
outstanding  options granted pursuant to our Non-Qualified  Stock Option Plan as
of December 31, 2011. Our Non-Qualified  Stock Option Plan has not been approved
by our 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 the
Plan category            Options          Options        First Column of This Table)
--------------------------------------------------------------------------------------

Non-Qualified Stock
     Option Plan        1,631,600        $0.001                  8,870,666
</TABLE>

     The following table shows the number of outstanding stock options and stock
bonuses  granted by us pursuant to the Plans,  as of March 31, 2012. Each option
represents the right to purchase one share of our common stock.

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

                    Total Shares                           Shares      Remaining
                      Reserved     Options     Options    Issued As  Options/Shares
Name of Plan        Under Plans  Outstanding  Exercised  Stock Bonus   Under Plans
------------        ------------ -----------  ---------  ----------- --------------

Non-Qualified Stock  22,500,000   1,631,600  11,997,734        N/A      8,870,666
  Option Plan

Stock Bonus Plan     40,000,000         N/A         N/A   19,064,884   20,935,116

Stock Option
   Agreements        28,500,000  28,500,000          --        N/A             --

</TABLE>

                                       43
<PAGE>

ITEM 12.    SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT
            AND RELATED STOCKHOLDER MATTERS.

     The following table shows, as of March 31, 2012,  information  with respect
to the  shareholdings  of (i) each person owning  beneficially 5% or more of our
common stock,  (ii) each of our officers and  directors,  and (iii) all officers
and directors as a group. Unless otherwise indicated, each owner has sole voting
and investment powers over his shares of common stock.

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

      Dr. Ricardo Moro               17,425,000          10.29%
      7080 River Road, Suite 215
      Richmond, British Columbia
      Canada  V6X 1X5

      Dr. Paul Slowey                        --              --
      7080 River Road, Suite 215
      Richmond, British Columbia
      Canada  V6X 1X5

      Gladys Chan                       661,400           0.40%
      7080 River Road, Suite 215
      Richmond, British Columbia
      Canada  V6X 1X5

      Antonia Bold-de-Haughton        1,220,800           0.73%
      7080 River Road, Suite 215
      Richmond, British Columbia
      Canada  V6X 1X5

      Dennis Burger, Ph.D            12,257,286           6.91%
      1534 SW Myrtle St.
      Portland, OR 97201

      Dr. Phil Gold                   1,000,000           1.12%
      3225 The Boulevard
      Westmount, Quebec
      Canada H3Y 1S4

      Jim Walsh                       1,714,286           1.02%
      c/o Biocurex, Inc.
      7080 River Road
      Richmond, British Columbia
      Canada V6X 1X5

                                       44
<PAGE>

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

      Trent Davis                            --              --
      811 S.W. Naito Pkwy, # 200
      Portland, OR  97204-3332

      All Officers and Directors
      as a Group (8 persons)         34,278,772          20.47%


     (1)  Includes  shares  issuable  upon the  exercise  of options or warrants
          granted to the following  persons,  all of which are exercisable prior
          to June 30, 2012.

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

       Dr. Ricardo Moro             15,650,000       .001 - .0714  3/14 - 1/20
       Gladys Chan                     661,400       .001 - .0714  8/13 - 1/20
       Antonia Bold-de-Haughton      1,220,800       .001 - .0714  8/13 - 1/20
       Denis Burger                 10,000,000       .0714 - .107  1/15 - 1/20
       Dr. Phil Gold                 1,000,000       .001 - .0714  3/11 - 1/20
       Jim Walsh                     1,000,000              .0714     1/20

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

     All  research  involving  RECAF  is  conducted  on our  behalf  by  Pacific
Bioscience  Research  Centre,  which is owned by Dr.  Ricardo  Moro,  our  chief
executive  officer and a member of our board of  directors.  We expect that PBRC
will also function as a testing  laboratory for the veterinarian  market once it
is developed.  We have an agreement  with PBRC under which we will pay PBRC fees
for  research  and  development  and general and  administrative  expenses.  The
material terms of the agreement include the following:

     o    The balance that we owed to PBRC at September 30, 2009,  approximately
          $390,000,  plus  all  accrued  and  unpaid  interest,  will be due and
          payable  on  December  31,  2014,  unless  the  agreement  is  earlier
          terminated by us without cause or by PBRC as a result of our breach of
          our monthly  payment  obligation,  in which  instances all amounts due
          PBRC will become immediately due and payable.

     o    The amount due will accrue interest at a rate equal to the prime rate.
          Interest will be payable monthly.

     o    We will pay PBRC  monthly for its  services in an amount that is equal
          to all costs incurred by PBRC in connection  with services it provides
          to us (the  "Costs")  plus a 15% cost  adjustment.  The Costs will not
          include any salary paid by PBRC to Dr. Moro.

                                       45
<PAGE>

     o    To the extent the cost adjustment in any month exceeds  $20,834,  such
          excess will reduce the amount owed by us to PBRC.

     o    PBRC will not be allowed to provide  services  to any person or entity
          other  than  us  unless  its  average  monthly  Costs  for  any  three
          consecutive  months are less than its total  expense for  salaries and
          consulting  fees  for that  three-month  period.  However,  we will be
          allowed to use other laboratories together with or in lieu of PBRC. In
          addition,  we will have the right to terminate the agreement with PBRC
          at any time upon 90 days prior written notice.

     o    PBRC has assigned to us all of its right, title and interest in and to
          all intellectual property developed or to be developed, including, but
          not limited to, know-how, processes, data and research results and all
          tangible property relating to RECAF.

     o    The initial  term of the  agreement  expires  December 31, 2013 and we
          have the right to extend the  agreement for two  additional  four-year
          terms.

     o    If we terminate  the agreement for any reason other than on account of
          a default by PBRC, then (i) we must pay PBRC a cancellation payment in
          an  amount  equal  to 15% of the  Costs  incurred  by PBRC for the six
          months preceding such termination,  (ii) we must give PBRC a perpetual
          non-exclusive  license  to our RECAF  technology  and  (iii)  PBRC may
          thereafter perform services for any person or entity.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Manning Elliott LLP, Chartered Accountants  ("Manning Elliott"),  served as
our independent  public  accountants for the fiscal year ended December 31, 2011
and 2010

     The  following  table shows the  aggregate  fees billed to us for the years
ended December 31, 2011 and 2010 by Manning Elliott.

                                                   2011           2010
                                                   ----           ----

            Audit Fees                          $55,000        $55,000
            Audit Related Fees                  $15,000         34,250
            All Other Fees                           --             --

     Audit fees represent amounts billed for professional  services rendered for
the audit of our annual  financial  statements  and the reviews of the financial
statements included in our reports on Form 10-Q for the fiscal year.

                                       46
<PAGE>

ITEM 15. EXHIBITS

Exhibit
  No.      Description
-------    -----------

1.1        Underwriting Agreement with Paulson Investment Company (1)
3.1        Articles of Incorporation as amended (2)
3.2        Bylaws, as amended (3)
4.4        Warrant Agreement with Paulson Investment Company (4)
10.1       Non-Qualified Stock Option Plan (5)
10.2       Stock Bonus Plan (6)
10.3(a)    License Agreement with Abbott Laboratories (7)
10.3(b)    Amendment to Semi-Exclusive License Agreement (4)
10.3(c)    Second Amendment to Semi-Exclusive License Agreement (7)
10.4       License Agreement with Inverness Medical Switzerland GmbH
           (portions of Exhibit 10.4 have been omitted pursuant to a request for
           confidential treatment) (4)
10.5       Agreement with Pacific BioScience Research Centre (4)
10.6       Employment Agreement with Dr. Ricardo Moro-Vidal (4)
10.7       Employment Agreement with Denis Burger, Ph.D. (4)
21.1       Subsidiaries (4)
23         Consent of Accountants
31         Rule 13a-14(a) Certifications  __________________________________
32         Section 1350 Certifications    __________________________________

Data Files The Financial statements in this amended 10-K are unchanged from
           those contained in the 10-K report which was originally  filed.  As a
           result,  interactive  data files are not included with the amended
           10-K.

     (1)  Incorporated  by  reference  to Exhibit 10.1 to our report on Form 8-K
          which was filed on January 25, 2010.

     (2)  The original  Articles of Incorporation  are incorporated by reference
          to Exhibit 3.1 of our registration statement on Form 10-SB, filed with
          the SEC on  August  5,  1999  and the  amendment  to the  Articles  of
          Incorporation is incorporated by reference to Exhibit 3.1 to a Current
          Report on Form 8-K filed on October 30, 2009.

     (3)  Incorporated by reference to Exhibit 3.2 of our registration statement
          on Form 10-SB, filed with the SEC on August 5, 1999 and to Exhibit 3.1
          to a Report on Form 8-K filed with the SEC on September 10, 2009.

     (4)  Incorporated   by  reference  to  the  same  exhibit  filed  with  our
          registration statement on Form S-1 (Commission File No. 333-162345).

     (5)  Incorporated by reference to Exhibit 4.1 of our registration statement
          on Form S-8, filed with the SEC on April 23, 2009.

                                       47
<PAGE>

     (6)  Incorporated by reference to Exhibit 4.2 of our registration statement
          on Form S-8, filed with the SEC on April 23, 2009.

     (7)  The original license agreement is incorporated by reference to Exhibit
          10.4 of Amendment  No. 2 of our  registration  statement on Form SB-2,
          filed with the SEC on November 2, 2007 and the second amendment to the
          licensing  agreement is  incorporated  by reference to Exhibit 10 to a
          Current  Report on Form 8-K/A  filed on August 15,  2008.  Portions of
          Exhibits  10.3(a) and 10.3(c) have been omitted  pursuant to a request
          for confidential treatment.

                                       48
<PAGE>




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

                        NOTES TO THE FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                                   (unaudited)


                                 BIOCUREX, INC.
                          (A Development Stage Company)
                        CONSOLIDATED FINANCIAL STATEMENTS
                           (Expressed in U.S. dollars)
                                December 31, 2011


                                      INDEX




Consolidated Balance Sheets                                                F-1

Consolidated Statements of Operations                                      F-2

Consolidated Statements of Cash Flows                                      F-3

Consolidated Statements of Stockholders' Equity (Deficit)                  F-4

Notes to the Consolidated Financial Statements                            F-14




<PAGE>


             Report of Independent Registered Public Accounting Firm


To the Directors and Stockholders
BioCurex, Inc.
(A Development Stage Company)

We have audited the accompanying  consolidated balance sheets of BioCurex,  Inc.
(A Development  Stage Company) as of December 31, 2011 and 2010, and the related
consolidated statements of operations,  cash flows and stockholders' deficit for
the years then ended and  accumulated  for the  period  from  January 1, 2001 to
December  31,   2011.   These   consolidated   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). 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.  The Company is not  required  to have,  nor were we
engaged to perform,  an audit of its internal control over financial  reporting.
An audit includes  consideration of internal control over financial reporting as
a  basis  for  designing   audit   procedures   that  are   appropriate  in  the
circumstances,  but  not  for  the  purpose  of  expressing  an  opinion  on the
effectiveness  of  internal  control  over  financial  reporting.  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 consolidated  financial statements referred to above present
fairly, in all material respects,  the financial  position of BioCurex,  Inc. (A
Development  Stage Company) as of December 31, 2011 and 2010, 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,  2011,  in  conformity  with
accounting principles generally accepted in the United States.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
consolidated financial statements,  the Company has a working capital deficiency
and has incurred  significant  operating losses since  inception.  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

Manning Elliott, LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada
March 29, 2012


<PAGE>

                                 BIOCUREX, INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                           (Expressed in U.S. dollars)

                                                   December 31,    December 31,
ASSETS                                                 2011            2010
                                                        $               $

Current Assets

    Cash                                            189,148       1,770,194
    Prepaid expenses and other                       19,371           4,623
                                                --------------------------------
Total Current Assets                                208,519       1,774,817


Debt Issue Costs (Notes 4 and 6)                     28,084          48,851
Patents (Note 3)                                    438,540         498,500
Equipment (Note 2)                                    9,467               -
                                                --------------------------------
Total Assets                                        684,610       2,322,168
                                                --------------------------------


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

    Accounts payable                                 86,027          90,022
    Derivative liability (Note 12)                   15,862         145,159
    Accrued liabilities                             361,281         359,322
    Loans payable (Note 4 (b)                        33,884          32,550
    Due to related parties (Note 5)                 647,364         434,718
    Convertible notes payable (Note 6 (a))
    to related party                                 33,885          33,885
    Convertible secured debt (Note 6 (b))           477,640               -
                                                --------------------------------
                                                  1,655,944       1,095,656

Loans payable (Note 4 (a))                          103,929          81,301
Convertible debt (Note 6 (b) and (c))                78,500         437,735
                                                --------------------------------
                                                  1,838,372       1,614,692
                                                --------------------------------

Commitments and Contingencies (Notes 1 and 13)

Subsequent Events (Note 15)

Stockholders' Equity (Deficit)
    Common stock
       Authorized: 450,000,000 shares,
       par value $0.001
       Issued and outstanding: 180,423,597 and
       179,025,264 (December 31, 2011 -
       179,025,264 and 168,188,974),
       respectively                                 179,025         168,189
    Additional paid-in capital                   25,173,736      24,474,411
    Accumulated deficit                            (114,175)       (114,175)
    Deficit accumulated during the
     development stage                          (26,392,348)    (23,820,949)
                                                --------------------------------
Stockholders' Equity (Deficit)                   (1,153,762)        707,476
                                                --------------------------------
Total Liabilities and Stockholders'
  Equity (Deficit)                                  684,610       2,322,168
                                                --------------------------------



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

                                      F-1
<PAGE>

                                 BIOCUREX, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Expressed in U.S. dollars)

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

                                                                                 Accumulated
                                                                                 During the
                                                                               Development Stage
                                                           Year Ended           January 1, 2001
                                                          December 31,          to December 31,
                                                       2011          2010            2011
                                                        $             $               $
                                                 ------------   ------------    ------------

Revenue                                              6,898               -        1,474,354

Operating Expenses

   Amortization of patents (Note 3)                108,687         103,162          436,389
   General and administrative (Note 5(a) &
   8)                                            1,108,534       2,249,000        9,455,010
   Impairment of patents                                 -               -           67,620
   Professional and consulting fees                471,611         450,092        6,071,220
   Research and development (Note 5(a))            746,246         534,363        5,525,442
                                                --------------------------------------------
Total Operating Expenses                         2,435,078       3,336,617       21,555,681
                                                --------------------------------------------
Loss From Operations                            (2,428,180)     (3,336,617)     (20,084,327)
                                                --------------------------------------------

Other Income (Expense)

   Accretion of discounts on debt                  (77,334)       (613,841)      (3,989,288)
   Amortization of debt issue costs                (24,267)        (95,076)        (786,307)
   Gain (loss) on derivative liability              25,374         816,194          126,650
   Loss on extinguishments of convertible
   debt                                                  -               -         (452,243)
   Gain (loss) sale of equity investment
   securities                                            -               -          147,991
   Gain on settlement of accounts payable                -          44,655          102,937
   Loss on sale of assets                           (5,679)              -           (5,679)
   Interest expense                                (61,313)        (65,044)      (1,811,494)
   Interest income                                       -               -          359,412

                                                --------------------------------------------
Total Other Income (Expense)                      (143,219)         86,888       (6,308,021)
                                                --------------------------------------------

Net Loss and Comprehensive Loss                 (2,571,399)     (3,249,729)     (26,392,348)


Net Loss Per Share - Basic and Diluted               (0.01)          (0.02)
                                                ----------------------------

Weighted Average Shares Outstanding             173,655,195     159,605,039
                                                ----------------------------
</TABLE>

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

                                      F-2
<PAGE>

                                 BIOCUREX, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Expressed in U.S. dollars)

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

                                                                        Accumulated During
                                                                         The Development
                                                     Year Ended               Stage
                                                    December 31,         January 1, 2001
                                                                         to December 31,
                                                 2011          2010            2011
                                             ----------------------------------------------
                                                   $            $               $
Operating Activities:
Net loss                                     (2,571,399)   (3,249,729)       (26,392,348)

Adjustments to reconcile net loss to net
 cash used in operating activities:

     Accretion of discounts on debt              82,708       613,841          4,010,683
     Allowance for uncollectible notes
     receivable                                       -             -             98,129
     Amortization of patents & equipment        109,739       103,162            437,441
     Amortization of debt issue costs            24,267        95,076            810,574
     Gain on extinguishments of debt                  -             -            374,909
     Gain on sale of assets                       5,674                            5,674
     Gain on write off accounts payable               -       (44,655)          (102,937)
     Loss (gain) on sale of investment
     securities                                       -             -           (253,065)
     Loss from impairment of patents                  -             -             67,620
     Gain (loss) on derivative liability        (25,373)     (816,194)          (126,649)
     Stock-based compensation                   516,577     1,680,221          8,259,336

Changes in operating assets and liabilities:

     Notes and interest receivable                    -             -             (6,296)
     Prepaid expenses and other                 (14,748)        3,757             16,324
     Accounts payable & accrued liabilities     105,336      (454,567)         1,820,752
     (Decrease) in related party                212,648      (159,389)           161,237
     Deferred revenue                                 -             -           (162,000)
     Subscriptions receivable                         -             -           (100,683)
     Unrealized foreign exchange gain
                                             ----------------------------------------------
Net Cash Used in Operating Activities        (1,554,571)   (2,228,477)       (11,081,299)
                                             ----------------------------------------------

Investing Activities:
     Net Proceeds from notes receivable               -             -              1,171
     Patent costs                               (48,728)     (130,198)          (738,081)
     Proceeds from sale of investment
     securities                                       -             -            451,123
     Proceeds from sale / purchase of
     equipment, net                             (16,195)            -            (16,195)
                                             ----------------------------------------------
Net Cash Provided by (Used in) Investing        (64,923)     (130,198)          (301,982)
 Activities
                                             ----------------------------------------------

Financing Activities:
     Due to related parties                           -             -            552,281
     Proceeds from loans payable                      -        32,549            607,549
     Repurchase of shares                       (20,000)                         (20,000)
     Repayment on loans payable                       -      (450,000)          (450,000)
     Proceeds from convertible debt              78,500             -          3,718,243
     Repayment on convertible debt              (18,840)   (1,186,700)        (2,419,791)
     Deferred financing costs                         -       (94,851)          (769,487)
     Debt issue costs                            (3,500)            -            (92,944)
     Proceeds from shares issued of common
     stock                                            -     6,461,400          9,962,872
     Proceeds from the exercise of stock
     options and warrants                         2,288         1,392          1,150,204
     Share issuance costs                             -      (761,526)          (909,049)
                                             ----------------------------------------------
Net Cash Provided by Financing Activities        38,448     4,002,264         11,329,878
                                             ----------------------------------------------
Net Increase (Decrease) in Cash              (1,581,046)    1,643,589            (53,403)
Cash - Beginning of Year                      1,770,194       126,605            242,551
                                             ----------------------------------------------
Cash - End of Year                              189,148     1,770,194            189,148
                                             ----------------------------------------------
Non-cash Investing and Financing Activities:
     Share issued to settle debt                174,796       127,200          1,284,677
     Units issued as share issuance costs             -       939,771            939,771
     Treasury shares acquired for note
     receivable                                  20,000             -             20,000
     Note payable converted into common
     shares                                           -             -          1,594,021
                                             ----------------------------------------------
Supplemental Disclosures:
       Interest paid                             55,311        63,700            760,598
       Income taxes                                   -             -                  -
                                             ----------------------------------------------
</TABLE>


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

                                      F-3
<PAGE>


                                 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, 2011
                           (Expressed in U.S. dollars)
<TABLE>
<S>                       <C>       <C>        <C>        <C>         <C>        <C>      <C>       <C>        <C>          <C>

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   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>

                                      F-4
<PAGE>

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

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

Balance - December
 31, 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 compensation        -         -           -          -           -    141,667        -          -           -     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>

                                      F-5
<PAGE>

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

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   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>

                                      F-6
<PAGE>

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

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   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>

                                      F-7
<PAGE>

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

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   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              -         -      67,829          -           -          -        -          -           -      67,829
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   7,099,095     85,962           -          -  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>

                                      F-8
<PAGE>

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

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

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
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-9
<PAGE>

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

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

Balance,
 December 31, 2006  40,425,615     40,425  10,027,813           -           -          -  72,872   (114,175) (9,598,868)    428,067

Issuance of common
stock for services:
 January 2007 -
  $0.62 per share      135,000        135      83,565           -           -          -       -          -           -      83,700
 August 2007 -
  $0.63 per share       15,873         16       9,984           -           -          -       -          -           -      10,000
 August 2007 -
  $0.56 per share       17,857         18       9,982           -           -          -       -          -           -      10,000
 December 2007 -
  $0.72 per share       57,142         57      41,085           -           -          -       -          -           -      41,142
 December 2007 -
  $0.62 per share       10,488         10       6,492           -           -          -       -          -           -       6,502
 December 2007 -
  $0.53 per share      223,000        223     117,967           -           -          -       -          -           -     118,190
Issuance of common
stock for debt
settlement:
 May 2007 -
  $0.65 per share      100,000        100      55,900           -           -          -       -          -           -      56,000
 Jul 2007 -
  $0.62 per share      100,000        100      61,900           -           -          -       -          -           -      62,000
Issuance of common
stock for cash:
 June 2007 -
  $0.45 per share      220,000        220      98,780           -           -          -       -          -           -      99,000
 May 2007 -
  $0.43 per share       23,256         23       9,977           -           -          -       -          -           -      10,000
 April 2007 -
  $0.45 per share       35,000         35      15,715           -           -          -       -          -           -      15,750
Share issuance costs         -          -     (11,188)          -           -          -       -          -           -     (11,188)
Fair value of stock
 options granted             -          -     412,545           -           -          -       -          -           -     412,545
Issuance of common
stock pursuant to
the exercise of
warrants for cash:
 March 2007 -
  $0.15 per share      266,667        267      39,733           -           -          -       -          -           -      40,000
 March 2007 -
  $0.17 per share      266,667        267      45,067           -           -          -       -          -           -      45,334
Fair value of
 warrants issued             -          -      22,106           -           -          -       -          -           -      22,106
Issuance of common
 stock pursuant to
 the cashless
 exercise of
 warrants
 (December 2007)       246,710        247        (247)          -           -          -       -          -          -            -
Fair value of
 warrants issued
 with convertible
 debt                        -  1,426,381           -           -           -          -       -          -           -   1,426,381
Intrinsic value
 of beneficial
 conversion feature
 on convertible debt         -          -   1,426,381           -           -          -       -          -           -   1,426,381
Unrealized loss on
 investment securities       -          -           -           -           -          - (115,061)        -           -    (115,061)
Net loss for the year        -          -           -           -           -          -        -         -  (3,354,319) (3,354,319)
                    -----------   --------  ----------  ----------  ----------  --------- ------- ---------- ----------- -----------
Balance,
 December 31, 2007  42,143,275     42,143  13,899,938           -           -          -  (42,189) (114,175)(12,953,187)    832,530
                    ===========   ======== ===========  ==========  ==========  ========= ======== ========= =========== ===========
</TABLE>

                                      F-10
<PAGE>


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

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

Balance,
 December 31, 2007  42,143,275     42,143  13,899,938           -           -          - (42,189)  (114,175)(12,953,187)    832,530

Issuance of common
stock for services:
 December 2008 -
  $0.17 per share       36,000         36       6,084           -           -          -       -          -           -       6,120
 December 2008 -
  $0.15 per share      469,914        470      70,017           -           -          -       -          -           -      70,487
Issuance of common
stock for debt
settlement:
 January 2008 -
  $0.53 per share      100,000        100      52,900           -           -          -       -          -           -      53,000
 April 2008 -
  $0.70 per share      125,000        125      87,375           -           -          -       -          -           -      87,500
Issuance of common
stock for cash:
 March 2008 -
  $0.60 per share      200,000        200     119,800           -           -          -       -          -           -     120,000
 June 2008 -
  $0.43 per share      230,000        230      98,670           -           -          -       -          -           -      98,900
Exercise of stock
 options at $0.001
 per share              33,333         33           -           -           -          -       -          -           -          33
Fair value of
 stock options
 granted                     -          -     372,848           -           -          -       -          -           -     372,848
July 2008, fair
 value of warrants
 issued for services         -          -      27,150           -           -          -       -          -           -      27,150
Exercise of warrants
 at $0.19 per share     84,210         84      15,916           -           -          -       -          -           -      16,000
Fair value of
 warrants/options
 modified                    -          -     252,799           -           -          -       -          -           -     252,799
Notes payable
 converted into
 common shares at
 $0.60 per share       291,667        292     174,708           -           -          -       -          -           -     175,000
Common stock
 subscribed - $0.15
 per share                   -          -           -      40,050           -          -       -          -           -      40,050
Unrealized loss
 on investment
 securities                  -          -           -           -           -          -   26,660         -           -      26,660

Net loss for the year        -          -           -           -           -          -        -         -  (4,113,985) (4,113,985)
                    -----------   --------  ----------  ----------  ----------  --------- ------- ---------- ----------- -----------
Balance,
 December 31, 2008  43,713,399     43,713   15,178,205     40,050           -          -  (15,529) (114,175)(17,067,172) (1,934,908)
                    ===========   ======== ===========  ==========  ==========  ========= ======== ========= =========== ===========

</TABLE>

                                      F-11
<PAGE>

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

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

Balance,
 December 31, 2008  43,713,399     43,713   15,178,205     40,050           -          -  (15,529) (114,175)(17,067,172) (1,934,908)
------------------------------------------------------------------------------------------------------------------------------------
Issuance of common
 stock for Services:
Jan 2009 - $0.16
  per share             56,000        56        8,904          -           -          -        -         -           -        8,960
Feb 2009 - $0.14
  per share            639,142       639       88,841          -           -          -        -         -           -       89,480
Apr 2009 - $0.08
 per share             418,060       418       33,445          -           -          -        -         -           -       33,863
May 2009 - $0.05 -
 $0.08 per share       819,480       819       58,739          -           -          -        -         -           -       59,558
Jun 2009 - $0.06 -
 $0.09 per share     1,116,932     1,117       70,514          -           -          -        -         -           -       71,631
Jul 2009 - $0.082
  per share            379,452       380       30,735          -           -          -        -         -           -       31,115
Sep 2009 - $0.06 -
  $0.082 per share   3,070,820     3,070      211,263          -           -          -        -         -           -      214,333

Issuance of common
 stock for Debt
 Settlement:
Jan 2009 - $0.16 -
 $0.24 per share       181,250       181       40,819          -           -          -        -         -           -       41,000
Feb 2009 - $0.08
 per share             (33,333)      (33)      (2,633)         -           -          -        -         -           -       (2,666)
Apr 2009 - $0.09
 per share             250,000       250       22,250          -           -          -        -         -           -       22,500
May 2009 - $0.08
 per share             125,000       125        9,875          -           -          -        -         -           -       10,000
Jul 2009 - $0.075 -
 $0.08 per share       750,000       750       56,750          -           -          -        -         -           -       57,500
Dec 2009 - $0.12
 per share             300,000       300       35,700          -           -          -        -         -           -       36,000
Issuance of common
 stock for Cash:
Jan 2009 - $0.60
 per share             267,000       267       39,783    (40,050)          -          -        -         -           -            -
Jan 2009 - $0.13
 per share             307,892       308       39,692          -           -          -        -         -           -       40,000
Apr 2009 - $0.05
 per share           2,900,000     2,900      142,100          -           -          -        -         -           -      145,000
Aug 2009 - $0.05
 per share           1,000,000     1,000       49,000          -           -          -        -         -           -       50,000
Sep 2009 - $0.05
 per share             400,000       400       19,600          -           -          -        -         -           -       20,000
Sep 2009 - $0.05
 per share             500,000       500       24,500          -           -          -        -         -           -       25,000
Sep 2009 - $0.07
 per share             500,000       500       34,500                      -          -        -         -           -       35,000
Finder fees on
 financing                   -         -      (12,500)         -           -          -        -         -           -      (12,500)
Issuance of common
 stock pursuant to
 the exercise of
 stock options:
Fair Value of
 options granted             -         -      324,650          -           -          -        -         -           -      324,650
Issuance of common
 stock pursuant to
 the exercise of
 stock options and
 warrants             2,070,000     2,070           -          -           -          -        -         -           -        2,070
Fair value of
 warrants granted             -         -      71,389          -           -          -        -         -           -       71,389
Fair value of
 warrants modified            -         -      66,423          -           -          -        -         -           -       66,423
Issuance of common
 stock pursuant to
 the conversion of
 notes payable
Sep 2009 - $0.014
 per share - $0.073
 per share            5,116,818     5,117     555,827          -           -          -        -          -           -     560,944
Issuance of common
stock of Bridge loan  8,214,293     8,214     279,286          -           -          -        -          -           -     287,500
Share issue cost of
 Bridge loan                  -         -      (1,335)         -           -          -        -          -           -      (1,335)
Comprehensive income -
 unrealized gain              -         -     369,241          -           -          -   15,529          -           -      15,529
Net loss of the year ended
December 31, 2009             -         -           -          -           -          -        -          -  (3,504,048) (3,504,048)
                     ----------- ---------  ----------  ---------  ----------  --------- -------- ---------- ----------- -----------
Balance,  December
 31, 2009 restated   73,062,207    73,061   17,845,563         -           -          -        -   (114,175)(20,571,220) (2,766,771)
                     ----------- ---------  ----------  ---------  ----------  --------- -------- ---------- ----------- -----------
</TABLE>

                                      F-12
<PAGE>


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


                                                                                                              Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $
Balance,  December
 31, 2009,
 restated           73,062,205     73,061   17,845,563         -            -          -       -  (114,175) (20,571,220) (2,766,771)
------------------------------------------------------------------------------------------------------------------------------------
Issuance of common
 stock for services:
 Feb 2010 - $0.07
  per share            200,000        200       13,800         -            -          -       -         -            -      14,000
 Nov 2010 - $0.05
  per share            800,000        800       43,200         -            -          -       -         -            -      44,000
Issuance of common
 stock for debt
 settlement:
 Feb 2010 - $0.07
  per share          1,157,143      1,157       79,843         -            -          -       -         -            -      81,000
 Jun 2010 - $0.06
  per share            420,000        420       24,780         -            -          -       -         -            -      25,200
 Sep 2010 - $0.06
  per share            350,000        350       20,650         -            -          -       -         -            -      21,000
Issuance of common
 stock for cash:
 Jan 2010 - $0.0714
  per share         90,459,600     90,460    6,370,940         -            -          -       -         -            -   6,461,400
Finder fees &
 Shares issue costs
 on financing                -          -   (1,546,238)        -            -          -       -         -            -  (1,546,238)
Issuance of common
 stock pursuant to
 the exercise of
 stock options:
 Feb 2010 - $0.001
  per share            920,000        920            -         -            -          -       -         -            -         920
 Apr 2010 - $0.001
  per share            284,000        284            -         -            -          -       -         -            -         284
 Sep 2010 - $0.001
  per share            188,300        189            -         -            -          -       -         -            -         189
Fair value of options
 granted                     -          -    1,598,845         -            -          -       -         -            -   1,598,845
Issuance of common
 stock pursuant to
 the exercise of
 warrants for cash:
 Warrants exercised
  with cashless        347,727        348         (348)        -            -          -       -         -            -           -
 feature
Fair value of
 warrants modified           -          -       23,376         -            -          -       -         -            -      23,376
Net loss for the
 year ended
 December 31, 2010           -          -             -        -            -          -       -         -   (3,249,729) (3,249,729)
                  ------------------------------------------------------------------------------------------------------------------
Balance, December
 31, 2010          168,188,916    168,189    24,474,411        -            -          -       -  (114,175) (23,820,949)    707,476
                  ------------------------------------------------------------------------------------------------------------------

</TABLE>

                                      F-13
<PAGE>
<TABLE>
<S>                         <C>    <C>          <C>       <C>         <C>      <C>       <C>       <C>        <C>          <C>


                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $
Balance,  December
31, 2010             168,188,975   168,189   24,474,411       -        -        -          -     (114,175)  (23,820,949)   707,476
-----------------------------------------------------------------------------------------------------------------------------------

Issuance of common
stock for services:
 Feb 2011 - $0.07      1,000,000     1,000     69,000         -        -        -          -            -             -     70,000
 per share
 Apr 2011 - $0.05        150,000       150      7,350         -        -        -          -            -             -      7,500
 per share
 Jun 2011 - $0.035       300,000       300     10,200         -        -        -          -            -             -     10,500
 per share
 Jun 2011 - $0.04      2,500,000     2,500     97,500         -        -        -          -            -             -    100,000
 per share
 Jul 2011  - $0.036      750,000       750     26,250         -        -        -          -            -             -     27,000
 per share
 Sept 2011 - $           833,333       833     21,667         -        -        -          -            -             -     22,500
 0.027 per share
 Oct 2011- $0.032        833,333       833     25,833         -        -        -          -            -             -     26,666
 per share
 Oct 2011 - $0.05      1,200,000     1,200     58,800         -        -        -          -            -             -     60,000
 per share
 Nov 2011 - $0.02        166,666       167      3,167         -        -        -          -            -             -      3,334
 per share
 Nov 2011- $0.02         814,800       815     15,482                                                                       16,297
 per share
 Nov 2011 - $ 0.020      833,334       833     15,833         -        -        -          -            -             -     16,666
 per share

Issuance of common
 stock pursuant to
 the exercise of
 stock options:
 Apr 2011 - $0.001     2,288,157     2,288          -         -        -        -          -            -             -      2,288
 per share
Issuance of common
 stock pursuant to
 the exercise of
 warrants for cash:
 Fair value of                                367,410         -        -        -          -            -             -    367,410
 options granted
 Repurchase of
 shares to settle       (833,334)     (833)   (19,167)        -        -        -          -            -             -    (20,000)
 loan receivable
Net loss for the
year ended December
31, 2011                       -         -          -         -        -        -          -            -    (2,571,399) (2,571,399)
                     ----------------------------------------------------------------------------------------------------------
Balance,  December   179,025,264   179,025 25,173,736         -        -        -          -     (114,175)  (26,392,348) (1,153,763)
31, 2011
                     ----------------------------------------------------------------------------------------------------------
</TABLE>

                                      F-14
<PAGE>


1. NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS


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  products based on patented and  proprietary
technology  in the area of cancer  diagnostics.  The  Company  is  considered  a
development stage enterprise as defined by Financial  Accounting Standards Board
("FASB")  Accounting  Standards  Codification  ("ASC")  915,  Development  Stage
Entities. On October 31, 2008, the Company incorporated BioCurex China Co., Ltd.
("Biocurex China"), a wholly-owned subsidiary in China. On December 8, 2009, the
Company incorporated  OncoPet Diagnostics Inc., a wholly-owned  subsidiary under
the laws of the State of Colorado.

The consolidated 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  for the next twelve  months.  Management  plans to
obtain additional funds through the sale of its securities.  However there is no
assurance of additional  funding being  available.  As at December 31, 2011, the
Company has a working capital deficit of $(1,447,425) and accumulated  losses of
$26,392,348  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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These  consolidated  financial  statements  and related  notes are  presented in
accordance with accounting  principles  generally accepted in the United States,
and are  expressed in U.S.  dollars.  These  consolidated  financial  statements
include the accounts of the Company and its wholly-owned subsidiaries,  BioCurex
China and OncoPet Diagnostics Inc. The Company's fiscal year-end is December 31.

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 valuation
of patent costs, stock-based compensation,  financial instrument 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  differences  between the estimates  and the actual  results,
future results of operations will be affected.

                                      F-15
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

Registration Payment Arrangements

The Company accounts for registration rights arrangements and related liquidated
damages provisions under FASB ASC 815-40, Derivatives and Hedging - Contracts in
Entity's own Entity,  which  addresses an issuer's  accounting for  registration
payment  arrangements.  ASC 815-40 defines a registration payment arrangement as
an  arrangement  where  the  issuer  i) will  endeavor  to  file a  registration
statement  for the  resale  of  financial  instruments,  have  the  registration
statement  declared  effective,  or maintain its  effectiveness and ii) transfer
consideration to the counterparty if the registration  statement is not declared
effective or its effectiveness is not maintained.

ASC 815-40  requires  the  contingent  obligation  to make  future  payments  or
otherwise  transfer  consideration  under a  registration  payment  arrangement,
whether issued as a separate agreement or included as a provision of a financial
instrument  or other  agreement,  to be  separately  recognized  and measured in
accordance with ASC 450, Contingencies.

Research and Development Costs

Research and development costs are charged to operations as incurred.

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  ASC  830,   Foreign  Currency
Translation  Matters  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 and Chinese Renminbi.

Revenue Recognition

The Company recognizes  revenue in accordance with ASC 605 Revenue  Recognition,
Revenue is recognized only when the price is fixed or  determinable,  persuasive
evidence of an arrangement exists, the service is performed,  and collectability
is  reasonably  assured.  The  Company's  revenue  since  the  inception  of the
development stage consist of clinic test sales, diagnostic kit sales and license
fees related to the licensing and use of its RECAF(TM) technology.

                                      F-16
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Long-lived Assets

In accordance  with ASC 360,  Property  Plant and  Equipment,  the Company tests
long-lived assets or asset groups for  recoverability  when events or changes in
circumstances  indicate  that  their  carrying  amount  may not be  recoverable.
Circumstances  which  could  trigger a review  include,  but are not limited to:
significant  decreases  in the market  price of the asset;  significant  adverse
changes  in the  business  climate  or  legal  factors;  accumulation  of  costs
significantly in excess of the amount originally expected for the acquisition or
construction of the asset; current period cash flow or operating losses combined
with a history of losses or a forecast of continuing  losses associated with the
use of the asset;  and current  expectation that the asset will more likely than
not be sold or disposed  significantly  before the end of its  estimated  useful
life.

Recoverability  is assessed  based on the  carrying  amount of the asset and its
fair value which is generally  determined  based on the sum of the  undiscounted
cash flows  expected  to result  from the use and the  eventual  disposal of the
asset, as well as specific appraisal in certain instances. An impairment loss is
recognized when the carrying amount is not recoverable and exceeds fair value.

Fair Value of Financial Instruments

The  Company's  financial  instruments  consist  principally  of cash,  accounts
payable,  derivative  liability,  loans  payable,   convertible  notes  payable,
convertible debt and amounts due to related parties. These financial instruments
are valued in accordance with ASC 820, Fair Value  Measurements  and Disclosures
and ASC 825, Financial Instruments. See Note 11.

Income Taxes

The Company  accounts for income taxes using the asset and  liability  method in
accordance with ASC 740, Income Taxes.  The asset and liability  method provides
that deferred tax assets and  liabilities are recognized for the expected future
tax consequences of temporary  differences  between the financial  reporting and
tax bases of assets  and  liabilities,  and for  operating  loss and tax  credit
carryforwards.  Deferred  tax  assets and  liabilities  are  measured  using the
currently enacted tax rates and laws that will be in effect when the differences
are  expected to reverse.  The Company  records a valuation  allowance to reduce
deferred  tax assets to the amount that is  believed  more likely than not to be
realized.

Stock-based Compensation

The  Company  records  stock-based  compensation  in  accordance  with  ASC 718,
Compensation  - Stock  Compensation,  and ASC 505-50,  Equity-Based  Payments to
Non-Employees  using the fair value method.  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.

Comprehensive Income

ASC 220,  Comprehensive  Income  establishes  standards  for the  reporting  and
display of comprehensive income and its components in the financial  statements.
During the year ended  December 31, 2011 and 2010, the Company had no items that
represent other comprehensive loss, and therefore has not included a schedule of
comprehensive loss in the financial statements.

                                      F-17
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basic and Diluted Net Loss per Share

The Company  computes net loss per share in accordance with ASC 260 Earnings Per
Share  which  requires  presentation  of basic  earnings  per share and  diluted
earnings per share.  The  computation of basic earnings per share is computed by
dividing income available to common stockholders by the weighted-average  number
of outstanding common shares during the period. Diluted earnings per share gives
effect to all potentially  dilutive common shares outstanding during the period.
The  computation  of  diluted  EPS  does  not  assume  conversion,  exercise  or
contingent  exercise of securities  that would have an  anti-dilutive  effect on
earnings. As of December 31, 2011, the Company had approximately  151,382,620 of
potentially  dilutive  securities,   including  options,   warrants  and  equity
instruments  related to convertible  notes payable and convertible  debt, all of
which were  anti-dilutive  since the Company  incurred  losses  during the years
ended December 31, 2011 and 2010.

Patents

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 estimated remaining life of the patents.

Property and Equipment

Property and  equipment are recorded at cost less  amortization,  whereby in the
year of acquisition  only half a year of amortization  is applied.  Property and
equipment  consist of lab  equipment  acquired  during the year of $10,519  less
amortization of $1,052 (5 years straight-line),  for an ending net book value of
$9,467.

Reclassifications

Certain  reclassifications  have  been  made  to the  prior  period's  financial
statements to conform to the current period's presentation.

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting  Standards Update (ASU) No. 2010-06,
Improving Disclosures about Fair Value Measurements,  which amends the ASC Topic
820, Fair Value  Measures and  Disclosures.  ASU No.  2010-06  amends the ASC to
require  disclosure of transfers  into and out of Level 1 and Level 2 fair value
measurements,  and also  requires more  detailed  disclosure  about the activity
within Level 3 fair value  measurements.  The new disclosures and clarifications
of existing  disclosures were effective for interim and annual reporting periods
beginning  after  December  15,  2009,  except  for the  disclosures  concerning
purchases,  sales, issuances, and settlements in the roll forward of activity in
Level 3 fair value  measurements.  Those  disclosures  were effective for fiscal
years  beginning  after December 15, 2010, and for interim  periods within those
fiscal years. This guidance requires expanded disclosures only, and did not have
a material impact on the Company's financial statements.

The  Company  has  implemented  all new  accounting  pronouncements  that are in
effect.  These  pronouncements did not have any material impact on the financial
statements  unless  otherwise  disclosed,  and the Company does not believe that
there are any other new  accounting  pronouncements  that have been  issued that
might have a material impact on its financial position or results of operations.


                                      F-18
<PAGE>

3. PATENTS

Patents  relate to developing  the method for diagnostic and treatment of cancer
using  a new  cancer  marker  called  "RECAF."  The  Company  has  filed  patent
applications in 23 countries with ongoing applications currently being prepared.
As of December 31,  2011,  the Company had received  patent  approval  from five
countries and the European patent office. Additions made after December 31, 2011
will have an estimated  remaining life of approximately  four years. The Company
intends to apply for extensions in the future.

A schedule of the patents is as follows:


                                                     December 31,   December 31,
                                                         2011          2010
                                                           $            $

   Patents                                              866,178        817,451
   Less:
   Accumulated amortization                            (427,638)      (318,951)
   ----------------------------------------------------------------------------

   Net Carrying Value                                   438,540        498,500
   ----------------------------------------------------------------------------




Amortization  expense totaled $108,687 and $103,162 for the years ended December
31, 2011 and 2010, respectively.

The estimated future amortization expense is as follows:

                                     $

                  2012            108,687
                  2013            108,687
                  2014            108,687
                  Thereafter      112,479
                               --------------
                                  438,540
                               --------------

                                      F-19
<PAGE>

4.    LOANS PAYABLE

a)   On September 21, 2009, the Company  completed a private  placement in which
     it sold  three  promissory  notes  in the  aggregate  principal  amount  of
     $125,000 and 1,785,715 shares of its common stock for an aggregate purchase
     price of $125,000.

     The  promissory  notes  bear  interest  at a rate  of 10% per  annum.  Both
     interest and principal are payable on January 31, 2013.

     The aggregate  purchase price for the units was allocated  equally  between
     the notes and shares  contained in each Unit based on their  relative  fair
     value.  The relative  fair value  assigned to the shares  totaled  $62,500.
     These  amounts were  recorded as a notes  discount and will be amortized as
     interest expense over the term of the promissory notes.

     During the year ended of December  31, 2011,  the Company paid  interest in
     the  amount of  $12,500  (2010 - $ 12,466)  and  recorded  $14,470  (2010 -
     $15,538) as the accretion  expense related to these promissory notes. As at
     December 31, 2011, the carrying value of these notes was $103,929 (December
     2010 - $81,301).

     During year ended  December 31, 2011, the Company  expensed  $3,044 (2010 -
     $73,853)  of the debt issue  costs  related  to  promissory  notes,  and at
     December  31,  2011,  the balance of debt issue costs was $3,303  (December
     2010 - $6,347).

b)   During the year ended December 31, 2011, the Company received a net advance
     of 213,244 RMB (US $33,884)  (December 31, 2010 - 207,325 RMB (US $32,530))
     from BioCurex China's Agent. The advance is non-interest bearing, unsecured
     and due on demand.

5. RELATED PARTY TRANSACTIONS AND BALANCES



                                                       December 31, December 31,
                                                          2011        2010
                                                            $            $

   Due to Pacific BioSciences Research Centre Inc.     595,548       417,734
     and Company's President (a)
   Due to Company's Chairman (b)                        29,386        12,054
   Due to a former officer (c)                           4,930         4,930
   Due to Company's Director (d)                        17,500             -
   -----------------------------------------------------------------------------
                                                       647,364       434,718
   -----------------------------------------------------------------------------

a)   The Company's research and development is performed by Pacific  BioSciences
     Research  Centre  ("Pacific").  Pacific  is  100%  owned  by the CEO of the
     Company.  During  the  year  ended  December  31,  2011 and  2010,  Pacific
     performed  research and  development for the Company valued at $667,959 and
     $479,778, respectively.

     Pacific  also  provided  administrative  services  during  the  year  ended
     December 31, 2011 and 2010, valued at $239,682 and $198,230,  respectively.
     During the year ended December 31, 2011, and 2010, Pacific charged interest
     of $8,495 and $8,904,  respectively,  calculated  at the bank prime rate on
     the monthly  balance  owed. In 2011,  the Company  issue 814,800  shares of
     common stock to the  employees of Pacific to settle  $16,296 of the related
     party  balance  owing to  Pacific.  As at December  31, 2011 and 2010,  the
     amount due to Pacific  was  $533,048  and  $405,688,  respectively,  and is
     unsecured and due on demand.

     On September  15,  2009,  the Company  entered  into an agreement  with the
     Company's  CEO to provide  management  services  for a fee of $250,000  per
     annum. During year ended December 31,

                                      F-20
<PAGE>

5. RELATED PARTY TRANSACTIONS AND BALANCES (continued)


     2011,  the Company  incurred  $250,000 (2010 - $250,000) for the management
     services of which  $62,500  remains  unpaid as of December 31,  2011(2009 -
     $12,054).

b)   On September  15,  2009,  the Company  entered  into an agreement  with the
     Company's Chairman to provide management services for a fee of $100,000 per
     annum based on 40 hours per month. During the year ended December 31, 2011,
     the Company incurred $110,999 (2010 - $140,333) for management services. As
     at December 31, 2011, the Company is indebted to the Company's Chairman for
     $29,386 of management fees and miscellaneous expense (2010 - $12,054).

c)   The balance represents $4,930 owing to a former officer which is unsecured,
     non-interest bearing and due on demand (2010 - $4,930).

d)   During 2011,  Company  incurred $17,500 in consulting fees to a director of
     the Company, of which $17,500 was outstanding at year end (2010 - $nil).

6.    CONVERTIBLE NOTES AND DEBT

a)   As of September 30, 2011, one $33,885 (2010 - $33,885)  convertible note is
     outstanding which is payable to a related party. The note bears interest at
     5% annum, is unsecured and due on demand.

     Under the convertibility terms of the notes payable, the principal,  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 at $0.17 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.

b)   As at December 31, 2011,  the Company has  convertible  secured  notes (the
     "Notes") in the principal amount of $544,460. The Notes bear interest at an
     annual rate of prime (as adjusted monthly on the first business day of each
     month)  plus  2.75% per year,  payable  in arrears on the first day of each
     month.  The Notes are due and payable on December  31, 2012 and are secured
     by substantially all of the Company's  assets. At the holders' option,  the
     Notes are  convertible  into  shares  of the  Company's  common  stock at a
     conversion  price  of $0.13  per  share.  The  embedded  conversion  option
     contains a reset  provision  that can cause an adjustment to the conversion
     price if the Company issues an equity  instrument  that does not qualify as
     an Exempt Issuance at a price lower than the initial  conversion  price. An
     Exempt Issuance is defined as:

          i.   shares or options  issued to  employees  of Biocurex for services
               rendered  pursuant  to any stock or option  plan  adopted  by the
               Directors of Biocurex, not to exceed 500,000 shares or options in
               any year;

          ii.  options  issued to officers or directors  of  Biocurex,  provided
               that the number of options issued during any twelve-month  period
               may not exceed 500,000;

          iii. shares or  options  issued  at fair  market  value  for  services
               rendered to independent consultants, limited to 500,000 shares or
               options in any year;

          iv.  restricted equity securities sold for cash, provided that no more
               than  500,000  restricted  equity  securities  can be sold in any
               year, the restricted  equity  securities cannot be registered for
               public  sale,  and  the  restricted  equity  securities,  and the
               exercise  price of any  warrants,  cannot be less than 75% of the
               market price of BioCurex's common stock;

          v.   shares  issued to any note  holder in  payment  of  principal  or
               interest;

          vi.  shares sold to any note holder;

                                      F-21
<PAGE>

6.          CONVERTIBLE NOTES AND DEBT (continued)

          vii. securities  issued  upon  the  conversion  of  the  Notes  or the
               exercise of the Warrants;

          viii. securities  issued upon the  conversion of notes or the exercise
               of options or warrants  issued and  outstanding on June 25, 2007,
               provided  that the  securities  have not been amended to increase
               the  number  of such  securities  or to  decrease  the  exercise,
               exchange or conversion price of the securities.

     Due to  this  provision,  the  embedded  conversion  option  qualifies  for
     derivative accounting under ASC 815-15 (See Note 12).

     The  following  table  summarizes  the changes in the Notes during the year
     ended December 31, 2011:

                                                                        Carrying
                                                Principal   Discount      Value
                                                    $          $            $
                                                --------------------------------
        Balance, December 31, 2009              1,750,000   (551,001) 1,198,999
        Principal repayments                   (1,186,700)         - (1,186,700)
        Accretion of discount on convertible            -    425,436    425,436
         debt
                                                --------------------------------
        Balance, December 31, 2010                563,300   (125,565)   437,735
        Principal repayments                      (18,840)         -    (18,840)
        Accretion  of discount  on  convertible         -     58,745     58,745
         debt
                                                --------------------------------
        Balance, December 31, 2011                544,460    (66,820)
                                                --------------------------------


     During the year ended December 31, 2011, the Company expensed $21,223 (2010
     - $21,223) of the debt issue costs related to these convertible  notes. The
     balance of debt issue costs at December 31, 2011 is $21,281  (December  31,
     2010 - $42,504).

c)   On December  15, 2011 the Company  sold a  convertible  note in a principal
     amount of $78,500 to a private investor.  The note bears interest at 8% per
     year and is payable on or before March 19, 2013. At any time after June 15,
     2012 the note can be converted into shares of our common stock.  The number
     of shares to be issued upon any  conversion  will be determined by dividing
     the  principal  amount  to  be  converted  by  the  conversion  price.  The
     conversion  price is 58% of the average of the lowest five  Trading  Prices
     for our common  stock  during  the ten  trading  day  period  ending on the
     trading day prior to the date the note is converted.  "Trading Price" means
     the closing bid price of the Company's common stock on the Over-the-Counter
     Bulletin Board. The conversion  feature hasn't been separated from the loan
     because it does not provide for net settlement until convertible.

     On the issuance of the  convertible  note, the Company  incurred  $3,500 in
     debt issuance  costs.  These costs were  capitalized  and will be amortized
     over the life of the note.

                                      F-22
<PAGE>

7. COMMON STOCK

For the year ended December 31, 2011:

a)   In February  2011,  the Company  issued 500,000 shares of common stock to a
     vendor of $35,000.

b)   In February  2011,  the Company  entered  into a consulting  agreement  for
     investor  relation  consulting  services  ending May 31, 2011.  The Company
     issued  500,000  restricted  common shares with an estimated  fair value of
     $35,000.

c)   In April 2011, the Company issued 2,288,157 shares of common stock pursuant
     to stock options exercised at $0.001 per share.

d)   In April  2011,  the Company  issued  150,000  shares of common  stock to a
     scientist with an estimated fair value of $7,500 for consulting services.

e)   In June  2011,  the  Company  issued  300,000  shares of common  stock to a
     scientist with an estimated fair value of $10,500 for consulting services.

f)   In June 2011,  the Company  issued  2,500,000  shares of common  stock to a
     vendor to settle a $87,500 retainer owing for consulting services.

g)   In July,  2011,  the Company  issued  750,000  shares of common  stock to a
     vendor with an estimated fair value of $27,000 for consulting services.

h)   In September,  2011, the Company issued 833,333 shares of common stock to a
     vendor with an estimated fair value of $22,500 for consulting services.

i)   In October,  2011,  the Company  issued 833,333 shares of common stock to a
     vendor with an estimated fair value of $26,667 for consulting services.

j)   In October,  2011, the Company issued 1,200,000 shares of common stock to a
     vendor to settle a $36,000 retainer owing for consulting services.

k)   In November,  2011,  the Company issued 833,334 shares of common stock to a
     vendor with an estimated fair value of $16,667 for consulting services.

l)   In November,  2011,  the Company  issued  814,800 shares of common stock to
     three employees of a related party, in order to settle $16,296 of a related
     party loan.

m)   In November,  2011, the Company  repurchased 833,334 shares of their common
     stock from a scientist in order to settle a $20,000 note  receivable  per a
     loan agreement entered into with the scientist in September 2011.

n)   In November,  2011,  the Company issued 166,666 shares of common stock to a
     scientist with an estimated fair value of $3,334 for consulting services.

                                      F-23
<PAGE>

7. COMMON STOCK (continued)

For the year ended December 31, 2010: (continued)

     In January 2010, the Company  entered into an  Underwriting  Agreement with
     Paulson  Investment  Company  ("Paulson"),  as  representative  of the  two
     underwriters  named  therein.  Pursuant  to the terms of such  Underwriting
     Agreement,  Paulson  agreed to underwrite the offer and sale by the Company
     of 1,200,000  units,  each unit  consisting  of 70 shares of the  Company's
     common stock and 70 redeemable common stock purchase warrants. Each warrant
     allows the holder to  purchase  one common  share of the Company for $0.107
     per share for a term expiring on January 19, 2015. In addition, the Company
     issued the  underwriters  a 45-day option to purchase an additional  92,280
     units to cover over-allotments.  The underwriters agreed to offer the units
     to the public at $5.00 per unit.  As  compensation  for the  services to be
     provided to the  underwriters in connection with the offering of the units,
     the Company agreed to a 9% underwriting commission for $581,526 in cash. In
     addition,   the   Company   agreed  to  pay   $180,000  to  Paulson  for  a
     non-accountable expense allowance,  and issue  "Representative's  Warrant",
     with an estimated fair value of $939,771 which allows the  underwriters  to
     purchase  up to  120,000  units at $6.00 per unit for a term of five  years
     expiring  January 19, 2015 (see note 10).  The offer and sale of all of the
     units,  including  the units covered by the  over-allotment  option and the
     Representative's  Warrant,  all of the shares and warrants  included in the
     units as well as the Representative's Warrant are covered by a registration
     statement  on Form S-1 filed by the  Company  under the  Securities  Act of
     1933,  as amended,  which was  declared  effective  by the  Securities  and
     Exchange  Commission  on January 19,  2010.  Pursuant to the Form S-1,  the
     Company  issued a total of  90,459,600  shares and  90,459,600  warrants on
     January 28, 2010.

a)   In February  2010,  the Company  issued 800,000 shares of common stock to a
     vendor to settle account payable of $56,000.

b)   In February  2010,  the Company  issued 200,000 shares of common stock to a
     vendor for $14,000 of services.

c)   In February 2010, a total of 920,000 stock options were exercised at $0.001
     per share.

d)   In  February  2010,  the  Company  issued  347,727  shares of common  stock
     pursuant to the cashless  exercise of 1,275,000  warrants by a note holder.
     This  exercise  was based on the cashless  exercise  provision of the stock
     purchase warrant.

e)   In February  2010,  the Company  issued 357,143 shares of common stock to a
     vendor to settle account payable of $25,000.

f)   In April 2010, a total of 284,000  stock  options were  exercised at $0.001
     per share.

g)   In June 2010, the Company issued 420,000 shares of common stock to a vendor
     to settle $25,200 of accounts payable.

h)   In September  2010,  a total of 188,300  stock  options  were  exercised at
     $0.001 per share.

i)   In September  2010,  the Company issued 350,000 shares of common stock to a
     vendor to settle $21,000 of accounts payable.

j)   In November  2010,  the Company issued 800,000 shares of common stock to an
     investor relations company for their consulting services at a fair value of
     $44,000.

                                      F-24
<PAGE>

8. STOCK-BASED COMPENSATION

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.  On November 30, 2010, the Company increased
the number of shares issuable  pursuant to this plan from  10,500,000  shares to
20,000,000  shares with 4,347,666 common shares available for future issuance as
of December 31, 2011.

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.  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.

On November  30,  2010,  the  Company  increased  the number of shares  issuable
pursuant to this plan from 17,500,000 shares to 22,500,000 shares with 8,870,666
common shares available for future issuance as of December 31, 2011.

Management Stock Options

In 2010, the Company granted  28,500,000 stock options to five directors and one
officer at an exercise  price of $0.0714 per share.  The stock options expire on
December  31, 2020.  Holders of the  management  stock  options may exercise the
options by paying the exercise  price to the Company or on a cashless basis upon
the  approval  of the  Company's  board of  directors.  Should  the  options  be
exercised  on a cashless  basis,  the Company  will issue  common  shares of the
Company with a market value equal to the  intrinsic  value of the options at the
close of trading on the date of exercise.  The management stock options were not
issued  under the  Company's  Non-Qualified  Stock Option Plan and as at July 1,
2010,  the Company filed a  registration  statement  under the Securities Act of
1933 to register the underlying  shares.  Accordingly,  any shares issuable upon
the exercise of these options will be free trading securities.

                                      F-25
<PAGE>

8. STOCK-BASED COMPENSATION (continued)

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

Weighted
                                                Weighted   Average
                                                Average   Remaining   Aggregate
                                                Exercise Contractual  Intrinsic
                                   Number of     Price       Life        Value
                                     Shares        $       (Years)         $
   -----------------------------------------------------------------------------
   Outstanding, December 31, 2009   5,987,057      0.001        1.65     652,589

   Granted                         28,500,000     0.0714
   Exercised                       (1,392,300)     0.001
   -----------------------------------------------------------------------------
   Outstanding, December 31, 2010  33,094,757      0.062        7.98     294,064

   Exercised                       (2,288,157)     0.001
   -----------------------------------------------------------------------------
   Outstanding, December 31, 2011  30,806,600      0.066        7.56      20,759
   -----------------------------------------------------------------------------
   Exercisable, December 31, 2011  21,306,600      0.064        7.33      20,759
   -----------------------------------------------------------------------------


As at December 31, 2011,  there was $16,856 of unrecognized  compensation  costs
related to non-vested  share-based  compensation  arrangements granted which are
expected to be recognized  within a year. The compensation cost of shares vested
was  $367,410  and  $1,610,095  for the years ended  December 31, 2011 and 2010,
respectively.  Compensation cost has been included in general and administration
expense in the statement of operations.

A summary of the status of the Company's  non-vested  options as of December 31,
2011, and changes during the year end of December 31, 2011, is presented below:


                                              Number of     Weighted Average
     Non-vested                                Options       Exercise Price
     -----------                               -------       --------------

   Non-vested at December 31, 2009           1,453,900              0.0010
   Granted                                  28,500,000              0.0714
   Vested                                  (10,953,900)             0.0621

   Non-vested at December 31, 2010          19,000,000              0.0714

   Vested during period                     (9,500,000)             0.0714
   ---------------------------------------------------------------------------

   Non-vested at December 31, 2011           9,500,000              0.0714
   ===========================================================================

9. SHARE PURCHASE WARRANTS

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

                                                             Weighted Average
                                       Number of shares       Exercise Price
      -------------------------------------------------------------------------
      Balance, December 31, 2009          16,952,811               0.14

      Issued                              90,459,600              0.107
      Exercised                           (1,275,000)              0.08(1)
      Expired                             (1,945,277)              0.19
      -------------------------------------------------------------------------
      Balance, December 31, 2010                                  0.134
         Expired                          (5,027,804)              0.12
      -------------------------------------------------------------------------
      Balance, December 31, 2011          99,164,330              0.134
      -------------------------------------------------------------------------

(1)  In  February  2010,  the  Company  issued  347,727  shares of common  stock
     pursuant to the cashless exercise of 1,275,000 warrants by a prior director
     of the Company.  This exercise is in accordance with the cashless  exercise
     provision of the stock purchase warrant. (see note 7(e) and note 8)

                                      F-26
<PAGE>

9. SHARE PURCHASE WARRANTS (continued)

     As at December  31,  2011,  the  following  share  purchase  warrants  were
outstanding:

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

             1,000,000             $0.25             30-Apr-2012

             2,000,000             $0.11              1-Apr-2012

             2,204,730             $0.08             26-Aug-2014

             3,500,000             $0.14             27-Jun-2012
            90,459,600             $0.11          19-Jan-2015(1)
      ----------------------
            99,164,330
      ----------------------

(1)  The public  warrants are  exercisable  at any time before January 19, 2015.
     The  Company  may redeem  some or all of the public  warrants at a price of
     $0.003 per warrant by giving the  holders not less than 30 days'  notice at
     any time the common stock closes,  as quoted on the Bulletin  Board,  at or
     above $0.143 per share for five consecutive trading days.

10. UNIT PURCHASE WARRANTS

On January  28,  2010,  the  Company  issued a warrant in  conjunction  with the
Underwriting Agreement described in Note 7(a). The warrant had an estimated fair
value of $939,771 and it allows the underwriters to purchase up to 120,000 units
at $6.00 per unit for a term of five  years from  January  19,  2015.  Each unit
consists of 70 shares of common stock and 70 warrants to purchase  shares of the
Company's  common stock at an exercise price of $0.107 per share. As at December
31, 2011, the 120,000 unit purchase warrants were outstanding.


11. FAIR VALUE MEASUREMENTS

ASC 825 defines  fair value as the price that would be received  from selling an
asset or paid to transfer a liability in an orderly  transaction  between market
participants at the measurement  date. In determining  fair value for assets and
liabilities  required or  permitted  to be  recorded at fair value,  the Company
considers the principal or most  advantageous  market in which it would transact
and it considers assumptions that market participants would use when pricing the
asset or liability.

Fair Value Hierarchy

ASC 825  establishes a fair value  hierarchy that requires an entity to maximize
the use of observable  inputs and minimize the use of  unobservable  inputs when
measuring  fair value.  ASC 825  establishes  three levels of inputs that may be
used to measure fair value.

     Level 1

     Level 1 applies to assets and liabilities for which there are quoted prices
     in active markets for identical assets or liabilities. Valuations are based
     on quoted  prices  that are readily and  regularly  available  in an active
     market and do not entail a significant degree of judgment.

     Level 2

     Level 2 applies to assets and  liabilities  for which  there are other than
     Level 1  observable  inputs  such as quoted  prices for  similar  assets or
     liabilities  in active  markets,  quoted  prices  for  identical  assets or
     liabilities in markets with insufficient volume or infrequent  transactions
     (less active  markets),  or model-derived  valuations in which  significant
     inputs are observable or can be derived  principally  from, or corroborated
     by, observable market data.


                                      F-27
<PAGE>


11. FAIR VALUE MEASUREMENTS (continued)

     Level 2 instruments  require more management  judgment and  subjectivity as
     compared to Level 1 instruments. For instance:

     Determining  which  instruments  are most similar to the  instrument  being
     priced requires management to identify a sample of similar securities based
     on the coupon rates,  maturity,  issuer, credit rating and instrument type,
     and subjectively  select an individual security or multiple securities that
     are deemed most similar to the security being priced. Determining whether a
     market is considered active requires management judgment.

     Level 3

     Level 3 applies to assets and liabilities for which there are  unobservable
     inputs to the valuation methodology that are significant to the measurement
     of the fair value of the assets or liabilities.  The  determination of fair
     value for Level 3  instruments  requires the most  management  judgment and
     subjectivity.


Assets  and  liabilities  measured  at fair  value  on a  recurring  basis  were
presented on the Company's consolidated balance sheet as of December 31, 2011 as
follows:


                                      Fair Value Measurements Using
                               Quoted
                              Prices in
                               Active     Significant
                             Markets For     Other    Significant
                              Identical    Observable Unobservable Balance as of
                             Instruments     Inputs     Inputs     December 31,
                              (Level 1)    (Level 2)   (Level 3)      2010
                             ---------------------------------------------------
   Assets:
   Cash equivalents          $    189,148  $        -  $        -  $    189,148
   -----------------------------------------------------------------------------
   Total assets measured at  $    189,148  $        -  $        -  $    189,148
   fair value
   -----------------------------------------------------------------------------
   Liabilities:
   Derivative liability      $         -   $        -  $   15,862  $     15,862
   -----------------------------------------------------------------------------
   Total liabilities         $         -   $        -  $   15,862  $     15,862
   measured at fair value
   -----------------------------------------------------------------------------

                                      F-28
<PAGE>

12.  DERIVATIVE LIABILITIES

The embedded  conversion  option in the  Company's  note  described in Note 6(b)
contains a reset provision that can cause an adjustment to the conversion  price
if the  Company  issues  certain  equity  instruments  at a price lower than the
initial   conversion  price.  The  fair  value  of  these  liabilities  will  be
re-measured  at the end of every  reporting  period and the change in fair value
will be reported in our  consolidated  statement of operations as a gain or loss
on derivative financial instruments.

The following table summarizes the change in derivative liabilities for the year
ended December 31, 2011 and 2010:

                                                                           $
   -----------------------------------------------------------------------------
   Derivative Liabilities at December 31, 2009                        1,019,503
   Settlement of derivative liabilities                                 (58,150)
   Change in fair value of derivative liabilities                      (816,194)
   -----------------------------------------------------------------------------
   Derivative Liabilities at December 31, 2010                          145,159
   -----------------------------------------------------------------------------
   Settlement of derivative liabilities                                (103,923)
   Change in fair value of derivative liabilities                       (25,374)
   -----------------------------------------------------------------------------
   Derivative liabilities at December 31, 2011                           15,862
   -----------------------------------------------------------------------------

The Company used the  Black-Scholes  option  pricing model to value the embedded
conversion  feature  using the following  assumptions:  number of options as set
forth in the convertible note agreements;  no expected dividend yield;  expected
volatility ranging from 99% - 175%;  risk-free interest rates ranging from 0.16%
- 1.98% and expected terms based on the contractual term.

13.     COMMITMENTS AND CONTINGENCIES

a)   On April 4, 2006,  the Company  entered into a consulting  agreement with a
     term of nine  months  for  consideration  of 75,000  common  shares.  As of
     December 31, 2011,  the Company had 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, 2011,  the Company had issued  37,500  common  shares and 37,500 common
     shares are still owed to the consultant.

c)   BioCurex China has entered into a lease agreement with a third party with a
     term from February 15, 2009 to February 1, 2012 in  consideration of 78,200
     RMB (approximately $11,885 USD) to be paid annually.

                                      F-29
<PAGE>

14. INCOME TAXES

The  Company  has  adopted the  provisions  of ASC 740,  "Accounting  for Income
Taxes".  Pursuant  to ASC 740 the  Company  is  required  to  compute  tax asset
benefits for net operating losses carried forward.  The potential benefit of net
operating  losses  have  not  been  recognized  in  the  consolidated  financial
statements because the Company cannot be assured that it is more likely than not
that it will utilize the net operating losses carried forward in future years.

The Company has incurred operating losses of approximately $16,515,585 which, if
unutilized, will expire through to 2031. Future tax benefits, which may arise as
a  result  of these  losses,  have not  been  recognized  in these  consolidated
financial  statements,  and have  been  offset  by a  valuation  allowance.  The
following  table  lists the fiscal year in which the loss was  incurred  and the
expiration date of the loss.

          Year                              Net     Expiration
          Incurred                          Loss       Date

          2000                         $     24,052   2020
          2001                              793,976   2021
          2002                              231,928   2022
          2003                            1,120,379   2023
          2004                            1,400,412   2024
          2005                            1,645,391   2025
          2006                            1,888,080   2026
          2007                            2,327,750   2027
          2008                            1,050,348   2028
          2009                            2,221,456   2029
          2010                            1,731,526   2030
          2011                            2,080,287   2031
                                         -----------
                                       $ 16,515,585
                                         -----------

The Company is subject to United  States  federal and state  income  taxes at an
approximate rate of 35%. The reconciliation of the provision for income taxes at
the United States federal  statutory  rate compared to the Company's  income tax
expense as reported is as follows:

                                                  Year Ended      Year Ended
                                                 December 31,    December 31,
                                                     2011            2010
                                                      $                $

   Income tax recovery at statutory rate              899,990        1,137,405

   Accretion of discount on debt                      (27,067)        (214,844)
   Derivative gain/loss                                 8,880          285,668
   Stock based compensation                          (128,593)        (567,778)
   Financing costs                                     (8,493)         (33,277)
   Other                                                    -           15,630
   Expiry of losses                                         -          (31,483)
   Valuation allowance change                        (744,717)        (591,321)
   ----------------------------------------------------------------------------
   Provision for income taxes                               -                -

                                      F-30
<PAGE>

14. INCOME TAXES (continued)

The  significant  components of deferred income tax assets and liabilities as at
December 31, 2011 and 2010 are as follows:

                                                  December 31,     December 31,
                                                      2011             2010
                                                        $                $
                                                  ------------------------------

   Net operating loss carryforward                   5,780,455        5,052,354
   Intangible assets                                    68,629           52,012
   Valuation allowance                              (5,849,084)      (5,104,366)
   -----------------------------------------------------------------------------
   Net deferred income tax asset                             -                -
   -----------------------------------------------------------------------------

15.   SUBSEQUENT EVENTS

a)   In  February  2012,  the  Company  issued  675,000  shares of common  stock
     pursuant to stock options exercised at $0.001 per share.

b)   In February 2012, the Company issued  1,500,000 shares of common stock to a
     vendor with an estimated fair value of $15,000 for consulting services.

c)   In February 2012, the Company  issued  1,141,700  shares of common stock to
     three  employees of a related party with an estimated fair value of $11,417
     to settle a related party loan.

d)   In February 2012, the Company sold a convertible note in a principal amount
     of $42,500 to a private  investor.  The note bears  interest at 8% per year
     and is payable on or before  February 19, 2013. At any time after August 7,
     2012 the note can be converted into shares of our common stock.

e)   In March 2012,  the Company  issued  1,500,000  shares of common stock to a
     vendor with an estimated fair value of $15,000 for consulting services.

f)   In March 2012,  the Company  issued 770,850 shares of common stock to three
     employees  of a related  party with an  estimated  fair value of $15,417 to
     settle a related party loan.

                                      F-31
<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 28th day of August, 2012.


                                     BIOCUREX, INC.

                                     By: /s/ Ricardo Moro
                                        -------------------------------------
                                        Dr. Ricardo Moro - Principal Executive
                                        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
----------------------          Principal Executive        August 28, 2012
Dr. Ricardo Moro                Officer and a Director


/s/ Paul Slowey
----------------------          President and Director     August 28, 2012
Paul Slowey


/s/ Gladys Chan
----------------------------    Principal Finanical and    August 28, 2012
Gladys Chan                     Accounting Officer

/s/ Denis Burger
----------------------          Executive Chairman and     August 28, 2012
Denis Burger, Ph.D.             a Director


/s/ Phil Gold
----------------------          Director                   August 28, 2012
Dr. Phil Gold
<PAGE>



                                 BIOCUREX, INC.


                                    FORM 10-K

                                    EXHIBITS




<PAGE>