EXHIBIT
      31





**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, 2006
            /s/
                Dr. Ricardo MoroDr.
                Ricardo Moro









**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, 2006
              /s/
                  Dr. Gerald WittenbergDr.
                  Gerald Wittenberg