<TABLE>

<CAPTION>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

     [X[ ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT

                   For the Fiscal Year Ended December 31, 1999

                           Commission file No. 0-26947

                       WHISPERING OAKS INTERNATIONAL, INC.

           (Name of Small Business Issuer as specified in its Charter)
<S>                              <C>                                                   <C>

      Texas                      16910 Dallas Parkway, Suite 100, Dallas, TX 75248     75-2742601
(State or Other Jurisdiction     (Address of Principal Executive Office,               (IRS Employer
 of incorporation )               including Zip Code)                                   Identification No.)

</TABLE>



                                 (972) 248-1922
              (Registrant's telephone number, including area code)

         Securities Registered under Section 12(b) of the Exchange Act:


   Title of each Class               Name of Each Exchange on which Registered
   -------------------               -----------------------------------------

             None                         None

Securities  registered  Under Section  12(g) of the exchange Act:  Common Stock,
$0.001 Par Value

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

Yes  X   No
    ---     ---

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  management'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 ]

State issuer's revenues for its most recent fiscal year:  $46,728

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference at which the stock was sold,  or the average bid and asked
prices of such  stock,  as of a  specified  date  within the past 60 days:  $-0-
(stock is not quoted).

As of May 15, 2000 the issuer had  2,525,000  shares of common  stock issued and
outstanding.



<PAGE>

                                     PART I

Item 1. Description of Business.
        ------------------------

 General

The Company was incorporated in December 1997. The Company is engaged  primarily
in the  acquisition  and sale of  thoroughbred  racing  stock of every  age from
broodmares, weanlings and yearlings to racehorses and stallions.

Item 2. Description of Property.
        ------------------------

         The Company has no properties.


Item 3.  Legal Proceedings.
         ------------------

         The Company is not a party to any material pending litigation nor is it
aware of any threatened legal proceeding.


Item 4. Submission of Matters to a Vote of Security Holders.
        ----------------------------------------------------

         No matters were  submitted to securities  holders during the year ended
December 31, 1999.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.
        ---------------------------------------------------------

Market Information

         The stock does not trade on any exchange or the OTC market. There is no
known public market for this security.  As of May 15, 2000, there were 5 holders
on record of the Company's common stock, holding a total of 2,525,000 shares.

Dividend Policy

         The Company has never paid any  dividends  on its common stock and does
not have any current plan to pay any dividends in the foreseeable future.

Item 6. Management's Discussion and Analysis of Financial Condition and
        Plan of Operation.
        ---------------------------------------------------------------

Discussion of Financial Condition

As of December 31, 1999, the Company has liquidated its livestock stable and has
no significant  assets and owes related  entities amounts in excess of available
cash.  Accordingly,  the Company is dependent upon management and/or significant
shareholders to provide  sufficient working capital to preserve the integrity of
the  corporate  entity  at  this  time.  It is  the  intent  of  management  and
significant  shareholders to provide the sufficient working capital necessary to
support the viability of the Company for the foreseeable future.

                                       2

<PAGE>


The Company's independent auditor, S.W. Hatfield, CPA, expressed, in his opinion
on the Company's audited financial statements, doubt about the Company's ability
to continue as a going  concern.  Reference is made to the Report of Independent
Certified Public Accountants included elsewhere in this report.

Item 7. Financial Statements.
        ---------------------
                                                                            Page

Report of Independent Certified Public Accountants                           F-2

Balance Sheets as of December 31, 1999 and 1998                              F-3

Statements of Operations                                                     F-4
       For the years ended December 31, 1999 and 1998

Statements of Stockholders' Deficit
       For the years ended December 31, 1999 and 1998                        F-5

Statements of Cash Flows                                                     F-6
       For the years ended December 31, 1999 and 1998


Notes to Financial Statement                                                 F-7




ITEM 8. Changes and  Disagreements  with Accountants on Accounting and Financial
        Disclosures.
        ------------------------------------------------------------------------

None




                                       3

<PAGE>

                                    PART III

Item 9. Directors. Executive Officers, Promoters and Control Persons; Compliance
        With Section 16(a) of the Exchange Act.
        ------------------------------------------------------------------------

The following table sets forth the officers and directors of the Company.

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

Kevin B. Halter           Chairman, President, CEO & Director                64
Kevin B. Halter Jr.       Vice President, Secretary, Treasurer & Director    39
Pam J. Halter             Director                                           44

Set forth below is a description of the  backgrounds of each of the officers and
directors of the Company.

Kevin B.  Halter has served as  Chairman,  President,  CEO and a director of the
Company since December 1997.  Mr. Halter has served as Chairman of the Board and
Chief  Executive  Officer  of  Halter  Capital  Corporation,  a  privately  held
investment and consulting company, since 1987. Mr. Halter has served as Chairman
of the Board and  President  of  Millennia,  Inc.  and  Chairman of the Board of
Digital  Communications  Technology  Corporation  since 1994.  Mr. Halter is the
husband of Pam Halter and the father of Kevin B. Halter, Jr.

Kevin B. Halter,  Jr. has served as Vice President,  Secretary,  Treasurer and a
director of the Company  since  December  1997.  Mr.  Halter also serves as Vice
President and Secretary of Halter  Capital  Corporation.  He is the President of
Securities  Transfer  Corporation,  a stock transfer company registered with the
Securities and Exchange Commission,  a position that he has held since 1987. Mr.
Halter has served as Vice President, Secretary and a director of Millennia, Inc.
and Digital  Communications  Technology Corporation since 1994. Kevin B. Halter,
Jr. is the son of Kevin B. Halter.

Pam J. Halter has served as a director of the Company since  December  1997. Ms.
Halter has been  involved in various  facets of horse  racing since age sixteen,
culminating with her successful  record as a trainer.  Ms. Halter is the wife of
Kevin B. Halter.

All directors hold office until the next annual meeting of the  shareholders  of
the  Company,  and until  their  successors  have been  elected  and  qualified.
Officers serve at the discretion of the Board of Directors.

Item 10. Executive Compensation.
--------------------------------

The Company pays no compensation to its officers and directors currently and has
paid no  compensation  in amount  or of any kind to its  executive  officers  or
directors  since  inception.  Executive  management  and oversight  services are
provided to the Company by a controlling shareholder. The accompanying financial
statements  reflect  management's  estimate of the  estimated  fair value of the
services  contributed  to the Company  during each fiscal year based on the time
and effort required to administer the Company's operations and affairs.





                                       4

<PAGE>


Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

         The  following  table set forth the names and  addresses of each of the
persons known by the Company to own  beneficially 5% or more of the common stock
of the Company,  as well as the common  stock  ownership of each of the officers
and directors of the Company as of May 15, 2000.

Name and Address                  Number of Shares       Percentage of Ownership
----------------                  ----------------       -----------------------

Kevin B. Halter                      1,000,000                    39.6%

16910 Dallas Parkway - #100
Dallas, TX 75248

Kevin B. Halter, Jr.                 1,250,000                    49.5%
16910 Dallas Parkway - #100
Dallas, TX 75248

Pam J. Halter                          250,000                     9.9%
16910 Dallas Parkway - #100
Dallas, TX 75248



Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

In order to maintain liquidity,  the Company has obtained  non-interest  bearing
advances from entities  owned by the Company's  management.  These  advances are
payable on demand. At December 31, 1999 the Company owed approximately $70,000.

Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

Exhibits

None

Reports on Form 8-K

No Current Report on Form 8-K was filed during the year ended December 31, 1999.




                                       5

<PAGE>


                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated:  May 24, 2000


WHISPERING OAKS INTERNATIONAL, INC.

By:  /S/ Kevin B. Halter
     -------------------------------
         Kevin B. Halter
         President, CEO and Director
         (Principal Executive Officer)



In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

/s/ Kevin B. Halter                                              May 24, 2000
-------------------
Kevin B. Halter, President, CEO & Director
(Principal Executive Officer)



/s/Kevin B. Halter, Jr.                                          May 24, 2000
-----------------------
Kevin B. Halter
Vice President, Secretary, Treasurer and Director
(Principal Financial Officer)





                                       6


<PAGE>



                       WHISPERING OAKS INTERNATIONAL, INC.

                                    CONTENTS

                                                                            Page

Report of Independent Certified Public Accountants                           F-2

Financial Statements

   Balance Sheets as of December 31, 1999 and 1998                           F-3

   Statements of Operations and Comprehensive Income

     for the years ended December 31, 1999 and 1998                          F-4

   Statement of Changes in Stockholders' Equity

     for the years ended December 31, 1999 and 1998                          F-5

   Statements of Cash Flows

     for the years ended December 31, 1999 and 1998                          F-6

   Notes to Financial Statements                                             F-7




                                                                             F-1


<PAGE>


S. W. HATFIELD, CPA
certified public accountants

Member:    American Institute of Certified Public Accountants
               SEC Practice Section
               Information Technology Section

           Texas Society of Certified Public Accountants

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
Whispering Oaks International, Inc.

We  have  audited  the   accompanying   balance   sheets  of   Whispering   Oaks
International,  Inc. (a Texas  corporation) as of December 31, 1999 and 1998 and
the related  statements  of  operations  and  comprehensive  income,  changes in
stockholders'  equity and cash flows for the years ended  December  31, 1999 and
1998,  respectively.  These financial  statements are the  responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Whispering Oaks International,
Inc. as of December 31, 1999 and 1998 and the related  statements of operations,
changes in stockholders'  equity and cash flows for the years ended December 31,
1999 and 1998, in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial  statements,  the Company has no  significant  assets and is dependent
upon significant  shareholders to provide sufficient working capital to maintain
the integrity of the corporate entity.  These  circumstances  create substantial
doubt  about the  Company's  ability  to  continue  as a going  concern  and are
discussed in Note A. The  financial  statements  do not contain any  adjustments
that might result from the outcome of these uncertainties.


                                                   /s/  S. W. HATFIELD, CPA
                                                   ------------------------
                                                        S. W. HATFIELD, CPA
Dallas, Texas
January 24, 2000



P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com

                                                                             F-2

<PAGE>

<TABLE>

<CAPTION>

                       WHISPERING OAKS INTERNATIONAL, INC.
                                 BALANCE SHEETS
                           December 31, 1999 and 1998



                                     ASSETS

                                                               1999        1998
                                                             --------    --------
<S>                                                          <C>         <C>

Current assets

   Cash on hand and in bank                                  $ 18,036    $ 15,266
                                                             --------    --------

Livestock                                                        --        32,000
   Accumulated depreciation                                      --       (10,225)
                                                             --------    --------

   Net livestock                                                 --        21,775
                                                             --------    --------

TOTAL ASSETS                                                 $ 18,036    $ 37,041
                                                             ========    ========



                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

   Accounts payable - trade                                  $   --      $ 12,231
   Advances from affiliates                                    58,925      70,705
                                                             --------    --------

   Total liabilities                                           58,925      82,936
                                                             --------    --------


Commitments and contingencies

Stockholders' equity
   Common stock - $0.001 par value
      125,000,000 shares authorized
      2,525,000 issued and outstanding, respectively            2,525       2,525
   Additional paid-in capital                                  27,475      27,475
   Contributed capital                                         20,000      15,000
   Accumulated deficit                                        (90,889)    (90,895)
                                                             --------    --------

   Total stockholders' equity                                 (40,889)    (45,895)
                                                             --------    --------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $ 18,036    $ 37,041
                                                             ========    ========
</TABLE>



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

                                                                             F-3


<PAGE>



                       WHISPERING OAKS INTERNATIONAL, INC.
                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

                     Years ended December 31, 1999 and 1998



                                                         1999            1998
                                                    -----------     -----------
Revenues

   Sales of livestock                               $    46,728     $   238,347

Cost of Sales

   Net capitalized cost of livestock                     11,108         127,907
                                                    -----------     -----------

Gross Profit                                             35,620         110,440
                                                    -----------     -----------

Operating expenses

   Livestock expenses                                    15,623         104,806
   Executive compensation contributed
      by a controlling shareholder                        5,000          15,000
   General and administrative expenses                    4,297           9,711
   Depreciation                                          10,667          71,818
                                                    -----------     -----------

   Total operating expenses                              35,614         201,335
                                                    -----------     -----------

Income (Loss) from operations                                 6         (90,895)

Other income (expense)                                     --              --
                                                    -----------     -----------

Income (Loss) before income taxes                             6         (90,895)

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

Net Income (Loss)                                             6         (90,895)

Other comprehensive income                                 --              --
                                                    -----------     -----------

Comprehensive Income (Loss)                         $         6     $   (90,895)
                                                    ===========     ===========

Income (Loss) per weighted-average share
   of common stock outstanding, computed
   on net loss - basic and fully diluted                    nil     $     (0.04)
                                                            ===     ===========

Weighted-average number of
   common shares outstanding                          2,525,000       2,525,000
                                                    ===========     ===========



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

                                                                             F-4


<PAGE>

<TABLE>

<CAPTION>


                       WHISPERING OAKS INTERNATIONAL, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                      Year ended December 31, 1999 and 1998



                                                       Additional
                                   Common Stock         paid-in     Contributed  Accumulated
                              # shares      amount     capital      capital     deficit      Total
                              ---------   ---------   ---------    ---------   ---------    ---------
<S>                           <C>         <C>         <C>          <C>         <C>          <C>

Balances at
   January 1, 1998                 --     $    --     $    --      $    --          --      $    --

Shares issued to founders       505,000         505      29,495         --          --         30,000
   Effect of 5 for 1
     forward split on
     October 15, 1999         2,025,000       2,020      (2,020)        --          --           --

Capital contributed by a
   controlling shareholder
   in the form of executive
   compensation                    --          --          --         15,000        --         15,000

Net loss for the year              --          --          --           --       (90,895)     (90,895)
                              ---------   ---------   ---------    ---------   ---------    ---------

Balances at
   December 31, 1998          2,525,000       2,525      27,475       15,000     (90,895)     (45,895)

Capital contributed by a
   controlling shareholder
   in the form of executive
   compensation                    --          --          --          5,000        --          5,000

Net income for the year            --          --          --           --             6            6
                              ---------   ---------   ---------    ---------   ---------    ---------

Balances at
   December 31, 1999            505,000   $     505   $  29,495    $  20,000   $ (90,889)   $ (40,889)
                              =========   =========   =========    =========   =========    =========


</TABLE>





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

                                                                             F-5


<PAGE>

<TABLE>

<CAPTION>

                       WHISPERING OAKS INTERNATIONAL, INC.
                            STATEMENTS OF CASH FLOWS
                     Years ended December 31, 1999 and 1998



                                                              1999         1998
                                                            ---------    ---------
<S>                                                         <C>          <C>

Cash flows from operating activities
   Net income (loss) for the year                           $       6    $ (90,895)
   Adjustments to reconcile net loss to net
     cash provided by operating activities
       Gain on sale of livestock                              (35,620)    (110,440)
       Depreciation                                            10,667       71,818
       Executive compensation contributed
         by a controlling shareholder                           5,000       15,000
       Increase (Decrease) in accounts payable                (12,231)      12,231
                                                            ---------    ---------
Net cash used in operating activities                         (32,178)    (102,286)
                                                            ---------    ---------


Cash flows from investing activities
   Proceeds from sales of livestock                            46,728      238,347
   Purchases of livestock                                        --       (221,500)
                                                            ---------    ---------
Net cash provided by investing activities                      46,728       16,847
                                                            ---------    ---------


Cash flows from financing activities
   Advances from affiliates                                      --         70,305
   Repayment of advances from affiliates                      (11,780)        --
   Proceeds from sale of common stock                            --         30,000
                                                            ---------    ---------
Net cash provided by financing activities                     (11,780)     100,705
                                                            ---------    ---------

INCREASE IN CASH                                                2,770       15,266

Cash at beginning of year                                      15,266         --
                                                            ---------    ---------

Cash at end of year                                         $  18,036    $  15,266
                                                            =========    =========

Supplemental disclosure of interest and income taxes paid
   Interest paid for the period                             $    --      $    --
                                                            =========    =========
   Income taxes paid for the period                         $    --      $    --
                                                            =========    =========
</TABLE>




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

                                                                             F-6


<PAGE>



                       WHISPERING OAKS INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS

Note A - Organization and Description of Business

Whispering Oaks  International,  Inc.  (Company) was incorporated on December 8,
1997 under the laws of the State of Texas.  The  Company was formed to engage in
the  acquisition  and  sale of  thoroughbred  race  horses  of every  age,  from
broodmares  and  weanlings  to mature  racehorses  and  stallions.  The  Company
intends, initially, to focus in the area of purchasing and selling weanlings and
yearlings  at  various  auctions  in  an  activity   commonly   referred  to  as
"pinhooking".

Pinhooking is essentially the purchase of  thoroughbred  weanlings and yearlings
at auction and reselling them at a different,  but similar,  auction in the near
future. The Company projects an average historical holding period of five to six
months between purchase and resale.

The Company began operations in January 1998 with its initial capitalization and
its initial livestock purchase.

On October 15, 1999,  the  Company's  Board of Directors  amended the  Company's
Articles of Incorporation to modify the Company's capital structure to allow for
the issuance of up to  125,000,000  total  equity  shares  consisting  solely of
common  stock with a par value of $0.001  per share and  effected a five (5) for
one (1) forward stock split. The effects of these  transactions are reflected in
the  accompanying  financial  statements as of the first day of the first period
presented.

The Company has elected a year-end of December 31 and uses the accrual method of
accounting.

As of December 31, 1999, the Company has liquidated its livestock stable and has
no significant  assets and owes related  entities amounts in excess of available
cash.  Accordingly,  the Company is dependent upon management and/or significant
shareholders to provide  sufficient working capital to preserve the integrity of
the  corporate  entity  at  this  time.  It is  the  intent  of  management  and
significant  shareholders to provide the sufficient working capital necessary to
support and preserve the integrity of the corporate  entity for the  foreseeable
future.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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  reporting  period.
Actual results could differ from those estimates.

Note B - Summary of Significant Accounting Policies

1.   Cash and cash equivalents
     -------------------------

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.

     Cash  overdraft  positions may occur from time to time due to the timing of
     making bank deposits and releasing checks, in accordance with the Company's
     cash management policies.

                                                                             F-7


<PAGE>



                       WHISPERING OAKS INTERNATIONAL, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note B - Summary of Significant Accounting Policies - Continued

2.   Livestock
     ---------

     Livestock is recorded at cost and are depreciated on a straight-line basis,
     over their  estimated  useful lives  (generally 3 years).  Foals  delivered
     after the broodmare is purchased are  capitalized by the Company at a "zero
     cost" basis.  At December 31, 1998,  the Company had one  broodmare and one
     foal  delivered  by a  broodmare  after  acquisition  by the Company in its
     stable.  As of December 31,  1999,  the Company had  liquidated  its entire
     stable of livestock.

3    Organization costs
     ------------------

     The Company has adopted the provisions of AICPA Statement of Position 98-5,
     "Reporting on the Costs of Start-Up  Activities"  whereby all  organization
     and   initial   costs   incurred   with  the   incorporation   and  initial
     capitalization of the Company were charged to operations as incurred.

4.   Income Taxes
     ------------

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At December 31, 1999 and 1998, respectively,  the deferred tax asset
     and deferred  tax  liability  accounts,  as recorded  when  material to the
     financial  statements,  are entirely  the result of temporary  differences.
     Temporary  differences  represent  differences in the recognition of assets
     and  liabilities  for  tax  and  financial  reporting  purposes,  primarily
     accumulated depreciation and amortization,  allowance for doubtful accounts
     and vacation accruals.

     At December 31, 1999, the Company has a net operating loss carryforward for
     income purposes of approximately  $70,000,  after a Fiscal 1999 utilization
     of approximately  $5,000.  If this  carryforward is not fully utilized,  it
     will expire in 2018.  As of December  31, 1999 and 1998,  the  deferred tax
     asset related to the Company's net  operating  loss  carryforward  is fully
     reserved.

5.   Earnings (loss) per share
     -------------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance, whichever is later. As of December 31, 1999 and 1998, the Company
     had no warrants and/or options outstanding.

Note C - Common Stock Transactions

On October 15, 1999,  the  Company's  Board of Directors  amended the  Company's
Articles of Incorporation to modify the Company's capital structure to allow for
the issuance of up to  125,000,000  total  equity  shares  consisting  solely of
common  stock with a par value of $0.001  per share and  effected a five (5) for
one (1) forward stock split. The effects of these  transactions are reflected in
the  accompanying  financial  statements as of the first day of the first period
presented.

                                                                             F-8


<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note C - Common Stock Transactions - Continued

In January  1998,  as  revised in March  1998,  the  Company  prepared a Private
Placement Memorandum,  utilizing an exemption from registration under Regulation
D, Rule 504 of the US Securities and Exchange  Commission,  intending to sell up
to 200,000  shares of Common  Stock at a price of $5.00 per share.  The  Company
sold no  shares  pursuant  to this  Memorandum  and  subsequently  canceled  the
proposed offering.

Note D - Contributed Capital

Executive  management  and  oversight  services are provided to the Company by a
controlling   shareholder.   The  accompanying   financial   statements  reflect
management's estimate of the estimated fair value of the services contributed to
the Company  during  each  fiscal year based on the time and effort  required to
administer the Company's operations and affairs.










                                                                             F-9