SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
 (Mark One)

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

For the Fiscal Year Ended December 31, 2008
OR
( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

Commission File No. 0-26947

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

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

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

Registrant's telephone number, including area code: (866) 884-8669
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: 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 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,
2008, was approximately $18,220,000.

As of March 25, 2009, the Registrant had 44,823,458 issued and outstanding
shares of common stock.

Documents Incorporated by Reference:   None


<PAGE>

ITEM 1.  DESCRIPTION OF BUSINESS

     Whispering Oaks International,  Inc., d/b/a Biocurex, Inc. was incorporated
in Texas in December 1997.

      In February 2001, Biocurex issued 1,950,000 shares of its common stock to
acquire a U.S. patent, several foreign patents and other intellectual property
which related to the early detection of cancer from Lagostar Trading S.A.

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

o    Canadian patent application related to the RECAF(TM) technology;

o    proprietary technology related to the RECAF(TM) technology; and

o    cash in the amount of $129,032.


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

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

Cancer Detection Kits
---------------------

      A principal goal of cancer research and treatment is to accurately and
timely diagnose cancer. One way to diagnose cancer is by differentiating cancer
cells from healthy cells with the aid of certain molecules (markers) that are
present on cancer cells but not on healthy cells. Biocurex owns patents and
other intellectual property relating to technology that utilizes these markers
to accurately and timely detect cancer. Biocurex's technology relates
specifically to the RECAF(TM) marker, which is one of the markers that is only
present on cancer cells. The RECAF(TM) marker and Biocurex's related technology
can be used in blood and tissue tests to aid in determining if a patient has
cancer. These tests can also be used on a regular basis for the early detection
of recurring cancer, thereby allowing a more effective treatment of cancer
patients. The RECAF(TM) marker has been found in all cancerous tissues studied,
including breast, lung, stomach and prostate tissues.

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


                                       2
<PAGE>

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

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

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

      The FDA lists the Histo-RECAF(TM) kit as a Class I medical device in its
listing database. As a Class I medical device the Histo-RECAF(TM) kits may be
sold in the United States as a staining test for AFP receptors (a.k.a.
RECAF(TM)) in tissues. However, until the Histo-RECAF(TM) kit is approved by the
FDA as a 510K diagnostic device, the Histo-RECAF(TM) kit may only be marketed in
the United States as a device which can be used as an adjunct to standard light
microscopy staining methods to aid in the identification of cancer in breast and
axillary node tissues.



                                       3
<PAGE>

      Due to the costs involved in manufacturing and marketing, Biocurex plans
to license the Histo-RECAF(TM) technology to third parties or bring the
Histo-RECAF(TM) technology to market through a joint venture with a third party.
As of September 30, 2008, Biocurex had not sold any Histo-RECAF(TM) test kits
and did not have any licensing or joint venture agreements with respect to its
Histo- RECAF(TM) technology.

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

      Biocurex believes that a significant market exists for a screening assay
which can detect multiple cancers from a blood (serum) sample. As a result,
since March 2002 Biocurex's research and development efforts have been focused
on the development of a serum-based screening assay based upon Biocurex's
RECAF(TM) technology.

      The potential market for a serum assay is hard to define, but market
statistics confirm that there are over 100 million serum tumor marker
(screening) tests performed every year. However, most of the assays are specific
to a particular cancer and suffer from poor sensitivity and specificity. As an
example, assay sales for CEA - Carcino Embryonic Antigen, a relatively
insensitive assay for colorectal cancer are estimated to be over $300 million US
dollars annually.

      Since 2004 Biocurex performed over 120,000 tests on over 4,000 serum
samples. Results of these clinical studies have shown the serum RECAF test to
have an 80-90% sensitivity for a variety of cancers, with a 95% specificity for
lung, breast, stomach and ovary cancers. These tests have shown that Biocurex's
serum-RECAF assay performs much better than competing technologies in detecting
prostate cancers and discriminating between malignant and benign lesions.

      In March 2005, Biocurex signed a license agreement with Abbott
Laboratories. Under terms of the licensing agreement, Abbott obtained worldwide,
semi-exclusive rights to market and sell products using Biocurex's RECAF(TM)
technology. The license agreement requires Abbott to pay Biocurex royalties
based on the net sales price of any product incorporating the RECAF(TM)
technology.


                                       4
<PAGE>

      The license agreement will end on the last to occur of either the
expiration of the last patent pertaining to the RECAF(TM) technology or the date
on which Abbott no longer uses the RECAF(TM) technology in any of its products.
However, Abbott may terminate the license agreement earlier on 90 days notice to
Biocurex. Biocurex may terminate the license agreement earlier only if,
following 60 days notice, Abbott fails to pay any royalties which are not in
dispute.

      In April 2008 Biocurex and Abbott amended the license agreement. The
amendment relieves 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. Biocurex will continue the development of a
chemoluminescence based serum RECAF test in its own facilities. At any time, and
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, Biocurex will receive a
higher royalty on any RECAF products that may be sold by Abbott. Biocurex also
obtained the right to terminate the license at any time if Abbott, following
90-days notice from Biocurex, does not agree to resume research and development
efforts with respect to the licensed technology.

      In January 2008 Biocurex entered into a licensing agreement with Inverness
Medical Innovations, Inc. Under terms of the agreement, Inverness obtained the
worldwide, semi-exclusive rights to commercialize products using Biocurex's
RECAF technology. The agreement includes payment to Biocurex of up-front fees,
annual minimum royalties and royalties on any product sales.

      Inverness may terminate the License Agreement on 30 days notice written
notice to Biocurex, provided that:

     o    All initial licensing fees must nevertheless be paid; and

     o    If the License  Agreement is  terminated  by Inverness  without  cause
          after the first  commercial  sale of a product  subject to the License
          Agreement, an amount equal to the greater of $300,000 or the royalties
          payable to Biocurex  during the twelve  month period prior to the date
          of termination.

      In March 2006 Biocurex began modifying its serum RECAF test so that the
test would be a "colorimetric" or chemoluminescent test that does not require
the use of radioactivity. The chemoluminescent test is the format used by many
automated high throughput instruments such as the Architect(TM) system from
Abbott.

      In a study on 68 early stage (I & II) prostate cancer serum samples,
presented at an international cancer conference in late 2006, Biocurex's RECAF
chemoluminescent blood test detected 71% of cancers, while commercial PSA tests
detected less than 30% of cancers using the same samples. As of September 30,
2008 Biocurex:

     o    had  prepared  all  documents  describing  the  protocols  required to
          produce the required  reagents and assays by clinical  laboratories or
          licenses, and


                                       5
<PAGE>

     o    was working on improvements to the test to reduce its cost and improve
          its shelf life.

      Since February 2007 Biocurex has been working on the development of a
point-of-care or rapid test for cancer. The test, which is similar in appearance
to a dip-stick pregnancy test, is intended to be used by physicians in their
office as a first step in detecting cancer. As of September 30, 2008 Biocurex
had further advanced the development of the dip stick and had tested
approximately 400 serum samples.

      As of March 25, 2009 Biocurex was:

     o    Continuing with the development of its colorimetric test;

     o    Continuing with the development of its point-of-care test; and

     o    Investigating  the  feasibility  of using  its  RECAF(TM)  marker as a
          target for drugs or therapies which destroy cancer cells.

      The license agreements with Abbott and Inverness are semi-exclusive.
Biocurex is currently attempting to license serum RECAF(TM) technology to
another diagnostic firm that has the financial capability to complete the
research and clinical studies necessary to obtain clearance from the FDA and
other regulatory authorities as well as to manufacture and commercialize the
technology.

      In October 2008 Biocurex formed a wholly-owned subsidiary in China. The
subsidiary, named "Biocurex Inc. China" will be used to manufacture, market and
distribute Biocurex's RECAF tests in China.

Research and Development
------------------------

      Pacific BioSciences conducts all research relating to the technology under
development by Biocurex. Pacific BioSciences is owned 100% by Dr. Ricardo Moro.
Pacific BioSciences billed the following amounts to Biocurex for research and
development; year ended December 31, 2006 - $544,460; year ended December 31,
2007 - $651,009; and year ended December 31, 2008 - $674,326. The amounts billed
to Biocurex represent the costs incurred by Pacific BioSciences plus 15%. As of
December 31, 2008, Biocurex owed Pacific Biosciences $328,269 for research and
for general and administrative expenses paid by Pacific Biosciences on behalf of
Biocurex.

      Pacific Biosciences conducts research for Biocurex in accordance with
research protocols and expenditures approved on a monthly basis by Dr. Moro and
Dr. Wittenberg both of whom are executive officers of Biocurex. As of March 25,
2009, Biocurex did not have any written agreement with Pacific BioSciences
concerning research performed on behalf of Biocurex.

      In May 2003, a group of Japanese physicians/scientists agreed to test an
improved Histo-RECAF(TM) kit on stomach cancer tissues to determine the kit's
ability to accurately detect cancer cells. The Japanese research teams conducted
the tests on a voluntary basis and without charge to Biocurex. Biocurex supplied
the research teams, free of charge, with the chemicals required for the tests.


                                       6
<PAGE>

In April 2004, Biocurex received notice that approximately 83% of the cancer
tissues stained with the Histo-RECAF(TM) kit were clearly positive and
distinguishable from normal specimens with a microscope. To the knowledge of
Biocurex, no other stomach cancer marker matches these results. These results
were published in a peer-reviewed scientific journal (In Vitro Diagnostic
Technology) in December 2005.

Patents
-------

      Biocurex's technology is protected by a United States patent which expires
in 2014 and by patents in Australia, Russia, and China which expire in 2015.
Biocurex has also filed patent applications in Canada and 22 other foreign
countries.

Competition
-----------

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

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

Government Regulation
---------------------

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

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

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


                                       7
<PAGE>

under rigidly controlled conditions in order to establish lack of toxicity and a
safe dosage range.

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

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

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

      Medical device regulation is based on classification of the device into
three classes, I, II, or III. Class III medical devices are regulated much like
drugs, whereas Class I and II devices have less stringent data requirements than
drugs and do not require clinical trials for FDA clearance. Products submitted
to the FDA for clearance as medical devices can refer to the safety and
effectiveness of medical devices which perform similar functions to products
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,
such medical device will normally receive FDA clearance upon a showing that the
device is substantially equivalent to the other approved medical devices. In the
case of the Histo-RECAF(TM) kit, Biocurex provided the FDA with reports from
pathologists who have used the kit and also provided the FDA with a collection
of tissues stained with the kit. The FDA lists the Histo-RECAF(TM) kit as a
Class I medical device in its device listing database. Biocurex expects that its


                                       8
<PAGE>

Cryo-RECAF(TM) kit will also be classified as a Class I medical device. Biocurex
anticipates that its serum assay, if successfully developed, will be classified
as a Class II medical device.

      Biocurex's strategy is to license its cancer detection kits and its serum
assay to third parties which will be responsible for any further regulatory
approvals. However, any licensee of Biocurex may not be successful in obtaining
additional clearances or approvals from any regulatory authority with respect to
Biocurex's cancer detection kits or its serum screening assay. The lack of
regulatory approval for Biocurex's products will prevent the sale of these
products. Delays in obtaining regulatory approval or the failure to obtain
regulatory approval in one or more countries may have a material adverse impact
upon Biocurex's operations.

Employees
---------

     As of March 25, 2009  Biocurex's  only employee was Dr.  Ricardo Moro.  Dr.
Moro is an officer and director of Biocurex.

      As mentioned elsewhere in this report, Pacific BioSciences conducts all
research relating to the technology under development by Biocurex. Employees of
Pacific BioSciences also provide most of the administrative and accounting
services required by Biocurex. As of December 31, 2008 Pacific BioSciences had
ten full time employees. These employees devote substantially all of their time
to research conducted on behalf of Biocurex as well as administrative matters
relating to both Biocurex and Pacific BioSciences. Dr. Moro considers himself to
be a full time employee of Pacific BioSciences, despite the time he devotes to
Biocurex.

ITEM 2.  PROPERTIES

      Biocurex's offices are located at 7080 River Road, Suite 215 Richmond,
British Columbia, and consist of 5,000 square feet of space. Biocurex's offices
are rented on a month-to-month basis for $4,895 per month. Biocurex rents its
office space from Pacific Bioscience, a company owned by Dr. Ricardo Moro.

ITEM 3.  LEGAL PROCEEDINGS

      Biocurex is not involved in any legal proceedings.

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

      Not applicable.

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

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


                                       9
<PAGE>

      Shown below is the range of high and low quotations for Biocurex's common
stock for the periods indicated as reported by the National Association of
Securities Dealers, Inc. The market quotations reflect inter-dealer prices,
without retail mark-up, markdown or commissions and may not necessarily
represent actual transactions.

         Quarter Ending                High             Low
         --------------                ----             ---

            3/31/07                    $0.71           $0.57
            6/30/07                    $0.67           $0.56
            9/30/07                    $0.82           $0.46
           12/31/07                    $0.70           $0.55

            3/31/08                    $0.75           $0.53
            6/30/08                    $0.65           $0.44
            9/30/08                    $0.43           $0.17
           12/31/08                    $0.25           $0.14

      As of March 25, 2009, there were approximately 120 record holders of
Biocurex's 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.

      Note 8 to the financial statements included as part of this report lists
the shares of Biocurex's common stock which were issued during the year ended
December 31, 2008. With the exception of the shares described in subparagraphs
a, g and j, Biocurex 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 8 during the year ended December 31, 2008. The shares described in
subparagraphs a, g and j of Note 8 were registered by means of a registration
statement on Form S-8.

      During the year ended December 31, 2008 Biocurex did not purchase any
shares of its 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,
2008 none of the officers or directors of Biocurex, nor any of its principal
shareholders, purchased, on behalf of Biocurex, 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 25, 2009 Biocurex had 44,823,458 outstanding shares of common
stock. The following table lists additional shares of Biocurex's common stock
which may be issued as the result of payment of note principal or interest with
shares of Biocurex's common stock or as the result of the exercise of
outstanding options or warrants or the conversion of notes:


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<PAGE>


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

   Shares issuable upon conversion of notes or as
     payment of principal on the notes                    2,833,333        A

   Shares issuable upon exercise of warrants              3,500,000        A

   Shares issuable as payment of interest on the notes    1,000,000        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.                                    6,153,157        C

   Shares issuable upon exercise of warrants granted to
      Biocurex's officers, directors, employees,
      financial consultants and private investors         5,291,851        D

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

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


      A. On June 29, 2007, Biocurex sold convertible notes, plus warrants, to
private investors for $3,000,000. The notes are due and payable on June 29, 2010
and are secured by substantially all of Biocurex's assets. At the holder's
option the notes are convertible into shares of Biocurex's common stock at a
conversion price of $0.60. As of March 25, 2009 the outstanding principal
balance of the notes was $1,955,000.

      The warrants allow the holders to purchase up to 3,500,000 shares of
Biocurex's common stock at a price of $0.25 per share at any time prior to June
29, 2012.

      In the event the closing price of Biocurex's common stock is $1.20 or
greater for ten consecutive trading days, the holders will be required to
exercise the warrants relating to the 3,500,000 shares of Biocurex's common
stock. Following the exercise of the warrants, Biocurex will issue to the
holders new warrants, which will entitle the holders to purchase 1,750,000
shares of Biocurex's 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.


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<PAGE>

      The actual number of shares issuable upon the conversion of the notes or
upon the exercise of the warrants may increase as the result of future sales of
Biocurex's common stock at prices below either the note conversion price or
warrant exercise price, as the case may be.

      At Biocurex's election and under certain conditions, Biocurex may use
shares of its 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 Biocurex's common stock is below the then
applicable conversion price of the notes.

      To the extent Biocurex uses its 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
Biocurex sells any additional shares of its common stock prior to the date the
notes are paid or converted or the date the warrants are exercised or expire.

      See Biocurex's 8-K reports filed on June 29, 2007 and February 6, 2009 for
more detailed information concerning the notes and warrants.

B. Pursuant to the terms of a consulting agreement with the Sales Agent,
Biocurex issued the Sales Agent warrants to purchase 937,500 shares of
Biocurex's common stock as consideration for services the Sales Agent provided
in connection with the sale of Biocurex's 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 to two of its employees 234,375 warrants each.

C. Options are exercisable at prices between $0.001 and $0.75 per share and
expire at various dates between January 2010 and March 2014.

D. Warrants in this category were not granted pursuant to Biocurex's
Non-Qualified Stock Option Plan. The warrants are exercisable at prices between
$0.12 and $0.90 per share and expire between October 2008 and July 2012.

E. During 2003 Biocurex sold convertible notes in the principal amount of
$529,813 to six private investors. The notes bear interest at 5% per year and
are due and payable five years from the respective dates of the notes. Each note
may, at the option of the holder, be converted at any time into shares of
Biocurex's common stock. The number of shares to be issued upon the conversion
of any note is equal to the amount determined by dividing (i) the principal
amount to be converted by (ii) the conversion price. The conversion price was
separately negotiated for each note and ranges between $0.05 and $0.23 and was
based upon the market price of Biocurex's common stock on the date the notes
were sold. As of March 25, 2009, one note in the principal amount of $53,000 had
been repaid and four notes in the aggregate principal amount of $281,915 had
been converted into 2,123,634 shares of Biocurex's common stock. If all


                                       12
<PAGE>

remaining notes were converted Biocurex would be obligated to issue an
additional 1,075,715 shares of common stock. The note holders also received
warrants to purchase an aggregate of 2,434,088 shares of Biocurex's common stock
at prices between $0.08 and $0.38 per share. The warrants expire at various
dates prior to November 11, 2008. As of March 25, 2009, warrants to purchase
1,693,111 shares had been exercised. For every share issued upon conversion, the
note holders are entitled to receive new warrants to purchase one additional
share of common stock at prices between $0.055 and $0.176 per share. These new
warrants expire at various dates in 2011. Warrants for 2,123,634 shares were
issued when notes in the principal amount of $281,915 were converted. If all
remaining notes were converted, Biocurex would be obligated to issue the holders
of the notes warrants to purchase 1,075,715 additional shares of Biocurex's
common stock.

ITEM 6.     SELECTED FINANCIAL DATA

      Not applicable.

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

Plan of Operation
-----------------

Biocurex is involved in developing cancer detection technology and:

     o    has  developed  a cancer  detection  kit which  stains  cancer  cells,
          thereby  allowing a  pathologist  to easily view the cancer cells with
          the use of a microscope,
     o    has developed the  Cryo-RECAF(TM)  diagnostic kit which can be used by
          pathologists  during  surgery to  determine  whether  cancer cells are
          benign or malignant, and
     o    is working on the  development  of a screening  assay which can detect
          multiple cancers from a blood (serum) sample.

      The FDA lists the Histo-RECAF(TM) kit as a Class I medical device in its
device listing database. As a Class I medical device the Histo-RECAF(TM) kits
may be sold in the United States as a staining test for AFP receptors (a.k.a.
RECAF(TM)) in tissues. Biocurex has not applied to the FDA, Canada's Health
Products and Food Branch, or any other regulatory authority for permission to
sell the Cryo-RECAF(TM) kit on a commercial basis. Due to the costs involved in
manufacturing and marketing, Biocurex plans to license its Histo-RECAF(TM) and
Cryo-RECAF(TM) technology to third parties. As of March 31, 2008, Biocurex had
not sold any Histo-RECAF(TM) or Cryo-RECAF(TM) test kits and had not licensed
the technology pertaining to these kits to any third parties.

      As explained in Item 1 of this report, Biocurex has developed a serum
based cancer screening assay and has licensed certain aspects of the serum assay
technology to third parties. The licensing agreements are semi-exclusive thus
allowing for more than one licensee. Biocurex expects to enter into other
licensing agreements in 2008. Biocurex retained all rights to its prototype
format, a radio-immunoassay ("RIA"), which it plans to commercialize directly to


                                       13
<PAGE>

clinical laboratories as Analyte Specific Reagents ("ASRs") for production of
"home-brew" tests. A home-brew test is a test developed by a clinical laboratory
using one or more ASRs, general laboratory reagents and/or general laboratory
instruments for diagnostic purposes. The FDA issued a new regulation in November
of 1997 classifying ASRs based on risk to public health. The regulation allows
certain individual reagents to be available for clinical laboratories to use in
their own in-house developed (home-brew) tests, without requiring manufacturers
to obtain approval from the FDA for the majority of individual reagents. This
regulation could allow clinical laboratories to produce RECAF(TM) tests based on
Biocurex's RIA without the need for a lengthy FDA approval process.

For more information visit http:// www.aacc.org/govt/asr.htm.

      During the twelve months ending December 31, 2009, Biocurex:

     o    plans  to  continue   its  efforts  to  license  the   Histo-RECAF(TM)
          technology to third parties.

     o    plans to enter into agreements  relating to its RIA  chemiLuminescence
          and ELISA blood tests with clinical laboratories using ASRs.

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

     o    plans to, if  necessary,  continue  to raise  capital in order to fund
          Biocurex's operations and research and development.

     o    plans to sell serum  RECAF tests  directly in China and through  other
          clinical laboratories in countries.

     o    plans to continue research in the areas of therapeutics and imagery.

     During the twelve months  ending  December 31, 2009 it is expected that all
research and  development  work,  as well as  production of ASR's for blood test
sales, will be performed by Pacific Biosciences on behalf of Biocurex.

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

      Biocurex's sources and (uses) of cash during the year ended December 31,
2008 were:

            Cash used in operations                               $(629,979)
            Patent costs                                           (191,512)
            Sale of investment securities                            53,621
            Repayment of loans from related parties                  (9,086)
            Repayment of convertible debt                          (825,000)
            Sale of common stock in private placements
               and exercise of options and warrants, net of
               issuance costs                                       274,983
            Cash on hand at January 1, 2008                       1,372,598


                                       14
<PAGE>

      Biocurex's sources and (uses) of cash during the year ended December 31,
2007 were:

            Cash used in operations                             $(1,509,939)
            Patent costs                                            (59,704)
            Repayment of loans from related parties                 (14,408)
            Sale of convertible notes, net of issuance costs      2,467,500
            Repayment of convertible notes                         (300,000)

            Sale of common stock, net of offering costs             198,895

Convertible Notes and Warrants
------------------------------

      On June 29, 2007, Biocurex sold convertible notes, plus warrants, to two
private investors for $3,000,000. These notes bear interest annually at a rate
of prime (as adjusted monthly on the first business day of each month) plus
2.75% per year. These notes are due and payable on June 29, 2010 and are secured
by substantially all of Biocurex's assets.

      Interest on these notes is payable monthly and is due the first of every
month. Biocurex is also required to make monthly payments of $100,000 towards
the principal amount of the notes. If Biocurex fails to make any interest or
principal payment when due, the notes will become immediately due and payable.

      At the holder's option the notes are convertible into shares of Biocurex's
common stock at a conversion price of $0.60.

      Biocurex intends to repay the notes, plus accrued interest, with cash on
hand, proceeds from the sale of Biocurex's securities and shares of its common
stock.

      For more detailed information concerning the notes and warrants see
Biocurex's 8-K reports filed on June 29, 2007 and February 6, 2009.

Capital Requirements

      Biocurex anticipates that its capital requirements for the twelve months
ending December 31, 2009 will be as follows:

      Research and Development - Therapeutics                 $   150,000
      Research and Development - Invitro diagnostics
       (rapid tests, blood tests, histology tests,
       production of ASR's)                                       700,000
      Research and Development - Imagery                           50,000
      Payment of Outstanding Liabilities                           80,000
      General and Administrative Expenses                         450,000
      Marketing and Investor Communications                       600,000
      Payment of Principal on Convertible Notes                 1,200,000
      Payment of Interest on Convertible Notes                    198,660
                                                             ------------
                                                               $3,428,660
                                                             ============


                                       15
<PAGE>

      To maintain its present level of operations, including research and
development, and to avoid defaulting on payments to the convertible note
holders, Biocurex will need to raise approximately $4,000,000 to satisfy its
monthly cash requirements until the notes are fully paid.

      Biocurex does not have any lines of credit with banks or other financial
institutions or any other traditional financing arrangements. Biocurex will need
additional capital until it is able to generate significant revenues to cover
its expenditures. Since January 2003, Biocurex has been able to finance its
operations through the private sale of its securities and from borrowings from
private lenders and intends to obtain the capital needed for its operations
through these financial arrangements in the future.

      Biocurex's most significant capital requirements are general and
administrative expenses and research and development 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 $60,500 per month.
Biocurex's research and development expenses vary, depending upon available
capital. When more capital is available to Biocurex, research and development
expenses increase. Conversely, research and development expenses decline when
less capital is available. Pacific Biosciences, which is owned by Dr. Ricardo
Moro, an officer and director of Biocurex, performs all of Biocurex's research
and development work.

      Biocurex may not be successful in obtaining additional capital in the
future. If Biocurex is unable to raise the capital it needs, its research and
development activities will be curtailed or delayed and its operations will be
reduced to a level which can be funded with the capital available to Biocurex.

Results of Operations

      Material changes of items in Biocurex's Statement of Operations for the
year ended December 31, 2008, as compared to the same period in the prior year,
are discussed below:

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

Revenue                             I       Licensing fee from Inverness Medical
                                             Switzerland Gmbh

General and administrative          D       Decrease in stock based compensation
                                             and public
                                             relations expenses.

Professional                                 and Consulting Fees I Biocurex made
                                             greater use of consultants for
                                             marketing its products during 2008.

Accretion of discount               I        Sale of convertible notes in the
on convertible debt                          principal amount of $3,000,000 in
                                             June 2007.  The notes bear interest


                                       16
<PAGE>

                                             annually at a rate of prime
                                             (adjusted monthly on the first
                                             business day of each month) plus
                                             2.75% per year

Amortization of debt issue costs    I

Interest expense                    I

                                             Sale of convertible notes in the
                                             principal amount of $3,000,000 in
                                             June 2007.
Loss on extinguishments of          I
convertible debt

      Material changes of items in Biocurex's Statement of Operations for the
year ended December 31, 2007, as compared to the same period in the prior year,
are discussed below:

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

Revenue                             I        Payment required by terms of
                                             Licensing Agreement with Abbott
                                             Laboratories

General and Administrative          I        Increase in stock based
Expenses                                     compensation and public relations
                                             expenses

Professional and Consulting fees    D        During 2006 the Company became
                                             involved in a lawsuit as a result
                                             of its efforts to have a transfer
                                             agent remove the restricted legend
                                             on shares of common  stock which
                                             were given to the Company by an
                                             unrelated  third party as partial
                                             payment for a license to use
                                             technology developed by the
                                             Company.  The lawsuit was resolved
                                             in favor of the Company.  The
                                             Company was not involved in any
                                             litigation during the year ended
                                             December 31, 2007.

Research and development            I        Increased use of chemicals and
                                             laboratory supplies.

Accretion of discount               I        Sale of convertible notes in the
                                             principal amount of $3,000,000 in
                                             June 2007

Interest expense                    I        Sale of convertible notes in the
                                             principal amount of $3,000,000 in
                                             June 2007


                                       17
<PAGE>

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

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

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

      Biocurex's significant accounting policies are more fully described in
Note 2 to the financial statements included as a part of this report. However,
certain accounting policies are particularly important to the portrayal of
Biocurex's financial position and results of operations and require the
application of significant judgments by management. As a result, the
consolidated financial statements are subject to an inherent degree of
uncertainty. In applying those policies, management uses its judgment to
determine the appropriate assumptions to be used in the determination of certain
estimates. These estimates are based on Biocurex's historical experience, terms
of existing contracts, observance of trends in the industry and information
available from outside sources, as appropriate. Biocurex's significant
accounting policies include:

      Revenue Recognition. Biocurex recognizes revenue in accordance with
Securities and Exchange Commission Staff Accounting Bulletin No. 104 ("SAB
104"), "Revenue Recognition in Financial Statements." Revenue is recognized only
when the price is fixed or determinable, persuasive evidence of an arrangement
exists, the service is performed, and collectibility is reasonably assured.

      Registration Payment Arrangements. Biocurex accounts for registration
rights arrangements and related liquidated damages provisions under EITF 00-19-2
"Accounting for Registration Payment Arrangements" ("EITF 00-19-2"), which
addresses an issuer's accounting for registration payment arrangements. EITF
00-19-2 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.

      EITF 00-19-2 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 Financial Accounting Standards Board ("FASB") No. 5, "Accounting
for Contingencies" and FASB Interpretation No. 14 "Reasonable Estimation of the
Amount of a Loss".

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


                                       18
<PAGE>

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

      Stock-based Compensation. Biocurex records stock-based compensation in
accordance with SFAS No. 123R "Share Based Payments", 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.

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.

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

      Not applicable.

ITEM 9A.      CONTROLS AND PROCEDURES

     Ricardo  Moro,  Biocurex's  Chief  Executive  and  Financial  Officer,  has
evaluated the effectiveness of Biocurex's disclosure controls and procedures (as
defined in Rule 13a-15(e) of the Securities  Exchange Act of 1934) as of the end
of the period covered by this report, and in his opinion  Biocurex's  disclosure
controls and  procedures  were  effective.  There were no changes in  Biocurex's
internal controls over financial  reporting that occurred during the fiscal year
that have materially  affected,  or are reasonably likely to materially  affect,
Biocurex's internal controls over financial reporting.

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

      The management of Biocurex 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
andFinancial Officer of Biocurex to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of Biocurex's financial
statements for external purposes in accordance with U.S. GAAP.

      While Biocurex believes that its existing internal control framework and
procedures over financial reporting have been effective in accomplishing its
objectives, Biocurex intends to continue the practice of reevaluating, refining,


                                       19
<PAGE>

and expanding its internal controls over financial reporting. Because of its
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.

      Biocurex's management assessed the effectiveness of its internal control
over financial reporting as of December 31, 2008. In making this assessment,
Biocurex's 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, Biocurex believes that, as of
December 31, 2008, its internal control over financial reporting was effective
based on those criteria. This report does not include an attestation report of
Biocurex's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by
Biocurex's registered public accounting firm pursuant to temporary rules of the
SEC that permit Biocurex to provide only management's report.

ITEM 9B.    OTHER INFORMATION

      Not Applicable

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

      Information concerning Biocurex's officers and directors follows:

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

          Dr. Ricardo Moro      56    President, Principal Executive, Financial
                                       and Accounting Officer, and a Director
          Dr. Phil Gold, PhD    70    Director

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

      Dr. Ricardo Moro, MD. - has been an officer and director of Biocurex since
March 2001. Since 1996, Dr. Moro has been the President of Pacific Biosciences,
formerly named Curex Technologies Inc., where he developed the RECAF(TM) 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. Phil Gold, C.C., O.Q., MD., PhD. - has been a director of Biocurex
since March 2001. From 1978 to 1980, Dr. Gold was Director of the McGill Cancer
Centre in Montreal, Quebec. From 1980 to 1984, he was Physician-in-Chief of the
Montreal General Hospital. From 1985 to 1990, he served as Chairman of the
Department of Medicine at McGill University in Montreal. His present positions


                                       20
<PAGE>

include Physician-in-Chief, Department of Medicine, The Montreal General
Hospital; Professor of Medicine, McGill University; Professor, Departments of
Physiology and Oncology, McGill University; and the Director of the McGill
University Medical Clinic at the Montreal General Hospital.

      Biocurex does not have a compensation committee. The directors of Biocurex
serves as its Audit Committee. Biocurex does not have a director serving as a
financial expert. Biocurex does not believe a financial expert is necessary
since Biocurex has only minimal revenues. Dr. Phil Gold is the only director who
is independent, as that term is defined in Section 803 of the listing standards
of the NYSE Alternext US.

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

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

      Biocurex's directors act as its compensation committee. During the year
ended December 31, 2008 each director of Biocurex participated in deliberations
concerning executive officer compensation.

      During the year ended December 31, 2008, no officer of Biocurex was also a
member of the compensation committee or a director of another entity, which
other entity had one of its executive officers serving as a director of Biocurex
or as a member of its compensation committee.

      Dr. Gerald Wittenberg resigned as an officer and director of Biocurex on
February 17, 2009.

ITEM 11.    EXECUTIVE COMPENSATION

      The following table shows in summary form the compensation received by (i)
Biocurex's Chief Executive Officer and (ii) by each other executive officer who
received total compensation in excess of $100,000 during the two years ended
December 31, 2008.

                                                                 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         2008 $120,000    --      --    $255,000        $375,000
Chief Executive Officer  2007 $135,000    --      --    $260,000   --   $395,000


                                       21
<PAGE>

Dr. Gerald Wittenberg    2008 $     --    --      --    $255,000        $255,000
Principal Financial      2007 $     --    --      --    $260,000   --   $260,000
Officer, Secretary and
Treasurer (6)

(1)  The  dollar  value of base  salary  (cash  and  non-cash)  earned.  Pacific
     BioSciences,  a Company  owned by Dr. Moro, is paid to conduct all research
     on behalf of  Biocurex.  During the years ended  December 31, 2008 and 2007
     Dr. Moro did not receive any cash  compensation  from Biocurex but received
     $120,000 and $135,000,  respectively,  as salary and dividends from Pacific
     BioSciences.

(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.

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

(6)  On February 17, 2009 Dr. Wittenberg  resigned as an officer and director of
     Biocurex.

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

Employment Contracts
--------------------

      Biocurex does not have any employment contracts with its executive
officers. During the past two years Biocurex compensated its two officers, Dr.
Moro and Dr. Wittenberg, with option grants. The number of options granted each
year was determined by dividing $225,000 by the average closing price of
Biocurex's common stock for the two weeks prior to the date options are awarded,
which typically is in March of each year. The exercise price of the options was
set at $0.001 per share.

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

      None.

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

      None.


                                       22
<PAGE>

Compensation of Directors During Year Ended December 31, 2008
-------------------------------------------------------------

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

Dr. Phil Gold                 --                 --             $60,000

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

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

      Directors' fees paid to Dr. Moro and Dr. Wittenberg are included in the
Executive Compensation table. Dr. Wittenberg resigned as an officer and director
of Biocurex on February 17, 2009.

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

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

Non-Qualified Stock Option Plan
-------------------------------

      The Non-Qualified Stock Option Plan authorizes the issuance of shares of
Biocurex's common stock to persons that exercise options or warrants granted
pursuant to the Plan. Biocurex's employees, directors, officers, consultants and
advisors are eligible to be granted options or warrants pursuant to the Plan,
provided however that bona fide services must be rendered by such consultants or
advisors and such services must not be in connection with the offer or sale of
securities in a capital-raising transaction. The exercise price of the option or
warrant is determined by Biocurex's Board of Directors.

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

      Under the Stock Bonus Plan, Biocurex's employees, directors, officers,
consultants and advisors are eligible to receive a grant of Biocurex's shares,
provided however that bona fide services must be rendered by consultants or
advisors and such services must not be in connection with the offer or sale of
securities in a capital-raising transaction.

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

      The Plans are administered by Biocurex's Board of Directors. The Directors
serve for a one-year tenure and until their successors are elected. A Director
may be removed at any time by the vote of a majority of Biocurex's shareholders.
Any vacancies that may occur on the Board of Directors may be filled by the
Board of Directors. The Board of Directors is vested with the authority to
interpret the provisions of the Plans and supervise the administration of the


                                       23
<PAGE>

Plans. In addition, the Board of Directors is empowered to select those persons
to whom shares or options are to be granted, to determine the number of shares
subject to each grant of a stock bonus or an option and to determine when, and
upon what conditions, shares or options granted under the Plans will vest or
otherwise be subject to forfeiture and cancellation.

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

      Options are generally non-transferable except upon 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.

      The Board of Directors of Biocurex may at any time, and from time to time,
amend, terminate, or suspend one or more of the Plans in any manner they deem
appropriate, provided that such amendment, termination or suspension will not
adversely affect rights or obligations with respect to shares or options
previously granted. The Board of Directors may not 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.

      The following tables show the options granted to and the options exercised
by the persons named below, during the three fiscal years ended December 31,
2008, and the period ended March 25, 2009. All options were granted pursuant to
Biocurex's Non-Qualified Stock Option Plan.

                                 Options Granted
                                 ---------------

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

   Dr. Ricardo Moro       2/23/2006    230,000      $0.001      2/28/2010
   Dr. Phil Gold          2/23/2006     55,000      $0.001      2/28/2010
   Dr. Gerald Wittenberg  2/23/2006    230,000      $0.001      2/28/2010
   Dr. Ricardo Moro       1/31/2007    260,000      $0.001      1/31/2010
   Dr. Phil Gold          1/31/2007     60,000      $0.001      1/31/2010


                                       24
<PAGE>

   Dr. Gerald Wittenberg  1/31/2007    260,000      $0.001      1/31/2010
   Dr. Ricardo Moro       2/14/2008    255,000      $0.001      2/28/2010
   Dr. Phil Gold          2/14/2008     60,000      $0.001      2/28/2010
   Dr. Gerald Wittenberg  2/14/2008    255,000      $0.001      2/28/2010
   Dr. Ricardo Moro       3/17/2009  1,578,947      $0.001      3/19/2011
   Dr. Phil Gold          3/17/2009    684,210      $0.001      3/19/2011

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

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

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


(1) The number of shares received upon exercise of options.

(2)  With respect to options exercised, the difference between the option
     exercise price and the market value of the shares purchased on the date the
     options were exercised.

     The following tables show the options held by the persons named below as of
March 25, 2009.  All options were granted  pursuant to Biocurex's  Non-Qualified
Stock Option Plan.

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

     Dr. Ricardo Moro      225,000                           0.001     1/31/12
     Dr. Ricardo Moro      450,000                           0.001     3/31/12
     Dr. Ricardo Moro      260,000                           0.001     1/31/10
     Dr. Ricardo Moro      230,000                           0.001     2/28/10
     Dr. Ricardo Moro      650,000                           0.001     3/31/14
     Dr. Ricardo Moro      255,000                           0.001     2/28/10
     Dr. Ricardo Moro    1,578,947                           0.001     3/19/11
     Dr. Phil Gold          25,000                           0.001     1/31/12
     Dr. Phil Gold          60,000                           0.001     1/31/10
     Dr. Phil Gold          55,000                           0.001     2/28/10
     Dr. Phil Gold          60,000                           0.001     2/28/10
     Dr. Phil Gold         684,210                           0.001     3/19/11




                                       25
<PAGE>

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

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


(1)  Warrants were not issued pursuant to Biocurex's  Non-Qualified Stock Option
     Plan.

      Dr. Wittenberg resigned as an officer and director of Biocurex on February
17, 2009.

      On February 24, 2009 Dr. Wittenberg exercised options and warrants to
purchase 2,070,000 shares of Biocurex's common stock. The exercise price of the
options and warrants was $0.001 per share. The closing price of Biocurex's
common stock on February 24, 2009 was $0.08

      The following table shows the weighted average exercise price of the
outstanding options and warrants granted pursuant to Biocurex's Non-Qualified
Stock Option Plan as of December 31, 2008. Biocurex's Non-Qualified Stock Option
Plan has not been approved by Biocurex's shareholders.

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

                         Number                         Number of Securities Remaining
                      of Securities                     Available For Future Issuance
                      to be Issued    Weighted-Average    Under Equity Compensation
                      Upon Exercise  Exercise Price of   Plans (Excluding Securities
                     of Outstanding   of Outstanding          Reflected in the
Plan category            Options          Options        First Column of This Table)
--------------------------------------------------------------------------------------

Non-Qualified Stock
 Option Plan             3,890,000         $0.001                 2,587,723

</TABLE>

      The following table shows the number of outstanding stock options and
stock bonuses granted by Biocurex pursuant to the Plans, as of March 25, 2009.
Each option represents the right to purchase one share of Biocurex's 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  12,500,000    4,533,157  7,642,277         N/A       324,566
  Option Plan

Stock Bonus Plan      5,500,000          N/A        N/A    4,606,981      893,019

</TABLE>



                                       26
<PAGE>


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

      The following table shows, as of March 25, 2009, information with respect
to the shareholdings of (i) each person owning beneficially 5% or more of
Biocurex's common stock, (ii) each officer and director of Biocurex, 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                    4,003,947             8.3%
      1007-1625 West 13th Avenue
      Vancouver, British Columbia
      Canada V6J 2E9

      Dr. Phil Gold                         884,210            1.96%
      3225 The Boulevard
      Westmount, Quebec
      Canada H3Y 1S4

      Dr. Gerald Wittenberg               4,762,203            10.3%
      6857 Churchill Street
      Vancouver, British Columbia
      Canada V6P 5B4

      All Officers and Directors          4,888,157            10.2%
      as a Group (2 persons)


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

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

      Dr. Ricardo Moro                    3,648,947               $0.001
      Dr. Phil Gold                         874,210               $0.001
      Dr. Gerald Wittenberg                 252,278               $ 0.05
      Dr. Gerald Wittenberg               1,275,000               $ 0.08


                                       27
<PAGE>

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

      Pacific BioSciences conducts all research relating to the technology under
development by Biocurex. Dr. Ricardo Moro owns 100% of Pacific BioSciences. See
Item 1 of this report for information concerning amounts billed to Biocurex by
Pacific BioSciences. As of December 31, 2008, Biocurex owed Pacific BioSciences
$328,269 for research and administrative expenses paid by Pacific Biosciences on
behalf of Biocurex.

      As of December 31, 2008 Biocurex owed Dr. Gerald Wittenberg $7,000 for
advances made by Dr. Wittenberg to Biocurex. The advances are unsecured,
non-interest bearing and due on demand.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Manning Elliott LLP, Chartered Accountants ("Manning Elliott"), served as
Biocurex's independent public accountants for the fiscal year ended December 31,
2008 and 2007.

      The following table shows the aggregate fees billed to Biocurex for the
year ended December 31, 2008 and 2007 by Manning Elliott.

                                                   2008           2007
                                                   ----           ----

            Audit Fees                         $59,905        $41,128
            Audit Related Fees                      --             --
            Financial Information Systems           --             --
            Design and Implementation Fees          --             --
            Tax Fees                                --             --
            All Other Fees                          --             --

      Audit fees represent amounts billed for professional services rendered for
the audit of Biocurex's annual financial statements and the reviews of the
financial statements included in Biocurex's 10-QSB reports for the fiscal year.
Before Manning Elliott was engaged by Biocurex to render audit or audit related
services, the engagement was approved by Biocurex's Directors.

ITEM 15. EXHIBITS

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


Exh No.  Exhibit Name                     Page Number
-------  ------------                     -----------

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

3.2      Bylaws                           Incorporated by reference to Exhibit 3.2 to
                                          Registration Statement on Form 10-SB.
</TABLE>

                                       28
<PAGE>

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


Exh No.  Exhibit Name                     Page Number
-------  ------------                     -----------

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

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

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

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

10.3     Securities Purchase Agreement    Incorporated by reference to Exhibit 10
         (together with schedule          filed with the Company's 8-K report
         required by Instruction 2 to     dated June 9, 2007.
         Item 601 of Regulation S-K)
         pertaining to Series K notes
         and warrants, together with
         the following exhibits to the
         Securities Purchase Agreement:
         A) Convertible Notes; B)
         Warrants; C) Security Agreement;
         and D) Registration Rights
         Agreement.

10.4     License Agreement with Abbott     Incorporated by reference to Exhibit 10.4
         Laboratories (portions of         of Biocurex's Registration Statement on
         Exhibit 10.4 have been omitted    Form S-1 (Commission File No. 333-144879
         pursuant to a request for
         confidential treatment.

31       Rule 13a-14(a) Certifications    __________________________________

32       Section 1350 Certifications      __________________________________

</TABLE>



                                       29
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                              FINANCIAL STATEMENTS
                           DECEMBER 31, 2008 AND 2007



                                      INDEX





Report of Independent Registered Public Accounting Firm                    F-1

Balance Sheets                                                             F-2

Statements of Operations                                                   F-3

Statements of Cash Flows                                                   F-4

Statement of Stockholders' Equity (Deficit)                                F-5

Notes to the Financial Statements                                         F-13




                                       30
<PAGE>



             Report of Independent Registered Public Accounting Firm


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

We have audited the accompanying balance sheets of Whispering Oaks
International, Inc. (A Development Stage Company) as of December 31, 2008 and
2007, and the related statements of operations, cash flows and stockholders'
equity (deficit) for the years then ended and accumulated for the period from
January 1, 2001 to December 31, 2008. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. 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 financial statements referred to above present fairly, in
all material respects, the financial position of Whispering Oaks International,
Inc. (A Development Stage Company) as of December 31, 2008 and 2007, 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, 2008, in
conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has 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

CHARTERED ACCOUNTANTS

Vancouver, Canada

March 25, 2009


                                      F-1
<PAGE>

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

                                                     December 31,   December 31,
                                                         2008           2007
                                                           $              $
   ASSETS

  Current Assets

      Cash                                                45,625     1,372,598
      Investment securities (Note 3)                      18,014        61,366
      Prepaid expenses and other (Notes 6(a) and
      8(a))                                              137,672       109,045
      Notes receivable, net (Note 4)                       2,666        35,497
                                                     ------------  ------------
  Total Current Assets                                   203,977     1,578,506

  Deferred financing costs (Note 7 (b))                  321,651       536,084
  Patents (Note 5)                                       446,946       360,812
                                                     ------------  ------------

  Total Assets                                           972,574     2,475,402
                                                     ------------  ------------

  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

  Current Liabilities

      Accounts payable                                   174,400       105,505
      Accrued liabilities                                377,627       359,854
      Due to related parties (Note 6)                    335,269       344,355
      Convertible notes payable (Note 7 (a))             194,828       194,828
      Current portion of convertible debt (Note 7
      (b))                                               688,754       371,712
                                                     ------------  ------------
                                                       1,770,878     1,376,254

  Convertible debt (Note 7 (b))                        1,136,604       266,618
                                                     ------------  ------------
                                                       2,907,482     1,642,872

  Commitments and Contingencies (Notes 1, and 11)

  Stockholders' Equity (Deficit)
      Common stock
        Authorized: 125,000,000 shares, par value
        $0.001
        Issued and outstanding: 43,713,399 and
        42,143,275
        respectively                                      43,713        42,143
      Additional paid-in capital                      15,178,205    13,899,938
      Common stock subscribed                             40,050             -
      Accumulated other comprehensive loss               (15,529)      (42,189)
      Accumulated deficit                               (114,175)     (114,175)
      Deficit accumulated during the development
      stage                                          (17,067,172)  (12,953,187)
                                                     ------------  ------------
  Stockholders' Equity (Deficit)                      (1,934,908)      832,530
                                                     ------------  ------------
  Total Liabilities and Stockholders' Equity
  (Deficit)                                              972,574     2,475,402
                                                     ------------  ------------


    The accompanying notes are an integral part of these financial statements


                                      F-2
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                            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,
                                              2008           2007        2008
                                               $              $            $

Revenue                                     1,000,000       50,000     1,464,456
                                          ------------ ------------  ------------

Operating Expenses

    Amortization                               37,758       27,896       174,015
    General and administrative (Note
    6(a))                                     928,845    1,260,865     5,215,709
    Professional and consulting fees          381,421      313,925     4,797,456
    Research and development (Note 6(a))      675,302      662,944     3,739,837
                                          ------------ ------------  ------------

Total Operating Expenses                    2,023,326    2,265,630    13,927,017
                                          ------------ ------------  ------------
Loss From Operations                       (1,023,326)  (2,215,630)  (12,462,561)
                                          ------------ ------------  ------------
Other Income (Expense)

    Accretion of discounts on
    convertible debt                      (1,280,531)     (791,092)   (2,941,154)
    Amortization of debt issue costs        (214,434)     (107,217)     (321,650)
    Gain (loss) sale of equity
    investment securities                    (16,389)            -       168,926
    Interest expense                        (569,982)     (242,628)     (874,212)
    Interest income                            8,164        12,956       383,679
    Loss on extinguishments of
    convertible debt                        (906,496)            -      (872,912)
    Loss on impairment of patent cost        (67,620)            -       (67,620)
    Loss on issuance of shares               (43,371)      (10,708)      (79,668)
                                          ------------ ------------  ------------
Total Other Expense                       (3,090,659)   (1,138,689)   (4,604,611)
                                          ------------ ------------  ------------
Net Loss for the Period                   (4,113,985)   (3,354,319)  (17,067,172)

Other Comprehensive Income (Loss)
  Unrealized gain (loss) on investment
    securities                                26,660      (115,061)      (15,529)
                                          ------------ ------------  ------------
Total Comprehensive Loss                  (4,087,325)   (3,469,380)  (17,082,701)
                                          ------------ ------------  ------------
Net Loss Per Share - Basic and Diluted         (0.10)        (0.08)
                                          ------------ ------------
Weighted Average Shares Outstanding       42,917,000    41,127,000
                                          ------------ ------------
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                      F-3
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                           (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,
                                              2008           2007        2008
                                               $              $            $

 Operating Activities:
 Net loss for the period                   (4,113,985)  (3,354,319)  (17,067,172)

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

    Accretion of discounts on
    convertible debt                        1,280,531      791,092     2,941,154
    Allowance for uncollectible notes
    receivable                                 32,831            -        98,129
    Amortization                               37,758       27,896       174,015
    Amortization of debt issue costs          214,433      107,217       321,650
    Loss on extinguishments of debt           906,496            -       872,912
    Loss (gain) on sale of investment
    securities                                 16,389            -      (274,000)
    Loss from impairment of patents            67,620            -        67,620
    Loss on issuance of shares                 43,371       10,708        79,668
    Stock-based compensation                  729,402      666,650     4,886,464
 Changes in operating assets and liabilities:
    Notes and interest receivable                   -           -         (6,296)
    Prepaid expenses and other                (28,627)       5,767       (64,305)
    Accounts payable                          166,027       95,082     1,285,615
    Accrued liabilities                        17,775      139,968       266,828
    Deferred revenue                                -            -      (162,000)
    Subscriptions receivable                        -            -      (100,682)
                                          ------------ ------------  ------------
 Net Cash Used in Operating Activities       (629,979)  (1,509,939)   (6,680,400)
                                          ------------ ------------  ------------
 Investing Activities:

    Net Proceeds from notes receivable              -            -         1,711
    Patent costs                             (191,512)     (59,704)     (484,113)
    Proceeds from sale of investment
     securities                                53,621            -       438,515
                                          ------------ ------------  ------------
 Net Cash Used in Investing Activities       (137,891)     (59,704)      (44,427)
                                          ------------ ------------  ------------
 Financing Activities:

    Due to related parties                     (9,086)     (14,408)      401,420
    Proceeds from convertible debt                  -    3,000,000     3,639,743
    Repayment on convertible debt            (825,000)    (300,000)   (1,178,000)
    Debt issue costs                                -     (532,500)     (532,500)
    Proceeds from private placements of
    common stock and share
    subscriptions received                    258,950      124,750     3,186,472
    Proceeds from the exercise of stock
    options and warrants                       16,033       85,333     1,144,454
    Share issuance costs                            -      (11,188)     (133,688)
                                          ------------ ------------  ------------
 Net Cash (Used in) Provided by
  Financing Activities                       (559,103)   2,351,987     6,527,901
                                          ------------ ------------  ------------
 Net (Decrease) Increase in Cash           (1,326,973)     782,344      (196,926)

 Cash - Beginning of Year                   1,372,598      590,254       242,551
                                          ------------ ------------  ------------
 Cash - End of Year                            45,625    1,372,598        45,625
                                          ------------ ------------  ------------
 Non-cash Investing and Financing
 Activities:
    Share issued to settle debt               140,500      118,000       818,347
    Note payable converted into common
    shares                                    175,000            -     1,033,076
                                          ------------ ------------  ------------
 Supplemental Disclosures:
      Interest paid                           359,453      205,133       565,365
      Income taxes                                  -            -             -
                                          ------------ ------------  ------------
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                      F-4
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                       FOR THE PERIOD FROM JANUARY 1, 2001
             (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2008
                           (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-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)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

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-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)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

 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-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)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

 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 investmen
 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-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)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

 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-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)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

 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)
 $0.001 per share       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-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, 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-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, 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-12
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

   Whispering Oaks International, Inc. (dba BioCurex, Inc.) (the "Company") was
   incorporated on December 8, 1997, under the laws of the State of Texas.
   During the first quarter of 2001, the Company ceased its business activities
   relating to the acquisition and sale of thoroughbred racehorses when a change
   of majority control occurred. On February 21, 2001, the Company acquired
   intellectual properties and patents relating to cancer diagnostics and
   therapeutics. The Company is now in the business of developing, producing,
   marketing and licensing cancer diagnostic kits and is currently considered a
   development stage enterprise as defined by Statement of Financial Accounting
   Standards ("SFAS") No. 7 "Accounting and Reporting by Development Stage
   Enterprises".

   The financial statements are prepared in conformity with accounting
   principles generally accepted in the United States of America applicable to a
   going concern, which contemplates the realization of assets and liquidation
   of liabilities in the normal course of business. The Company does not have
   sufficient cash nor does it have an established source of revenue to cover
   its ongoing costs of operations. As of December 31, 2008 the Company has a
   working capital deficiency of $1,566,901 and accumulated losses of
   $17,067,172 since the inception of the development stage. These factors raise
   substantial doubt about the Company's ability to continue as a going concern.
   These financial statements do not include any adjustments that might result
   from the outcome of this uncertainty.

   Management's anticipates expenditures of $3,429,000 over the next twelve
   months. Management is currently seeking additional financing through the sale
   of equity and from borrowings from private lenders to cover its operating
   expenses and restructuring its convertible notes payable into common stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Use of Estimates

   The preparation of financial statements in conformity with accounting
   principles generally accepted in the United States requires management to
   make estimates and assumptions that affect the reported amounts of assets and
   liabilities and disclosure of contingent assets and liabilities at the date
   of the financial statements and the reported amounts of revenues and expenses
   during the periods. The Company regularly evaluates estimates and assumptions
   related to allowance for doubtful accounts, valuation of patent costs,
   valuation of convertible debt, stock-based compensation, 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


                                      F-13
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Use of Estimates (cont'd)

   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.

   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 EITF 00-19-2 "Accounting for Registration
   Payment Arrangements" ("EITF 00-19-2"), which addresses an issuer's
   accounting for registration payment arrangements. EITF 00-19-2 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.

   EITF 00-19-2 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 Financial Accounting Standards Board ("FASB") No.
   5, "Accounting for Contingencies" and FASB Interpretation No. 14 "Reasonable
   Estimation of the Amount of a Loss".

   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 SFAS No. 52 "Foreign
   Currency Translation" using the exchange rate prevailing at the balance sheet
   date. Gains and losses arising on translation or settlement of foreign
   currency denominated transactions or balances are included in the
   determination of income. Foreign currency transactions are primarily
   undertaken in Canadian dollars.


                                      F-14
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Revenue Recognition

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

   Long-lived Assets

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

   Research and Development Costs

   Research and development costs are charged to operations as incurred.

   Financial Instruments/Concentrations

   The fair values of cash, investment securities, notes receivable, accounts
   payable, due to related parties and convertible notes payable, and
   convertible debt were estimated to approximate their carrying values due to
   the immediate or short-term maturity of these financial instruments.

   The Company's operations are in Canada, which results in exposure to market
   risks from changes in foreign currency rates. The financial risk to the
   Company's operations results from fluctuations in foreign exchange rates and
   the degree of volatility of these rates. Currently, the Company does not use
   derivative instruments to reduce its exposure to foreign currency risk.
   Financial instruments that potentially subject the Company to credit risk
   consist principally of cash. Cash was deposited with a high quality credit
   institution.

   For the years ended December 31, 2008 and 2007, revenue from a single
   customer represented 100% of total revenue.


                                      F-15
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Income Taxes

   The Company accounts for income taxes using the asset and liability method in
   accordance with SFAS No. 109, "Accounting for 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.

   Investment Securities

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

   Comprehensive Income

   SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the
   reporting and display of comprehensive income and its components in the
   financial statements. As at December 31, 2008 and 2007, the Company's only
   component of comprehensive income was unrealized gains and losses on
   available-for-sale investment securities.

   Earnings Per Share

   The Company computes net loss per share in accordance with SFAS No. 128,
   "Earnings Per Share," which requires presentation of basic earnings per share
   and diluted earnings per share ("Diluted EPS"). The computation of basic
   earnings per share is computed by dividing earnings available to common
   stockholders by the weighted-average number of outstanding common shares
   during the period. Diluted earnings per share give effect to all potentially
   dilutive common shares outstanding during the period. The computation of
   Diluted EPS does not


                                      F-16
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Earnings Per Share(cont'd)

   assume conversion, exercise or contingent exercise of securities that would
   have an anti-dilutive effect on earnings. As of December 31, 2008 and 2007,
   the Company had approximately 20,650,000 and 22,709,000 respectively, of
   anti-dilutive securities, including options, warrants and equity instruments
   related to convertible notes payable.

   Stock-based Compensation

   The Company records stock-based compensation in accordance with SFAS No. 123R
   "Share Based Payments", 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.

   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 June 2008, the Financial Accounting Standards Board ("FASB") issued FASB
   Staff Position No. EITF No. 03-6-1, "Determining Whether Instruments Granted
   in Share-Based Payment Transactions Are Participating Securities" ("FSP EITF
   No. 03-6-1"). According to FSP EITF No. 03-6-1, unvested share-based payment
   awards that contain nonforfeitable rights to dividends or dividend
   equivalents are considered participating securities under SFAS No. 128. As
   such, they should be included in the computation of basic earnings per share
   ("EPS") using the two-class method. FSP EITF No. 03-6-1 is effective for
   financial statements issued for fiscal years beginning after December 15,
   2008, as well as interim periods within those years. Once effective, all
   prior-period EPS data presented must be adjusted retrospectively. The Company
   is currently evaluating the impact of the adoption of EITF No. 03-6-1 on its
   financial position and results of operations.

   In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
   No. 163, "Accounting for Financial Guarantee Insurance Contracts - An
   interpretation of FASB Statement No. 60". SFAS No. 163 requires that an
   insurance enterprise recognize a claim liability prior to an event of default
   when there is evidence that credit deterioration has occurred in an insured
   financial obligation. It also clarifies how Statement 60 applies to


                                      F-17
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Recent Accounting Pronouncements (cont'd)

   financial guarantee insurance contracts, including the recognition and
   measurement to be used to account for premium revenue and claim liabilities,
   and requires expanded disclosures about financial guarantee insurance
   contracts. It is effective for financial statements issued for fiscal years
   beginning after December 15, 2008, except for some disclosures about the
   insurance enterprise's risk- management activities. SFAS No. 163 requires
   that disclosures about the risk-management activities of the insurance
   enterprise be effective for the first period beginning after issuance. Except
   for those disclosures, earlier application is not permitted. The adoption of
   this statement is not expected to have a material effect on the Company's
   financial statements.

   In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally
   Accepted Accounting Principles". SFAS No. 162 identifies the sources of
   accounting principles and the framework for selecting the principles to be
   used in the preparation of financial statements of nongovernmental entities
   that are presented in conformity with generally accepted accounting
   principles in the United States. It is effective 60 days following the SEC's
   approval of the Public Company Accounting Oversight Board amendments to AU
   Section 411, "The Meaning of Present Fairly in Conformity With Generally
   Accepted Accounting Principles". The adoption of this statement is not
   expected to have a material effect on the Company's financial statements.

   In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
   Instruments and Hedging Activities - an amendment to FASB Statement No. 133".
   SFAS No. 161 is intended to improve financial standards for derivative
   instruments and hedging activities by requiring enhanced disclosures to
   enable investors to better understand their effects on an entity's financial
   position, financial performance, and cash flows. Entities are required to
   provide enhanced disclosures about: (a) how and why an entity uses derivative
   instruments; (b) how derivative instruments and related hedged items are
   accounted for under Statement No. 133 and its related interpretations; and
   (c) how derivative instruments and related hedged items affect an entity's
   financial position, financial performance, and cash flows. It is effective
   for financial statements issued for fiscal years beginning after November 15,
   2008, with early adoption encouraged. The adoption of this statement is not
   expected to have a material effect on the Company's financial statements.


                                      F-18
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

3. INVESTMENT SECURITIES

    In November 2002, the Company entered into a licensing agreement ("the
   Agreement") with a third party whereby it licensed part of its technology in
   exchange for cash and 600,000 shares of the third party's publicly traded
   common stock that had a fair value of $162,000. The 600,000 shares of common
   stock are classified as "available for sale" in accordance with SFAS No. 115
   and are reported at fair value. During the year of 2008, the Company sold
   259,300 shares for proceeds of $53,621, resulting in a realized loss of
   $16,389. As of December 31, 2008 the Company has 124,235 shares and the fair
   market value of these shares was $18,014.


4. NOTES RECEIVABLE

                                                     December 31,   December 31,
                                                         2008           2007
                                                     ------------   ------------
                                                          $               $

   Note receivable  including  interest at prime plus   73,489          73,489
   4%
   Notes receivables from employees                     35,497          35,497
   Less: allowance for doubtful accounts              (106,320)        (73,489)
   ----------------------------------------------------------------------------

   Total                                                 2,666          35,497
   ----------------------------------------------------------------------------

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

5. PATENTS

   Patents relate to developing the method for diagnostic and treatment of
   cancer using a new cancer marker called "RECAF." These patents are presently
   registered in 23 countries with ongoing registrations currently being
   conducted. Patents are stated at cost and have a definite life. Once the
   Company receives patent approval, amortization is calculated using the
   straight-line method over the remaining life of the patents. Patent costs of
   $191,512 and $59,704 were capitalized during the years ended December 31,
   2008 and 2007, respectively.

   As of December 31, 2008, the management decided to recognize an impairment
   loss on patent costs incurred in Japan as the respective patent was allowed
   to lapse. The Company has recorded an impairment loss of $67,620 in the year
   ended December 31, 2008.



                                      F-19
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

5. PATENTS (Continued)

   A schedule of the patents is as follows:

                                                           December 31,
                                                     --------------------------
                                                         2008         2007
                                                           $            $

   Patents                                              688,581      497,069
   Less:
   Accumulated amortization                            (174,015)    (136,257)
   Loss on impairment of patent cost                    (67,620)           -
   ----------------------------------------------------------------------------
   Net Carrying Value
   ----------------------------------------------------------------------------

   Amortization expense totaled $37,758 and $27,896 for the years ended December
   31, 2008 and 2007, respectively.

   The estimated future amortization expense is as follows:

                               $
                  2009             37,758
                  2010             37,758
                  2011             37,758
                  2012             37,758
                  2013             37,758
                  Thereafter      258,156
                               --------------
                                  446,946
                               --------------

6. RELATED PARTY TRANSACTIONS

                                                               December 31,
                                                           ---------------------
                                                            2008           2007
                                                              $              $

   Due to Pacific BioSciences Research Centre Inc. (a)     328,269      337,355
   Due to officers (b)                                       7,000        7,000
   -----------------------------------------------------------------------------
                                                           335,269      344,355
   -----------------------------------------------------------------------------


                                      F-20
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

6.    RELATED PARTY TRANSACTIONS (continued)

     a)   The  Company's  research  and  development  is  performed  by  Pacific
          BioSciences Research Centre ("Pacific").  Pacific is 100% owned by the
          President of the Company. During the years ended December 31, 2008 and
          2007,  Pacific  performed  research  and  development  for the Company
          valued at $674,326 and $651,009, respectively.

          Pacific also provided general and  administrative  services during the
          years  ended  December  31,  2008 and  2007,  valued at  $242,583  and
          $220,320, respectively. Included in these amounts were rent expense of
          $57,098 and $59,444, respectively.  During the year ended December 31,
          2008, Pacific charged interest of $7,241 (2007 - $15,667),  calculated
          at bank  prime rate on the  monthly  balance  owed.  The amount due to
          Pacific is unsecured and due on demand.

          A total of $100,000  was paid to Pacific  for  prepaid  expenses as at
          December 31, 2008.

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

     c)   During the year ended December 31, 2008, the Company  granted  570,000
          (2007 - 580,000)  stock  options to three  directors at a below market
          exercise price of $0.001 per share.

     d)   On August 28, 2008, the Company  extended the term of 1,300,000  fully
          vested stock  options for two  directors.  The Company  recognized  an
          incremental  compensation  cost  of  $446  for  these  modified  stock
          options.

     e)   On December 3, 2008,  the Company  extended the term of 925,000  fully
          vested stock options for three  directors.  The Company  recognized an
          incremental compensation cost of $43 for these modified stock options.

     f)   On December 3, 2008, the Company  extended the term of 1,977,278 share
          purchase  warrants  for  one  director.   The  Company  recognized  an
          incremental  compensation  cost of $34,902  for these  modified  share
          purchase warrants.

7.    CONVERTIBLE DEBT

   a) The Company received funds during 2003 relating to ten convertible notes
      payable totaling $529,743, bearing interest at 5% and due on demand. One
      of the notes payable in the amount of $53,000 was repaid in April 2003. A
      gain of $33,584 was recorded on the date of repurchase of the convertible
      debenture as determined through the calculation of the intrinsic value of
      the beneficial conversion feature on the date of extinguishment. Under the
      convertibility terms of the notes payable, the principal, plus accrued
      interest, can be converted immediately, at the option of the holder,
      either in whole, or in part, into


                                      F-21
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

   7. CONVERTIBLE DEBT (continued)

      fully paid common shares of the Company. The conversion price per share is
      equal to the lesser of the stated price (ranging between $0.05 and $0.23)
      or 75% of the average closing bid prices for the five trading days ending
      on the trading day immediately before the date of the conversion. In
      conjunction with the issuance of the notes, the Company issued 2,434,088
      warrants to the note holders entitling them to purchase 2,434,088 shares
      of common stock at exercise prices between $0.08 and $0.38. The warrants
      expired two years after the issuance date.

      In accordance with EITF 00-27 "Application of Issue No. 98-5 to Certain
      Convertible Instruments" and EITF 98-5 "Accounting for Convertible
      Securities with Beneficial Conversion Features or Contingently Adjustable
      Conversion Ratios", the proceeds were allocated between the debt and
      warrants based on their relative fair values. The value assigned to the
      warrants totaled $274,601 and was expensed immediately due to the notes
      being due on demand. The fair values were determined using the
      Black-Scholes option pricing model using the following weighted average
      assumptions: average risk-free interest rate of 1.49%; expected life of
      two years; expected volatility of 473%; and no expected dividends. In
      addition to the shares to be received upon conversion, the note holder
      will also receive an equal number of warrants to purchase shares at 110%
      of the conversion price amount. The beneficial conversion feature was
      calculated under EITF 00-27, and equaled $255,142. Due to the notes being
      due on demand, the discount was expensed in fiscal 2003. The
      convertibility feature expires five years after the date of the Agreement.

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

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

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


                                      F-22
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

7. CONVERTIBLE DEBT (continued)

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

      The effective interest rate of the remaining convertible notes at December
      31, 2008 is 335%.

   b) On July 7, 2007, the Company received proceeds of $3,000,000 from the
      issuance of convertible notes (the "Notes"), plus share purchase warrants,
      to two private investors. The share purchase warrants allow the holders to
      purchase up to 3,500,000 shares of the Company's common stock at a price
      of $0.60 per share expiring June 25, 2012. The Notes bear interest
      annually at a rate of prime (as adjusted monthly on the first business day
      of each month) plus 2.75% per year. The Notes are due and payable on June
      25, 2010 and are secured by substantially all of the Company's assets.
      Interest is payable monthly with the first interest payment due on August
      1, 2007. Beginning on November 1, 2007, the Company is required to make
      monthly payments of $100,000 towards the principal amount of the Notes. If
      the Company fails to make any interest or principal payment when due, the
      Notes will become immediately due and payable. At the holders' option the
      Notes are convertible into shares of the Company's common stock at a
      conversion price of $0.60 per share. The Company may elect to pay the
      monthly redemption amounts and accrued interest with shares of its common
      stock, which will be determined by dividing the amount to be paid by the
      lesser of the conversion price then in effect or 80% of the weighted
      average price of the Company's common stock for the ten trading days
      preceding the payment date. In order to make principal or interest
      payments with shares of its common stock certain conditions must be met,
      including the condition that the number of shares to be issued in payment
      of principal or interest cannot exceed 25% of the total shares traded for
      the ten trading days prior to the payment date. The Company agreed to file
      a Form SB-2 Registration Statement ("SB-2") with the U.S. Securities and
      Exchange Commission in order that the shares of common stock issuable upon
      the conversion of the Notes or the exercise of the share purchase warrants
      may be resold in the public market. The Company was required to file the
      SB-2 no later than July 30, 2007 (filed), to cause the SB-2 to become
      effective by November 26, 2007, and to keep the SB-2 continuously
      effective until the shares covered by the SB-2 have been sold or can be
      sold pursuant to Rule 144(k).


                                      F-23
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

7. CONVERTIBLE DEBT (continued)

      In the event the closing price of the Company's common stock is $1.20 or
      greater for ten consecutive trading days, the holders will be required to
      exercise the 3,500,000 share purchase warrants within ten days notice by
      the Company. Following the exercise of the share purchase warrants, the
      Company will issue to the holders 3,500,000 new share purchase warrants,
      which will entitle the holders to purchase 1,750,000 shares of common
      stock. Two share purchase 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 share purchase warrants are issued.

      In accordance with EITF 00-27 and EITF 98-5, the proceeds were allocated
      between the debt and warrants based on their relative fair values. The
      relative fair value assigned to the share purchase warrants totaled
      $1,426,381 and was determined using the Black-Scholes option pricing model
      using the following weighted average assumptions: average risk-free
      interest rate of 4.76%; expected life of five years; expected volatility
      of 176%; and no expected dividends. These amounts were recorded as a debt
      discount and will be amortized as interest expense over the term of the
      convertible debentures. The effective interest rate at December 31, 2008
      is 406%. For the year ended December 31, 2008, the Company recorded
      $976,064 (2007 - $791,092) of accretion expense related to the convertible
      debt.

      On August 18, 2008, the Company agreed to re-price the 3,500,000 share
      purchase warrants to an exercise price of $0.25 per share. In accordance
      with SFAS No. 123R, modifications to the terms of an award are treated as
      an exchange of the original award for a new award. Incremental interest
      expense is measured as the excess, if any, of the fair value of the
      original award immediately before its terms are modified, measured based
      on the share price and other pertinent factors at that date. The Company
      recognized an incremental interest expense of $192,264 for these modified
      purchase warrants.

      On November 26, 2008, the Company received notification from the note
      holders which modified the terms of the Notes. Pursuant to the
      notification the interest and principal payments payable in December 2008
      and all subsequent principal and interest payments were deferred until May
      1, 2009. In addition the principal amount outstanding was increased by
      $255,000 to $1,955,000.



                                      F-24
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

7. CONVERTIBLE DEBT (continued)

      In accordance with EITF 02-04 "Determining Whether a Debtor's Modification
      or Exchange of Debt Instruments in within the Scope of FASB Statement No.
      15" the Company determined that the creditor did not grant a concession
      even though the payments were deferred as the total amount owing by the
      Company was increased.

      As at November 26, 2008, prior to the modification of the convertible
      notes, the carrying value of the convertible notes was $613,738. The
      remaining unaccreted discount of $304,467 related to the convertible notes
      was charged to operations.

      In accordance with EITF 98-5 "Accounting for Convertible Securities with
      Beneficial Conversion Features or Contingently Adjustable Conversion
      Ratios", the Company determined there was no beneficial conversion feature
      on the modified convertible notes. The Company recorded a discount of
      $130,298 which was equal to the difference of the face value of the new
      note and the present value of the revised cash flows. The effective
      interest rate of the new notes is 6.56%.

      The Company incurred $643,301 in debt issue costs for these convertible
      debentures. The debt issue costs will be expensed over the term of the
      convertible debt. During the year ended December 31, 2008, the Company
      expensed $214,434 (2007 - $107,217) of the debt issue costs related to the
      convertible debt.

8. COMMON STOCK

   For the year ended December 31, 2008:

     a)   In December 2008, the Company issued 505,914 shares of common stock at
          a fair value of  $76,607 to eight  employees  and one  consultant  for
          services  provided  from  December to January 2009, a total of $37,672
          was recorded as prepaid expenses as at December 31, 2008.

     b)   In December 2008, the Company received stock  subscriptions of 267,000
          shares of common  stock at $0.15 per share for  proceeds  of  $40,050.
          Each unit  consisted  of one share of common  stock and one half share
          purchase warrant  entitling the holder to purchase one share of common
          stock at an exercise price of $0.30 per share expiring on November 30,
          2010.

     c)   In June 2008,  the Company  issued  230,000  shares of common stock at
          $0.43 per share for  proceeds of $98,900.  Each unit  consisted of one
          share of common stock and one half share  purchase  warrant  entitling
          the holder to purchase one share of common stock at an exercise  price
          of $0.65 per share expiring on May 1, 2010.


                                      F-25
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

8. COMMON STOCK (Continued)

   For the year ended December 31, 2008:

     d)   In June,  2008,  the  Company  issued  42,105  shares of common  stock
          pursuant to the  exercise of share  purchase  warrants for proceeds of
          $8,000.

     e)   In April,  2008,  the Company  issued  33,333  shares of common  stock
          pursuant to the exercise of 33,333 stock options for proceeds of $33.

     f)   In April,  2008,  the Company  issued  42,105  shares of common  stock
          pursuant to the  exercise of share  purchase  warrants for proceeds of
          $8,000.

     g)   In April, 2008, the Company issued 125,000 shares of common stock at a
          fair value of $87,500 to settle debt.

     h)   In March 2008,  the Company  issued  291,667 shares of common stock at
          $0.60 per share for the conversion of debt of $175,000.

     i)   In March 2008,  the Company  issued  200,000 shares of common stock at
          $0.60 per share for proceeds of $120,000.

     j)   In January 2008,  the Company issued 100,000 shares of common stock at
          a fair value of $53,000 to settle debt.

    For the year ended December 31, 2007:

     a)   In December  2007, the Company issued 57,142 shares of common stock to
          a consultant at a fair value of $41,142 for  consulting  services,  of
          which $6,857 was expensed and $34,285 was recorded as prepaid expenses
          as at December 31, 2007.

     b)   In December  2007, the Company issued 10,488 shares of common stock to
          a  consultant  at a fair value of $6,502 for  consulting  services  of
          which $3,251 was expensed and $3,251 was recorded as a prepaid expense
          as at December 31, 2007.

     c)   In December 2007, the Company issued 223,000 shares of common stock at
          a fair value at $118,190 to eight  employees  and one  consultant  for
          performance bonuses.

     d)   In December  2007,  the Company  issued 246,710 shares of common stock
          pursuant to the exercise of 250,000 warrants.  This exercise was based
          on the cashless exercise provision of the warrants.



                                      F-26
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

8. COMMON STOCK (continued)

    For the year ended December 31, 2007:

     e)   In August 2007,  the Company issued 33,730 shares of common stock to a
          consultant at a fair value of $20,000 for consulting services.

     f)   In July 2007,  the Company  issued 100,000 shares of common stock at a
          fair value of $62,000 to settle debt.

     g)   In June 2007,  the Company  issued 100,000 shares of common stock at a
          fair value of $56,000 to settle debt.

     h)   In June 2007,  the Company  issued  533,334 shares of common stock for
          proceeds  of  $85,334  pursuant  to the  exercise  of  share  purchase
          warrants

     i)   In June 2007,  the Company  issued 220,000 units at $0.45 per unit for
          proceeds of $99,000.  Each unit consisted of one share of common stock
          and one share  purchase  warrant  entitling the holder to purchase one
          share of common stock at an exercise price of $0.66 per share expiring
          on  April  9,  2009.  The  Company  paid a  commission  of  $9,900  in
          connection with this private placement.

     j)   In May 2007,  the Company  issued  23,256  units at $0.43 per unit for
          proceeds of $10,000.  Each unit consisted of one share of common stock
          and one share  purchase  warrant  entitling the holder to purchase one
          share of common stock at an exercise price of $0.68 per share expiring
          on May 31, 2009.  The Company paid a commission  of $500 in connection
          with this private placement.

     k)   In April 2007,  the Company  issued 35,000 units at $0.45 per unit for
          proceeds of $15,750.  Each unit consisted of one share of common stock
          and one share  purchase  warrant  entitling the holder to purchase one
          share of common stock at an exercise price of $0.66 per share expiring
          on April 30, 2009. The Company paid a commission of $788 in connection
          with this private placement.

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



                                      F-27
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

9. SHARE PURCHASE WARRANTS

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

                                                        Weighted Average
                                        Number           Exercise Price
                                        ------        ---------------------
                                                               $

      Balance, December 31, 2006       9,154,416             0.46

      Issued                           3,878,256             0.60
      Exercised                         (783,334)            0.11
      Expired                           (358,666)            2.46
      ---------------------------------------------------------------------

      Balance, December 31, 2007      11,890,672             0.47

      Issued                             473,500             0.48
      Exercised                          (84,210)            0.19
      Expired                           (505,000)            0.81
      ---------------------------------------------------------------------
      Balance, December 31, 2008      11,774,962             0.35
      ---------------------------------------------------------------------

   As at December 31, 2008, the following share purchase warrants were
outstanding:

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

       2,455,000          0.90     February 01, 2009
         126,317          0.19     March 31, 2009
         220,000          0.66     April 06, 2009
          35,000          0.66     April 30, 2009
          23,256          0.68     May 31, 2009
         225,000          0.50     July 15, 2009
         100,000          0.60     July 17, 2009
       1,275,000          0.08     January 15, 2010
         955,800          0.17     March 09, 2010
         115,000          0.65     May 01, 2010
         541,666          0.12     October 31, 2010



                                      F-28
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

9. SHARE PURCHASE WARRANTS (continued)


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

         199,311          0.17     November 11, 2010
         133,500          0.30     November 30, 2010
         233,092          0.06     July 07, 2011
         343,833          0.20     July 07, 2011
         590,909          0.12     July 19, 2011
         252,278          0.05     December 31, 2011
         450,000          0.00     March 31, 2012
       3,500,000          0.25     June 27, 2012
      ---------------------------------------------------
      11,774,962
      ---------------------------------------------------

   In January 2008, the Company extended the term of 1,275,000 share purchase
   warrants. In accordance with SFAS No. 123R, modifications to the terms of an
   award are treated as an exchange of the original award for a new award.
   Incremental compensation cost is measured as the excess, if any, of the fair
   value of the original award immediately before its terms are modified,
   measured based on the share price and other pertinent factors at that date.
   The Company recognized an incremental compensation cost of $2,675 for these
   modified share purchase warrants.

   In July 2008, a total of 225,000 warrants were issued to a consulting firm at
   an exercise price of $0.50 per share expiring on July 15, 2009. The fair
   value of warrants of $27,150 was charged to operations. The fair value was
   determined using the Black-Scholes option pricing model using the following
   assumptions: risk-free interest rate of 2.35%, expected life of 1 year,
   expected volatility of 66% and no expected dividends. The grant date fair
   value of these warrants was $0.36 per warrant.

   In August 2008, the Company extended the term of 3,185,977 share purchase
   warrants. In accordance with SFAS No. 123R, modifications to the terms of an
   award are treated as an exchange of the original award for a new award.
   Incremental compensation cost is measured as the excess, if any, of the fair
   value of the original award immediately before its terms are modified,
   measured based on the share price and other pertinent factors at that date.
   The Company recognized an incremental compensation cost of $15,710 for these
   modified share purchase warrants.


                                      F-29
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

9. SHARE PURCHASE WARRANTS (continued)

   In December 2008, the Company extended the term of 4,432,278 share purchase
   warrants. In accordance with SFAS No. 123R, modifications to the terms of an
   award are treated as an exchange of the original award for a new award.
   Incremental compensation cost is measured as the excess, if any, of the fair
   value of the original award immediately before its terms are modified,
   measured based on the share price and other pertinent factors at that date.
   The Company recognized an incremental compensation cost of $41,660 for these
   modified share purchase warrants.

10. STOCK OPTIONS

   Stock Bonus Plan

   Under the Company's Stock Bonus Plan, employees, directors, officers,
   consultants and advisors are eligible to receive a grant of the Company's
   shares, provided that bona fide services are rendered by consultants or
   advisors and such services must not be in connection with the offer or sale
   of securities in a capital-raising transaction. A total of 5,500,000 common
   shares are reserved pursuant to this Plan, with 1,769,411 (2007 - 2,500,325)
   common shares available for future issuance as of December 31, 2008.

   Non-Qualified Stock Option Plan

   The Company's Non-Qualified Stock Option Plan authorizes the issuance of
   common shares to persons that exercise stock options granted pursuant to this
   Plan. The Company's employees, directors, officers, consultants and advisors
   are eligible to be granted stock options pursuant to this Plan, provided that
   bona fide services are rendered by such consultants or advisors and such
   services must not be in connection with the offer or sale of securities in a
   capital-raising transaction. The stock option exercise price is determined by
   a committee and cannot be less than $0.001. A total of 12,500,000 common
   shares are reserved pursuant to this Plan, with 2,587,723 (2007 - 2,844,390)
   common shares available for future issuance as of December 31, 2008.

   On January 31, 2007, the Company granted 580,000 stock options to three
   directors at a below market exercise price of $0.001 per share.

   On May 30, 2007, the Company granted 180,000 stock options to a consultant at
   an exercise price of $0.60 per share expiring on May 30, 2009.

   On September 15, 2007, the Company granted 66,666 stock options to a
   consultant at an exercise price of $0.60 per share expiring on September 15,
   2010.


                                      F-30
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

10. STOCK OPTIONS (continued)

   On February 14, 2008, the Company granted 570,000 stock options to three
   directors at a below market exercise price of $0.001 per share.

   On August 28, 2008, the Company extended the term of 1,300,000 fully vested
   stock options for two directors. In accordance with SFAS No. 123R,
   modifications to the terms of an award are treated as an exchange of the
   original award for a new award. Incremental compensation cost is measured as
   the excess, if any, of the fair value of the original award immediately
   before its terms are modified, measured based on the share price and other
   pertinent factors at that date. The Company recognized an incremental
   compensation cost of $446 for these modified stock options.

   On December 3, 2008, the Company extended the term of 925,000 fully vested
   stock options for three directors. In accordance with SFAS No. 123R,
   modifications to the terms of an award are treated as an exchange of the
   original award for a new award. Incremental compensation cost is measured as
   the excess, if any, of the fair value of the original award immediately
   before its terms are modified, measured based on the share price and other
   pertinent factors at that date. The Company recognized an incremental
   compensation cost of $44 for these modified stock options.

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

                                                Weighted   Weighted
                                                 Average   Average     Aggregate
                                                Exercise   Remaining   Intrinsic
                                    Number of     Price   Contractual    Value
                                    Shares          $     Life (Years)     $
-------------------------------------------------------------------------------

Outstanding, December 31, 2006      3,065,000   0.05

 Granted                              826,666   0.13
 Expired                             (225,000)  0.64
--------------------------------------------------------------------------------
Outstanding, December 31, 2007      3,666,666   0.03

 Granted                              570,000  0.001
 Exercised                            (33,333) 0.001
 Expired                             (313,333) 0.367

Outstanding, December 31, 2008      3,890,000  0.001        2.99       774,110
--------------------------------------------------------------------------------
Exercisable, December 31, 2008      3,890,000  0.001        2.99       774,110
--------------------------------------------------------------------------------


                                      F-31
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

10. STOCK OPTIONS (continued)

   The fair value for stock options granted was estimated at the date of grant
   using the Black-Scholes option-pricing model and the weighted average fair
   value of stock options granted during the year ended December 31, 2008 and
   2007 were $0.64 and $0.51 per share, respectively.

   The weighted average assumptions used are as follows:

                                                             December 31,
                                                          2008        2007
                                                      -------------------------

         Expected dividend yield                           0%          0%
         Risk-free interest rate                        1.97%       4.84%
         Expected volatility                              63%         89%
         Expected option life (in years)                  2.0        2.78

   As at December 31, 2008, there was $nil (2007- $14,447)) of total
   unrecognized compensation costs related to non-vested share-based
   compensation arrangements. The total fair value of shares vested during the
   year ended December 31, 2008 and 2007 were $364,252 and $412,545,
   respectively.

   A summary of the status of the Company's non-vested shares as of December 31,
   2008, and changes during the period of December 31, 2008, is presented below:

                                                                  Weighted
                                                                   Average
                                                                 Grant Date
                                                   Number of     Fair Value
                                                     Shares           $
   ----------------------------------------------------------------------------
   Non-vested at December 31, 2006                         -            -

      Granted                                        180,000         0.19
      Vested                                        (105,000)        0.19
   ----------------------------------------------------------------------------
   Non-vested at December 31, 2007                    75,000         0.19

     Granted                                         570,000        0.001
     Forfeited                                       (30,000)        0.19
     Vested                                         (615,000)        0.19
   ----------------------------------------------------------------------------
   Non-vested at December 31, 2008                         -            -
   ----------------------------------------------------------------------------

                                      F-32
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

11.   COMMITMENTS

     a)   On April 4, 2006, the Company entered into a consulting agreement with
          a term of six months for  consideration of 75,000 common shares. As of
          December 31, 2008,  the Company has issued  37,500  common  shares and
          37,500 common shares are still owed to the consultant.

     b)   On April 10, 2006,  the Company  entered  into a consulting  agreement
          with a term of one year for  consideration of 75,000 common shares. As
          of December 31, 2008,  the Company has issued 37,500 common shares and
          37,500 common shares are still owed to the consultant.

12.   INCOME TAXES

   The Company has adopted the provisions of SFAS 109, "Accounting for Income
   Taxes". Pursuant to SFAS 109 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 $10,572,264 which,
   if unutilized, will expire through to 2028. 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.

                                 Net Loss         Expiration Date
                                 --------         ---------------

             1999                 $89,948               2019
             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
                             ------------
                              $10,572,264
                             ============


                                      F-33
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

12. INCOME TAXES (continued)

   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,
                                                       2008             2007
                                                         $               $
                                                  ------------------------------

   Income tax recovery at statutory rate              1,439,895      1,140,468

   Convertible debt interest                           (448,186)      (346,138)
   Loss on convertible debt modification               (317,274)             -
   Stock based compensation                            (255,291)             -
   Other                                                (19,255)        (2,895)

   Change in tax rates                                   95,219              -

   Valuation allowance change                          (495,108)      (791,435)
   -----------------------------------------------------------------------------

   Provision for income taxes                                -               -
   -----------------------------------------------------------------------------

   The significant components of deferred income tax assets and liabilities as
   at December 31, 2008 and 2007 are as follows:

                                                   December 31,     December 31,
                                                       2008             2007
                                                         $               $
                                                   -----------------------------

   Net operating loss carryforward                    3,700,292      3,237,452
   Intangible assets                                     32,268              -

   Valuation allowance                               (3,732,560)    (3,237,452)
   -----------------------------------------------------------------------------
   Net deferred income tax asset                              -              -
   =============================================================================


                                      F-34
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (dba BIOCUREX, INC.)
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                           (Expressed in U.S. dollars)

   13. SUBSEQUENT EVENTS

     a)   On  January 2, 2009,  the  Company  received  stock  subscriptions  of
          307,692  shares of common  stock at $0.13  per share for  proceeds  of
          $40,000.  Each unit  consisted  of one  share of common  stock and one
          purchase warrant  entitling the holder to purchase one share of common
          stock at an exercise  price of $0.17 per share  expiring on January 2,
          2011.

     b)   On January 8, 2009,  the Company issued 150,000 shares of common stock
          at a fair value of $36,000 to settle debt.

     c)   On January 9, 2009,  the Company  issued 31,250 shares of common stock
          at a fair value of $5,000 to settle debt.

     d)   On January 9, 2008,  the Company  issued 56,000 shares of common stock
          at a fair value of $8,960 to an employee for  services  rendered in
          December 2008 and January 2009.

     e)   On January 21, 2009, the Company  advanced  $50,000 to Biocurex China,
          in order to complete the incorporation  procedures and comply with
          Chinese laws and regulations.

     f)   On February  20, 2009,  the Company  issued  639,142  shares of common
          stock at a fair value of $89,480 to eight employees and one consultant
          for services provided from February to March 2009.

     g)   On March 3, 2009, an employee returned 33,333 shares with a fair value
          of $2,666,  to settle an amount  owing to the Company in the amount of
          $20,000.  A total of $17,333 was  recorded as bad debt  expense in the
          fiscal year ended December 31, 2008.

     h)   On March 17, 2009, the Company granted  2,263,157 stock options to two
          directors at a below market exercise price of $0.001 per share.

     i)   On January 8, 2009,  the  Company  issued  267,000  units for  $40,050
          ($0.15  per unit)  which was  received  in  December  2008.  Each unit
          consisted  of one  share of the  Company's  common  stock and one half
          share purchase  warrant.  Each warrant entitles the holder to purchase
          one  share of the  Company's  common  stock at a price of $0.30 at any
          time on or before November 30, 2010.



                                      F-35
<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 27th day of March 2009.

                                    WHISPERING OAKS INTERNATIONAL INC.


                                     By: /s/ Dr. Ricardo Moro
                                        -------------------------------------
                                        Dr. Ricardo Moro - President, Chief
                                        Executive Officer, Principal Financial
                                        and Accounting 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/ Dr. Ricardo Moro            Director           March 27, 2009
----------------------
Dr. Ricardo Moro



/s/ Dr. Phil Gold               Director           March 27, 2009
----------------------
Dr. Phil Gold






<PAGE>



                       WHISPERING OAKS INTERNATIONAL, INC.


                                    FORM 10-K

                                    EXHIBITS