EXHIBIT 31








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                          CERTIFICATION PURSUANT TO THE
                               SARBANES-OXLEY ACT

I, Dr. Ricardo Moro, the President and Chief  Executive  Officer of Whispering
Oaks International, Inc., certify that:

1. I have reviewed this year-end report on Form 10-KSB of Whispering Oaks
International, Inc.;

2. Based on my knowledge, this year end report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this year end
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this year end report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this year end report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

   a) designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to me by others within those entities,
      particularly during the period in which this year end report is being
      prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of the end of the period covered by this report (the
      "Evaluation Date"); and

   c) presented in this year-end report my conclusions about the effectiveness
      of the disclosure controls and procedures based on my evaluation as of the
      Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

   a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. I have indicated in this year-end report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.


Date:  March 29, 2005                     /s/ Dr. Ricardo Moro
                                          ----------------------------
                                          Dr. Ricardo Moro


<PAGE>


                          CERTIFICATION PURSUANT TO THE
                               SARBANES-OXLEY ACT

I, Dr. Gerald  Wittenberg,  the Principal  Financial  Officer of Whispering Oaks
International, Inc., certify that:

1. I have reviewed this year-end report on Form 10-KSB of Whispering Oaks
International, Inc.;

2. Based on my knowledge, this year end report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this year end
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this year end report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this year end report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

   a) designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to me by others within those entities,
      particularly during the period in which this year end report is being
      prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of the end of the period covered by this report (the
      "Evaluation Date"); and

   c) presented in this year-end report my conclusions about the effectiveness
      of the disclosure controls and procedures based on my evaluation as of the
      Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

   a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. I have indicated in this year-end report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.


Date:  March 29, 2005                     /s/ Dr. Gerald Wittenberg
                                          -----------------------------
                                          Dr. Gerald Wittenberg