SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
 (Mark One)

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

For the Fiscal Year Ended December 31, 2004
       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:

                                  Common Stock
                              --------------------
                                (Title of Class)

Check whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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.
                                      X
                                     YES      NO

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.

The aggregate market value of the voting stock held by non-affiliates of the
Company (30,538,066 shares) based upon the closing price of the Company's common
stock on March 15, 2005, was approximately $36,600,000.

The Company's revenue from continuing operations for the most recent fiscal year
was $209,006.

As of March 15, 2005 the Company had 32,212,336 issued and outstanding shares of
common stock.

<PAGE>


ITEM 1.     DESCRIPTION OF BUSINESS

     Whispering Oaks  International,  Inc. (or  "Biocurex") was  incorporated in
December  1997.  Prior  to  February  20,  2001,  Biocurex  was  engaged  in the
acquisition  and sale of  thoroughbred  racing horses.  As of December 31, 2000,
Biocurex owned one thoroughbred horse.

      In February 2001, Biocurex ceased its business activities relating to the
acquisition and sale of thoroughbred racehorses.

      On February 21, 2001, Biocurex issued 150,000 (1,950,000 post split)
shares of its common stock to acquire from Lagostar Trading S.A. patents and
intellectual properties which related to the early detection of cancer.

      On March 1, 2001, Biocurex's Board of Directors declared a 13-for-1
forward stock split.

      On March 25, 2001, Biocurex acquired the following assets from Pacific
Biosciences Research Centre, 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     Patents
        o     Proprietary technology
        o     Cash in the amount of $129,032
        o     A 51% interest in Biolargo.

      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 Texas Secretary of
State in March 2001 to enable Biocurex to conduct its business under the name of
"Biocurex, Inc." At its next shareholders' meeting Biocurex plans to obtain
shareholder approval to change the name of Biocurex from Whispering Oaks
International Inc. to Biocurex, Inc.

      Biocurex's website is:  www.biocurex.com.

Cancer Detection Kits

      As a result of Biocurex's acquisition of technology in February and March
2001, Biocurex owns patents and intellectual properties relating to certain
technology which can be used to detect cancer. Accurate and timely diagnosis is
the vital first step in managing cancer.

     A principal goal of cancer research is to  differentiate  cancer cells from
healthy  cells.  One way to achieve this goal is to detect  molecules  (markers)
that are present on cancer cells but not on healthy cells. Biocurex's technology
relates to the RECAF(TM) marker,  which can be used in blood and tissue tests to


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<PAGE>

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 tissues studied, including breast, lung, stomach and prostate.

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

      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 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, in its device listing database, shows the Histo-RECAF(TM) kit as
a Class I medical device. 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) in tissues. However, until the Histo-RECAF kit is approved by the FDA as
a 510K diagnostic device, the Histo-RECAF 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.

      Due to the costs involved in manufacturing and marketing, Biocurex plans
to license or joint venture the Histo-RECAF(TM) technology to third parties. As
of January 31, 2005 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.


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<PAGE>

      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, during surgery, 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 Cyro-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 which
will be able to complete 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. Biocurex is currently attempting to license the assay
technology to a pharmaceutical 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 assay.

      In June 2004 Biocurex presented its results on the serum-RECAF test to
scientists at the EDRN conference in Boston and the ISOBM annual meeting in
Helsinki. Those results showed 80-90% sensitivity for a variety of cancers, with
a 95% specificity for lung, breast, stomach and ovary cancers. Further
experiments have shown that the serum-RECAF assay performs much better than
competing technologies in detecting prostate cancers and discriminating between
malignant and benign lesions.

      In late March, 2005, BioCurex signed an agreement with Abbott
Laboratories. Under terms of the licensing agreement, Abbott obtains worldwide,
semi-exclusive rights to commercialize products using BioCurex's RECAF
technology. The agreement includes payment to BioCurex of up-front fees, product
development milestones and royalties on any product sales. Abbott's goal is to
further develop this technology, incorporating it into future tests on their
ARCHITECT(R) system, for use in cancer diagnosis and monitoring.

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<PAGE>

      Abbott has a strong history in cancer diagnostics. In 1991, Abbott
developed the first automated PSA test for use on the IMx(R) System and has
continued to expand cancer test menus across its diagnostic analyzers. Abbott's
innovative genomic tests include Vysis(R) UroVysion, which aids in diagnosing
and monitoring bladder cancer, and PathVysion(R), for detecting amplification of
the HER-2 gene to aid in determining whether a patient is an appropriate
candidate for Herceptin(R) (trastuzumab) therapy for breast cancer.

      BioCurex management acknowledges the validating recognition of its RECAF
technology by a major pharma company and management looks forward to working
with Abbott in their further development and sale of serum tests for cancer
diagnosis. According to the World Health Organization, more than 10 million
people are diagnosed with cancer every year, and it is estimated that there will
be 15 million new cases every year by 2020. The chance of cure increases
substantially if cancer is detected early.

      The agreement with Abbott is semi-exclusive and BioCurex expects to engage
other major pharma companies in licencing opportunities for cancer diagnostics.
Biocurex believes that there are substantial prospects for licencing and
development of other types of diagnostic cancer tests.

Research and Development

      Pacific BioSciences Research Centre conducts all research relating to the
technology under development by Biocurex. Pacific BioSciences Research Centre is
owned 100% by Dr. Ricardo Moro-Vidal. Pacific BioSciences billed the following
amounts to Biocurex for research and development: year ended December 31, 2002 -
$426,500, year ended December 31, 2003 - $322,400, year ended December 31, 2004
- $470,400.

      In May 2003, a group of Japanese physicians/scientists agreed to test an
improved Histo-Recaf(TM) kit on cancer tissues to determine the kit's ability to
accurately detect cancer cells. The Japanese research teams are conducting the
tests on a voluntary basis and without charge to Biocurex. Biocurex is supplying
the research teams, free of charge, with the chemicals in the Histo-Recaf(TM)
kit which are required for the tests. In April 2004 Biocurex received notice
that approximately 83% of the cancer cases stained with the Histo-RECAF (TM) kit
were clearly positive and distinguishable from normal specimens with a
microscope.

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 seven foreign countries which
were pending as of January 31, 2005.

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<PAGE>


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 marker in all the types of
cancer studied so far, including breast, stomach, lung and colon cancers.

      A number of companies, including Abbott Labs, 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, 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 Federal
Food and Drug Administration (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 in
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
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 in 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.

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<PAGE>

      In addition to obtaining FDA approval for a product, a biologics
establishment license application ("ELA") may need to be filed in the case of
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 biologicals 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 data of medical devices which perform similar functions products
and which the FDA has already cleared. As long as a medical device submitted to
the FDA has the same clinical use as a medical device previously cleared by the
FDA the medical device submitted will normally receive FDA clearance providing
data proving substantial equivalence to the other approved medical devices and
verification of claims is provided to the FDA. In the case of the Histo-RECAF
kit, Biocurex provided the FDA with reports from pathologists that used the kit
and also provided a pathologist from the FDA with a collection of tissues
stained with the kit. The FDA, in its device listing database, shows the
Histo-RECAF kit as a Class I medical device. Biocurex expects that its
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.

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<PAGE>

BioLargo Technologies, Inc.

      At December 31, 2001 Biocurex had a 51% interest in BioLargo Technologies,
Inc. ("BioLargo"). BioLargo has patented technology that combines
super-absorbent fibers with an iodine which becomes active when wet. This
composite material, known as I2ABSORB, is able to contain, absorb, deodorize and
neutralize various biohazardous materials including blood specimens,
incontinence pad, diapers, wound dressings, food package liners and surgical
drapes. Recently adopted U.S. Department of Transportation regulations require
the use of an absorbent between containers holding biohazardous materials and
outside packaging.

      Biocurex acquired its interest in BioLargo because it believed that
BioLargo would be able to generate revenues which could support Biocurex's
operations. When Biocurex determined that it was unlikely that BioLargo would be
able to generate a positive cash flow, Biocurex decided to sell most of its 51%
interest in BioLargo.

      On June 28, 2002, Biocurex entered into an option agreement with Turtle
Dove Resources, Inc. ("Turtle"), which gave Turtle the option to acquire
9,000,001 of the 10,000,001 shares of BioLargo's common stock owned by Biocurex.
Biocurex's investment in BioLargo as of June 28, 2002, was approximately
$128,000. During the ten months ended October 31, 2002, Biocurex sold 3,150,000
of its BioLargo shares to Turtle for $180,266. Subsequent to October 31, 2002
Turtle's option expired. In November 2002 Biocurex sold 900,000 shares of
BioLargo to Eastern Capital Corp. for $50,000. As of January 31, 2005 Biocurex
did not have an agreement with any person to sell its remaining BioLargo shares
and Biocurex is accounting for the remaining shares as an equity investment with
no value. BioLargo is presently inactive.

ITEM 2.     DESCRIPTION OF PROPERTY

      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 $3,165 per month. Biocurex rents its
office space from Pacific Bioscience Research Centre, a company affiliated with
Biocurex's President.

ITEM 3.     LEGAL PROCEEDINGS

      Biocurex is not involved in any legal proceedings.

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

      None.

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
            MATTERS.

     Prior to April 15,  2004  Biocurex's  common  stock  was  traded on the OTC
Bulletin  Board.  On  April 8,  2004  the  Securities  and  Exchange  Commission
announced the temporary  suspension of trading in Biocurex's  common stock.  The
trading  suspension  ended at 11:59 p.m. on April 22, 2004. The SEC  temporarily

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suspended  trading in  Biocurex's  common stock  because of questions by the SEC
regarding the accuracy of  assertions  by Biocurex and others in press  releases
and e-mails sent to investors.  Biocurex believes that it has answered the SEC's
questions  concerning  information which has been publicly released by Biocurex.
As of the date of the filing of this report,  the SEC had not notified  Biocurex
of its  findings nor has it advised  Biocurex  that its  investigation  has been
completed.  During the period of the trading halt market makers were not able to
enter  quotations.  When no quotations were entered for three  consecutive days,
the NASD  automatically,  and  without  notice to Biocuex,  delisted  Biocurex's
common  stock  from  the OTC  Bulletin  Board.  Subsequent  to  April  22,  2004
Biocurex's common stock has traded in over-the-counter market which is sometimes
referred to as the "pink sheets"

      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

            3/31/03                    $0.53           $0.05
           6/30/03                     $0.26           $0.16
           9/30/03                     $0.20           $0.15
          12/31/03                     $0.36           $0.14

           3/31/04                     $0.33           $0.24
           6/30/04                     $2.80           $0.69
           9/30/04                     $1.02           $0.51
          12/31/04                     $0.77           $0.52

      As of March 15, 2005, there were approximately 80 record holders of
Biocurex's common stock and over 4,000 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.

      As of March 15, 2005, Biocurex had 32,212,336 outstanding shares of common
stock. The following table lists additional shares of Biocurex's common stock
which may be issued as the result of the exercise of outstanding options,
warrants or convertible notes:

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                                                            Number of    Note
                                                             Shares    Reference

Shares issuable upon exercise of Non-Qualified Stock
options granted to officers, directors, employees and
consultants.                                                2,853,000      A

Shares issuable upon exercise of warrants granted
to Biocurex's officers, directors, employees,
financial consultants and private investors                 4,984,016      B

   Shares issuable upon conversion of notes                 2,243,549      C

   Shares issuable upon exercise of warrants issued to
   note holders                                             4,895,943      C


A.   See Item 10 of this report for  information  concerning  the  Non-Qualified
     Stock Option Plan.

B.   Warrants  in  this  category  were  not  granted   pursuant  to  Biocurex's
     Non-Qualified  Stock Option Plan.  The warrants are  exercisable  at prices
     between $0.001 and $0.60 per share and expire between  November 1, 2006 and
     March 31, 2009.

C.   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 in number to the amount  determined by
     dividing the principal amount to be converted by the Conversion  Price. The
     Conversion Price was separately negotiated for each note and ranges between
     $0.05 and $0.23.  If all remaining  notes were converted  Biocurex would be
     obligated to issue an additional  2,243,549  shares of common stock.  As of
     March 15, 2005 one note in the  principal  amount of $53,000 was repaid and
     one note in the  principal  amount  of  $143,700  had been  converted  into
     955,800 shares of Biocurex's  common stock.  The note holders also received
     warrants to collectively  purchase  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  between  January 17 and November 11, 2005.  As of March 15,
     2005  warrants to purchase  737,494  shares had been  exercised.  For every
     share  issued upon  conversion  the note  holders  are  entitled to receive
     warrants to purchase one additional  share of common stockat prices between
     $0.05 and $0.38 per share.  The warrants  expire at various  dates  between
     January 17 and November  11, 2008. A warrant for 955,800  shares was issued
     when  the  $143,700  note  was  converted.  If  all  remaining  notes  were
     converted,  Biocurex would be obligated to issue warrants which would allow
     the holders to purchase  2,243,549  additional  shares of Biocurex's common
     stock.

      The shares referred to in Note A has been registered for public sale by
means of a registration statement on Form S-8 which BioCurex has filed with the
Securities and Exchange Commission.

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      A number of the shares referred to in Note C will be offered for resale by
means of a registration statement on Form SB-2 which Biocurex has filed with the
Securities and Exchange Commission.

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

Plan of Operation

In February 2001, Biocurex discontinued its former business, which was the
purchase and sale of thoroughbred racehorses. In February and March of 2001,
Biocurex acquired certain patents and intellectual properties relating to a
technology which can be used to detect cancer. Since that time, Biocurex has
been involved in developing cancer detection technology and:

o    has developed a cancer  detection kit for tissues  (Histo-RECAF(TM))  which
     stains cancer cells thereby allowing a pathologist to easily see the cancer
     cells with the use of a microscope,

o    has  developed  the  Cryo-RECAF(TM)  diagnostic  kit  which  can be used by
     pathologists  as an aid in  determining  whether cancer cells are benign or
     malignant during surgery, and

o    is  working  on the  development  of a  screening  assay  which can  detect
     multiple cancers from a blood (serum) sample.

      The FDA, in its device listing database, shows the Histo-RECAF(TM) kit as
a Class I medical device. 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) 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 15, 2005 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 Abbott  Laboratories.  The  Licensing  Agreement  with  Abbott is
semi-exclusive  thus  allowing for more than one licensee.  Biocurex  expects to
enter into other licensing  agreements in the coming months.  BioCurex  retained
all rights to its prototype format, a radio-immunoassay (RIA), which it plans to
commercialize  directly  to clinical  laboratories  as ASRs  ("Analyte  Specific
Reagents")  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/reclassifying ASRs based


                                       11
<PAGE>

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 submit 510(k)s or PMAs for
the  majority of  individual  reagents.  This  regulation  could allow  clinical
laboratories to produce RECAF 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 year ended December 31, 2005 Biocurex:

o    will  continue its efforts to license the  Histo-Recaf  technology to third
     parties.

o    plans to enter into agreements relating to its RIA blood test with clinical
     laboratories using ASRs.

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

o    if necessary, will continue to raise capital through the sale of its common
     stock  or  securities  convertible  into  common  stock  in  order  to fund
     Biocurex's operations and research and development.

o    continue research in the areas of therapeutics and imagery.

During the fiscal 2005 it is expected that all research and development work
will be performed by Pacific Biosciences Research Centre on behalf of Biocurex.

Financial Data

      The financial data presented below should be read in conjunction with the
more detailed financial statements and related notes which are included
elsewhere in this prospectus.

Results of Operations:               Year Ended              Year Ended
----------------------            December 31, 2004       December 31, 2003


Revenue                          $    209,006            $         --
Operating Expenses                 (1,504,226)             (1,983,976)
Other income (expense)                (75,234)               (634,979)
                                  -----------            ------------
Net loss                          $(1,406,455)           $ (2,618,955)
                                  ===========            ============


                                       12
<PAGE>

Balance Sheet Data:
                                  December 31, 2004      December 31, 2003

Current Assets                     $  589,021              $  348,006
Total Assets                          822,861                 555,638
Current Liabilities                 1,095,834               1,343,883
Total Liabilities                   1,095,834               1,343,883
Working Capital (Deficit)            (506,813)               (995,877)
Stockholders' (Deficit)              (272,973)               (788,245)

Results of Operations

      Material changes of items in Biocurex's Statement of Operations for the
year ended December 31, 2004, as compared to the same period in the prior year,
are discussed below:

                          Increase (I)
Item                      or Decrease (D)  Reason

Sales and Licensing Revenue        I       Value of shares ($162,000) plus cash
                                           received as payment for license of
                                           technology.

Professional and Consulting Fees   D       Less use of investor relations
                                           consultants in 2004.

Research and Development           I       Due  to a lack of cash, no research
                                           and development was during the first
                                           three months of 2003.

Stock Based Compensation           D       Decrease  in  options  granted   for
                                           consulting services in 2004.

General and Administrative         D       Decrease in public relations expense
                                           in 2004 plus the recovery of a
                                           receivable (approximately $50,000)
                                           that had been charged to expense in
                                           the prior year.

Interest Expense                   D       Amount in 2003 reflected  expense
                                           associated with the issuance of
                                           warrants



                                       13
<PAGE>

Liquidity and Capital Resources

Biocurex's sources and (uses) of cash during the year ended December 31, 2003
were:

   Cash used in operations                                     $(722,708)

   Capitalized patent costs                                      (43,553)

   Sale of convertible notes (net of payments)                   476,743

   Sale of common stock in private placements and exercise
     of options                                                  367,971

   Increase in accrued interest on advances from Dr. Wittenberg   56,022

Biocurex's sources and (uses) of cash during the year ended
December 31, 2004 were:

      Cash used in operations                                  $(911,039)

      Capitalized patent costs                                   (42,858)

      Sale of common stock in private placements
         and exercise of options and warrants                  1,060,154

      Collection of subscription receivable                       50,000

      Payment of accrued management fees to Dr. Moro              (2,500)

      Payment of loans from Dr. Wittenberg                      (143,089)

      Advances from Pacific Biosciences Research Center and
         accrued interest on loan from Dr. Wittenberg             45,464

      Other                                                          883

      Use of cash during year ended
      December 31, 2004                                          (38,870)

     As of  December  31,  2004,  Biocurex  had a  working  capital  deficit  of
$(506,813). Included in current liabilities at December 31, 2004 are amounts due
to officers, directors, and related parties of Biocurex totaling $473,426.

     Biocurex  does not  have  any  traditional  financing  arrangements.  Since
January of 2003  Biocurex  has been able to finance its  operations  through the
private  sale of its common  stock and from  borrowings  from  private  lenders.
Biocurex  plans to  continue  to obtain the  capital  needed for its  operations
through these  financial  arrangements.  There can be no assurance that Biocurex
will be successful in obtaining any additional capital.

                                       14
<PAGE>

      Biocurex anticipates that the capital requirements for the year ended
December 31, 2005 will be as follows:

      Research and Development - Theraputics                  $   400,000
      Research and Development - Histo-Recaf kits                  75,000
      Research and Development - Serum screening assay            250,000
      Research and Development - Imagery                          200,000
      Payment of Outstanding Liabilities                          420,000
      General and Administrative Expenses                         320,000
      Marketing and Investor Communications                       200,000
                                                               ----------
            Total:                                             $1,865,000
                                                               ==========

     Biocurex  does not have any bank  lines of credit or any other  traditional
financing  arrangements.  Biocurex will need additional capital until it is able
to generate  significant  revenues from  licensing its  technology or from other
sources.  Biocurex expects to obtain additional capital through the private sale
of its  common  stock or from  borrowings  from  private  lenders  or  financial
institutions.  From an  operations  standpoint,  the  most  significant  capital
requirements  of Biocurex are general and  administrative  expenses and research
and development. 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  Research  Centre,
which is  controlled  by the  President of  Biocurex,  performs all research and
development  work on  behalf of  Biocurex.  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.

      Although Generally Accepted Accounting Principles require Biocurex's
financial statements to show its intellectual property as having no value, an
independent appraisal has valued Biocurex's intellectual property at
approximately $5,000,000 as of December 31, 2003.

Recent Accounting Pronouncements

      See Note 1 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
1 to the  Financial  Statements  included  as a part  of this  report,  However,
certain  accounting  policies are  particularly  important  to the  portrayal of
financial  position and results of  operations  and require the  application  of
significant  judgments by management.  As a result,  the consolidated  financial


                                       15
<PAGE>

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.
Biocurex's revenue consists of license fees related to the licensing of
RECAF(TM) technology. At the present time, there is one licensing agreement.
Biocurex recognizes revenues at the time of shipment of products and subsequent
to performing credit evaluations of customers.

      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 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.

      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 Options - In October 1996, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards No. 123, Accounting
for Stock-Based Compensation (SFAS No. 123). This statement encourages but does
not require companies to account for employee stock compensation awards based on
their estimated fair value at the grant date with the resulting cost charged to
operations. Biocurex has elected to continue to account for its employee
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and related Interpretations. In December 2002, the FASB issued SFAS
No. 148, "Accounting for Stock-Based Compensation - Transaction and Disclosure"
which amends SFAS No. 123. SFAS No. 148 provided alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation and requires more prominent and more
frequent disclosures in the financial statements of the effects of stock-based
compensation. The provisions of SFAS No. 148 are effective for periods beginning
after December 15, 2002. Biocurex has elected to continue to account for its
employee stock-based compensation using the intrinsic value method.



                                       16
<PAGE>

ITEM 7.     FINANCIAL STATEMENTS.

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

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURES

      Effective July 29, 2004 Biocurex dismissed Stonefield Josephson, Inc.
("Stonefield Josephson") as Biocurex's independent auditors. Stonefield
Josephson audited Biocurex's financial statements for the fiscal years ended
December 31, 2002 and 2003. The reports of Stonefield Josephson for these fiscal
years did not contain an adverse opinion, or disclaimer of opinion and were not
qualified or modified as to audit scope or accounting principles. However, the
report of Stonefield Josephson for these fiscal years was qualified with respect
to uncertainty as to Biocurex's ability to continue as a going concern.

      Except as noted below, during Biocurex's two most recent fiscal years and
subsequent interim period ended July 29, 2004 there were no disagreements with
Stonefield Josephson on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Stonefield Josephson would
have caused it to make reference to such disagreements in its reports.

      In November 2003 Biocurex filed a registration statement on Form SB-2 with
the Securities and Exchange Commission. As part of the normal review process,
the SEC, in November 2003, asked Biocurex to justify its accounting for the
Lagostar and Curex transactions. After receiving the SEC's request regarding
Lagostar and Curex, it was decided that the shares issued for Lagostar's patents
and intellectual property were without value since Biocurex was not operating at
the time of the Lagostar acquisition. Consequently, management decided that the
assets acquired from Lagostar, for financial reporting purposes, were without
value pursuant to SFAS 142.

      It was also decided that:

o    the shares of common  stock issued as payment for the Curex notes could not
     be valued,
o    for financial  reporting  purposes the intellectual  property acquired from
     Curex, originally valued at $1,715,674, should be shown as having no value,
     and
o    the value of the patents  acquired from Curex should be reduced by $149,410
     so as to reflect the amount spent by Curex in obtaining the patents.

Biocurex restated its financial statements for the years ended December 31, 2002
and 2001 to reflect the changes to the valuation of the intellectual property
and patents acquired from Lagostar and Curex and the associated amortization of
the intellectual property and patents.

      A majority of Biocurex's directors participated in the discussions with
Stonefield Josephson regarding the accounting principles to be followed with
respect to the Lagostar and Curex transactions.

      During the course of its audit on Biocurex's December 31, 2003 financial
statements, Stonefield Josephson advised Biocurex that Biocurex presently did
not have accounting personnel capable of accounting for complex transactions,
and hence were not capable of preparing Biocurex's financial statements
(including footnotes to the financial statements) in accordance with generally
accepted accounting principles. Biocurex has since retained an independent
consulting firm to assist Biocurex in the preparation of its quarterly and year
end financial statements.

                                       17
<PAGE>

      On August 2, 2004 Biocurex appointed Manning Elliott, Chartered
Accountants ("Manning Elliott") to act as Biocurex's independent accountants.

      The change in Biocurex's auditors was recommended and approved by the
board of directors of Biocurex. Biocurex does not have an audit committee.

      During the two most recent fiscal years and subsequent interim period
ended August 2, 2004, Biocurex did not consult with Manning Elliott regarding
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
Biocurex's financial statements, or any matter that was the subject of a
disagreement or a reportable event as defined in the regulations of the
Securities and Exchange Commission.

ITEM 8A.    CONTROLS AND PROCEDURES

Dr. Ricardo Moro, Biocurex's Chief Executive Officer and Dr. Gerald Wittenberg,
Biocurex's Principal Financial Officer, have evaluated the effectiveness of
Biocurex's disclosure controls and procedures as of the end of the period
covered by this report (the "Evaluation Date"); and in their opinion Biocurex's
disclosure controls and procedures ensure that material information relating to
Biocurex, including Biocurex's consolidated subsidiaries, is made known to them
by others within those entities, particularly during the period in which this
report is being prepared, so as to allow timely decisions regarding required
disclosure. To the knowledge of Dr. Moro and Dr. Wittenberg there have been no
significant changes in Biocurex's internal controls or in other factors that
could significantly affect Biocurex's internal controls subsequent to the
Evaluation Date.

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
            PERSONS.

      Information concerning Biocurex's officers and directors follows:

      Name                    Age       Position

      Dr. Ricardo Moro         52       President, Chief Executive Officer
                                          and  a  Director
      Dr. Gerald Wittenberg    52       Principal Financial Officer, Secretary,
                                          Treasurer, and a Director
      Dr. Phil Gold, PhD       65       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.



                                       18
<PAGE>

      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
Research Centre, formerly named Curex Technologies Inc., where he developed the
RECAF cancer marker concept. From 1980 to 1985, Dr. Moro worked in cancer
research at the French National Cancer Institute near Paris, France. From late
1985 to 1988 he worked at the University of Alberta, Edmonton on
onco-developmental biology. From 1989 to 1996 he was engaged in various
entrepreneurial ventures relating to diagnostics and instrumentation.

      Dr. Gerald Wittenberg D.M.D., MS. - has been an officer and director of
Biocurex since March 2001. Dr. Wittenberg is a specialist in Oral and
Maxillofacial Surgery and has been in private practice since 1981.

      Dr. Phil Gold, C.C., O.Q., MD., PhD. - has been a director of Biocurex
since March of 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 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 Board of 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 does not have any revenues. Dr. Phil Gold is the only
director who is independent, as that term is defined in Section 121(A) of the
Listing Standards of the American Stock Exchange.

      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.

      Section 16(a) of the Securities Exchange Act of 1934 requires directors,
executive officers and 10% or greater shareholders of Biocurex to file with the
Securities and Exchange Commission initial reports of ownership (Form 3) and
reports of changes in ownership of equity securities of Biocurex (Form 4 and
Form 5) and to provide copies of all such forms as filed to Biocurex. To
Biocurex's knowledge, during the year ended December 31, 2004 the number of
reports and number of transactions not filed within the time periods required by
the regulations of the Securities and Exchange Commission by Biocurex's officers
and directors were: Dr. Ricardo Moro (two reports and four transactions), Dr.
Gerald Wittenberg (two reports and four transactions), Dr. Phil Gold (one report
and twelve transactions).



                                       19
<PAGE>

ITEM 10.    EXECUTIVE COMPENSATION

      The following table sets forth in summary form the compensation received
by (i) the Chief Executive Officer of Biocurex and (ii) by each other executive
officer of Biocurex who received in excess of $100,000 during the fiscal year
ended December 31, 2004. Biocurex does not have a Compensation Committee.

                                                                          All
                                          Other                          Other
                                          Annual  Restric-                Com-
Name and                                 Compen-  ted Stock  Options     pensa-
Principal        Fiscal   Salary  Bonus  sation    Awards    Granted     tion
Position          Year      (1)    (2)     (3)      (4)        (5)        (6)
------------     ------   ------ ------  -------  -------    -------    -------

Dr. Ricardo Moro    2004  $    --   --       --        --   650,000        --
Chief Executive     2003  $    --   --       --        --   800,000        --
Officer since       2002  $27,000   --       --        --   600,000        --
December 10, 2002

Dr. Paul Slowey     2002 $108,500   --       --        --        --        --
Chief Executive
Officer between
April  2002 and
December  2002

Dr. Strathearn
   Wilson           2002 $  5,732   --       --        -    125,000        --
Chief Executive
Officer between
March 2001 and
April 2002

(1) The dollar value of base salary (cash and non-cash) earned during the fiscal
    year. Biocurex owed Dr. Moro $54,000 for accrued compensation at December
    31, 2002, and $7,000 for accrued compensation at December 31, 2003, and
    2004. In March 2003 Dr. Moro applied $35,000 of the amount owed to him
    toward the exercise price of options to purchase 500,000 shares of
    Biocurex's common stock. In March 2003 Biocurex issued Dr. Moro 250,000
    shares in payment of $12,000 of accrued compensation. Dr. Slowey's salary
    was paid in June 2003 with 353,000 shares of Biocurex's common stock.
(2) The dollar value of bonus (cash and non-cash) received.
(3) Any other annual compensation not properly categorized as salary or bonus,
    including perquisites and other personal benefits, securities or property.
(4) During the periods covered by the table, the value of the shares of
    Biocurex's common stock issued as compensation for services.



                                       20
<PAGE>

      The table below shows the number of shares of Biocurex's common stock
owned by the officers listed above and the value of these shares as of December
31, 2004.

      Name                      Shares         Value

      Dr. Ricardo Moro         450,000        $270,000

(5) The shares of common stock to be received upon the exercise of all stock
    options granted during the periods covered by the table.
(6) All other compensation received that Biocurex could not properly report in
    any other column of the table.

      Biocurex does not have an audit committee or 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 by resolutions adopted by unanimous written consent. 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.

Long-Term Incentive Plans - Awards in Last Fiscal Year

      None.

Employee Pension, Profit Sharing or Other Retirement Plans

      None.

Compensation of Directors

      Standard Arrangements. Currently Biocurex does not pay its directors for
serving as directors. Biocurex has no standard arrangement pursuant to which
directors of Biocurex are compensated for any services provided as a director or
for committee participation or special assignments.
      Other Arrangements. See "Stock Option and Bonus Plans" below for
information concerning options granted to Biocurex's officers and directors.



                                       21
<PAGE>

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 granted pursuant to the
Plan. Biocurex's employees, directors, officers, consultants and advisors are
eligible to be granted options 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 option exercise price is determined by the
Committee but cannot be less than the market price of Biocurex's Common Stock on
the date the option is granted.

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
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 (or any part of any options) 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.

                                       22
<PAGE>

      Options are generally non-transferable except upon 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 without shareholder approval
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.

           Options Granted and Exercised During the Three Years Ended
           December 31, 2004 and Value of Options at December 31, 2004

      The following tables present information concerning the options or
warrants (collectively the "options") granted during the three years ended
December 31, 2004 to Biocurex's officers and directors and the value of all
unexercised options (regardless of when granted) held by these persons as of
December 31, 2004.

                                                 2002
                      ---------------------------------------------------------
                                         % of Total
                      Shares Issuable      Options
                     Upon Exercise of     Granted to    Price Per    Expiration
 Name               Options/Warrants (1)  Employees       Share          Date
------              -------------------   ------------  ---------   ------------

Dr. Ricardo Moro          600,000           26.9%        $0.07 (2)   11/01/04
Dr. Gerald Wittenberg     600,000           26.9%        $0.07 (2)   11/01/04
Dr. Phil Gold             130,000            5.8%        $0.07 (2)   11/01/04

                                                 2003
                      ---------------------------------------------------------
                                        % of Total
                      Shares Issuable      Options
                     Upon Exercise of     Granted to    Price Per    Expiration
 Name               Options/Warrants (1)  Employees       Share          Date
------              -------------------   ------------  ---------   ------------

Dr. Ricardo Moro          800,000            24%        $0.001 (3)    8/31/08
Dr. Gerald Wittenberg     800,000            24%        $0.001 (3)    8/31/08
Dr. Phil Gold             150,000             5%        $0.001 (3)    8/31/08

                                                2004
                      ---------------------------------------------------------
                                           % of Total
                      Shares Issuable      Options
                     Upon Exercise of     Granted to    Price Per    Expiration
 Name               Options/Warrants (1)  Employees       Share          Date
------              -------------------   ------------  ---------   ------------


Dr. Ricardo Moro           650,000          28.6%         $0.001      3/31/09
Dr. Gerald Wittenberg      650,000          28.6%         $0.001      3/31/09
Dr. Phil Gold              150,000           6.6%         $0.001      3/31/09


                                       23
<PAGE>

(1)  These options were granted pursuant to Biocurex's Non-Qualified Stock
     Option Plan. On March 12, 2003 Dr. Moro and Dr. Wittenberg each agreed to
     the cancellation of options for the purchase of 100,000 shares.

(2)  On December 5, 2002 Biocurex's Board of Directors approved a resolution
     lowering the exercise price of these options from $1.00 to $0.07.
     Biocurex's directors authorized the repricing of the options since the
     exercise price of the options prior to their repricing was substantially in
     excess of the market price of Biocurex's common stock on the repricing date
     and as a result, the options no longer served as an effective incentive to
     the holders of the options.

(3)  The exercise price of these options was set at below market value to
     compensate Dr. Moro, Dr. Wittenberg and Dr. Gold for services provided to
     Biocurex.



<PAGE>

<TABLE>
<S>                      <C>      <C>          <C>              <C>               <C>
                                                                              Value (in $) of
                                                             Number of      Unexercised In-the-
                                                            Unexercised       Money Options at
                                 Shares                    Options (3)     December 31, 2004(4)
                                                         ----------------   --------------------
                      Date of  Acquired On     Value        Exercisable/        Exercisable/
                      Exercise  Exercise (1) Realized (2)   Unexercisable      Unexercisable
                     ---------  -----------  -----------   -------------     -----------------

Dr. Ricardo Moro       1/8/03    500,000     $  5,000            --/--             --/--
Dr. Gerald Wittenberg  1/8/03    500,000     $  5,000            --/--             --/--
Dr. Phil Gold         1/17/03    130,000     $  5,200            --/--             --/--
Dr. Ricardo Moro      11/3/03    150,000     $ 31,500       650,000/--
Dr. Gerald Wittenberg 11/3/03    150,000     $ 31,500       650,000/--
Dr. Phil Gold         11/3/03    150,000     $ 31,500            --/--             --/--
Dr. Ricardo Moro       9/3/04    200,000     $150,000       450,000/--
Dr. Gerald Wittenberg 9/28/04    200,000     $146,000       450,000/--             --/--
Dr. Phil Gold          4/5/04    150,000     $357,000            --/--             --/--

</TABLE>

(1)  The number of shares received upon exercise of options during the three
     years ended December 31, 2004.
(2)  With respect to options exercised during Biocurex's three years ended
     December 31, 2004, the dollar value of the difference between the option
     exercise price and the market value of the option shares purchased on the
     date of the exercise of the options.
(3)  The total number of unexercised options held as of December 31, 2004,
     separated between those options that were exercisable and those options
     that were not exercisable.
(4)  For all unexercised options held as of December 31, 2004, the market value
     of the stock underlying those options as of December 31, 2004.

Summary

      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, 2004. Biocurex's Non-Qualified Stock Option
Plan has not been approved by Biocurex's shareholders.

                                       24
<PAGE>

                                                             Number of
                     Number                            Securities Remaining
                  of Securities                        Available For Future
                  to be Issued    Weighted-Average    Issuance Under Equity
                  Upon Exercise   Exercise Price of    Compensation Plans
                  of Outstanding   of Outstanding     (Excluding Securities
Plan category      Options [a]      Options [b]    Reflected in Column (a))[c]
-------------------------------------------------------------------------------

Non-Qualified Stock    2,587,000         $0.05                4,433,056
 Option Plan

      Subsequent to December 31, 2004 options to purchase 500,000 shares of
common stock were granted pursuant to the Non-Qualified Stock Option Plan.

      The following table shows, as of March 15, 2005, the number of stock
options and stock bonuses granted by Biocurex pursuant to the Plans. Each option
represents the right to purchase one share of Biocurex's common stock.

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

Non-Qualified Stock
  Option Plan        12,500,000  8,366,944  5,513,944        N/A     3,933,056

Stock Bonus Plan      5,500,000        N/A        N/A  1,582,670     3,917,330

      The following table summarizes the options and stock bonuses exercised by
Biocurex's officers, directors, employees and consultants pursuant to the Plans,
as well as outstanding options, as of March 15, 2005.
Non-Qualified Stock Options

                        Options     Exercise    Expiration  Options Exercised as
Name                    Granted        Price      Date (2)   of January 31, 2005
----                    -------     ----------- ----------  -------------------

Ricardo Moro            500,000     $0.07 (1)    11/01/04        500,000
Gerald Wittenberg       500,000     $0.07 (1)    11/01/04        500,000
Phil Gold               130,000     $0.07 (1)    11/01/04        130,000
Ricardo Moro            800,000     $0.001 (4)   08/31/08        150,000
Gerald Wittenberg       800,000     $0.001 (4)   08/31/08        150,000
Phil Gold               150,000     $0.001 (4)   08/31/08        150,000
Ricardo Moro            650,000     $0.001 (4)   03/31/09        200,000
Gerald Wittenberg       650,000     $0.001 (4)   03/31/09        200,000
Phil Gold               150,000     $0.001 (4)   03/31/09        150,000
Ricardo Moro            225,000     $0.001 (4)   01/31/09             --
Gerald Wittenberg       225,000     $0.001 (4)   01/31/09             --
Phil Gold                50,000     $0.001 (4)   01/31/09             --
Other employees and   3,536,944        (5)     various dates   3,383,944
 consultants:                                    prior to
                                                 10/12/07

                                       25
<PAGE>


(1)  On December 5, 2002 Biocurex's Board of Directors approved a resolution
     lowering the exercise price of these options from $1.00 to $0.07.
     Biocurex's directors authorized the repricing of the options since the
     exercise price of the options prior to their repricing was substantially in
     excess of the market price of Biocurex's common stock on the repricing date
     and as a result the options no longer served as an effective incentive to
     the holders of the options
(2)  The options may expire on earlier dates as the result of the termination of
     the option holder's employment or other association with Biocurex.
(4)  The exercise price of these options was set at below market value to
     compensate Dr. Moro, Dr. Wittenberg and Dr. Gold for services provided to
     Biocurex.
(5)  Exercise prices vary between $0.07 and $0.60 per share.

Stock Bonuses

      As of March 15, 2005 Biocurex had issued shares of its common stock
pursuant to its Stock Bonus plan to the following persons:

      Name                                   Date              Shares
      ----                                   ----              -------

      Former employee and consultants        various        1,582,670

Warrants

      Separate from its Non-Qualified Stock Option Plan, Biocurex has granted
warrants to the following officers and directors:

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

Dr. Gerald Wittenberg       252,278             $0.05       12/31/06
Dr. Gerald Wittenberg     1,275,000             $0.08       01/15/08

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT.

      The following table sets forth, as of March 15, 2005, 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 (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                  1,775,000               5.3%
     1007-1625 West 13th Avenue
     Vancouver, British Columbia
     Canada  V6J 2E9

     Dr. Gerald Wittenberg             4,076,548              11.6%
     6857 Churchill Street
     Vancouver, British Columbia
     Canada  V6P 5B4

                                       26
<PAGE>

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

     Dr. Phil Gold                        50,000               0.2%
     3225 The Boulevard
     Westmount, Quebec
     Canada  H3Y 1S4

     All Officers and Directors        5,901,548              17.1%
     as a Group (3 persons)

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

                                  Shares Issuable Upon      Option Exercise
         Name                      Exercise of Options          Price
         ----                     ---------------------     ---------------

         Dr. Ricardo Moro              1,325,000                 $0.001
         Dr. Gerald Wittenberg           252,278                 $0.05
         Dr. Gerald Wittenberg         1,275,000                 $0.08
         Dr. Gerald Wittenberg         1,325,000                 $0.001
         Dr. Phil Gold                    50,000                 $0.001

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      As of December 31, 2000, Biocurex was engaged in the acquisition and sale
of thoroughbred racing horses. As of December 31, 2000 Biocurex owned one
thoroughbred horse and had 2,525,000 outstanding shares of common stock. The
officers and directors of Biocurex at that time were Kevin B. Halter, Kevin B.
Halter Jr., and Pam J. Halter. The Halter's collectively owned 1,900,000 shares
of Biocurex's common stock. During the year ended December 31, 2001, Biocurex
transferred the thoroughbred horse, having a net book value of $13,128, to the
Halter's as payment in full on the advances given to Biocurex totaling $72,303.
The difference of $59,175 was recorded as a contribution to capital.

      On February 20, 2001, Ignacio Martinelli purchased 1,892,308 shares from
the Halters for $50,000. In connection with this transaction, the Halters
elected Mr. Martinelli as a director and then resigned their positions as
officers and directors of Biocurex. Biocurex also ceased its business activities
relating to the acquisition and sale of thoroughbred racehorses.

      On February 21, 2001, Biocurex issued 150,000 (1,950,000 post split)
shares of its common stock to acquire all of the issued and outstanding shares
of Lagostar Trading S.A. At the time of this acquisition, Lagostar Trading owned
certain technology and patents, which relate to the early detection of cancer.
Prior to its acquisition by Biocurex, all of the outstanding shares of Lagostar
Trading were owned by relatives of Dr. Ricardo Moro, an officer and director of
Biocurex.

      On March 1, 2001, Biocurex's Board of Directors declared a 13-for-1
forward stock split.

                                       27
<PAGE>

      As a result of this forward split, Mr. Martinelli owned 24,600,004 shares
of common stock and Biocurex's capitalization increased to 32,825,026
outstanding shares of common stock.

      On March 25, 2001, Biocurex acquired the following assets from Pacific
Biosciences Research Centre, formerly 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     Patents
o     Proprietary technology
o     Cash in the amount of $129,032
o     A 51% interest in Biolargo.

      Dr. Ricardo Moro was at the time of this acquisition and at present is,
the president and sole shareholder of Pacific Biosciences.

      On April 20, 2001, Mr. Martinelli, as Biocurex's sole director, appointed
Dr. Ricardo Moro, Dr. Gerald Wittenberg and Dr. Phil Gold as directors.
Following these appointments, Mr. Martinelli resigned as an officer and a
director.

      In March 2001, Mr. Martinelli returned 24,600,004 shares of common stock
to Biocurex for cancellation.

      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 Research
Centre. Dr. Wittenberg received 519,270 of these shares.

      Pacific BioSciences Research Centre conducts all research relating to the
technology under development by Biocurex. Pacific BioSciences Research Centre is
owned 100% by Dr. Ricardo Moro. See "Business - Research and Development" for
information concerning amounts billed to Biocurex by Pacific BioSciences
Research Centre. As of December 31, 2004 Biocurex owed Pacific BioScience
Research Centre approximately $318,000 for research and $67,000 for general and
administrative expenses paid by Pacific Bioscience Research Centre on behalf of
Biocurex.

      Prior to December 31, 2003 Dr. Gerald Wittenberg had, through a series of
advances, loaned Biocurex $143,089. The loans from Dr. Wittenberg bore interest
at 11% per year, were unsecured and were due on demand. Biocurex repaid the
$143,089 owed to Dr. Wittenberg during 2004. However, as of December 31, 2004
Biocurex owed Dr. Wittenberg accrued interest of $74,009 in connection with the
loans.

      On December 18, 2001, Dr. Wittenberg was issued warrants to purchase
252,278 shares of Biocurex's common stock at $0.50 per share. These warrants,
which expire on December 31, 2006, were issued as additional consideration for
advances made by Dr. Gerald Wittenberg to Biocurex. On December 5, 2002,
Biocurex's Board of Directors approved a resolution lowering the exercise price
of these warrants from $0.50 to $0.05. In January 2003 Dr. Wittenberg was issued
a warrant to purchase 1,275,000 shares of Biocurex's common stock at a price of
$0.08 per share. This warrant expires on January 15, 2008.

                                       28
<PAGE>

      At December 31, 2002 Biocurex owed Dr. Moro-Vidal and Dr. Wittenberg
$54,000 each for accrued compensation. In March 2003 Dr. Moro-Vidal and Dr.
Wittenberg each applied $35,000 of the amount owed to them by Biocurex toward
the exercise price of options to purchase 500,000 shares of Biocurex's common
stock. In March 2003 Biocurex issued Dr. Moro-Vidal and Dr. Wittenberg 250,000
shares each in payment of $12,000 of accrued compensation.


ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
Number   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.

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 Form 8-K
       of Lagostar Trading S.A.        dated February 20, 2001.

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

23     Accountants' Consent            ____________________________________

31     Rule 13a-14(a) Certifications   ___________________________________

32     Section 1350 Certifications     ___________________________________


                                       29
<PAGE>

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Stonefield  Josephson,   Inc.  served  as  Biocurex's   independent  public
accountants for the fiscal years ended December 31, 2002 and 2003.

     The  following  table shows the  aggregate  fees billed to Biocurex for the
year ended December 31, 2003 by Stonefield Josephson.

                                                        2003

        Audit Fees                                    $60,843
        Audit Related Fees                             26,500
        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.
Audit related fees pertain to reviews of registration statements filed by
Biocurex during the year with the Securities and Exchange Commission. Before
Stonefield Josephson was engaged by Biocurex to render audit or audit related
services, the engagement was approved by Biocurex's Directors. Biocurex's Board
of Directors was of the opinion that the Audit Related Fees charged by
Stonefield Josephson were consistent with Stonefield Josephson maintaining its
independence from Biocurex.

      Manning Elliott, Chartered Accountants, served as Biocurex's independent
public accountants for the fiscal year ended December 31, 2004.

      The following table shows the aggregate fees billed to Biocurex for the
year ended December 31, 2004 by Manning Elliott.

                                                          2004

        Audit Fees                                    $21,500 (1)
        Audit Related Fees                                 --
        Financial Information Systems                      --
        Design and Implementation Fees                     --
        Tax Fees                                           --
        All Other Fees                                     --

(1) Includes audit fees relating to year ended December 31, 2004 which have not
been billed to Biocurex as of March 30, 2005.

      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. Biocurex's Board
of Directors was of the opinion that the Audit Related Fees charged by Manning
Elliott were consistent with Manning Elliott maintaining its independence from
Biocurex.


                                       30
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                              FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003



                                      INDEX



Reports of Independent Registered Public Accounting Firms           F-1 - F-2

Balance Sheets                                                         F-3

Statements of Operations                                               F-4

Statements of Cash Flows                                            F-5 - F-6

Statement of Stockholders' Equity                                   F-7 -  F-10

Notes to Financial Statements                                       F-11 - F-28



<PAGE>


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
 WHISPERING OAKS INTERNATIONAL, INC.

We have audited the accompanying balance sheet of Whispering Oaks International,
Inc. as of December 31, 2003, and the related statements of operations,
comprehensive loss, stockholders' equity and cash flows for the year ended
December 31, 2003 and the period from January 1, 2001 to December 31, 2003.
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 audit 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, 2003, and the results of its operations and its cash
flows for the year ended December 31, 2003 and the period from January 31, 2001
to December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has no ongoing source of revenue and has
incurred significant losses from operations. The Company has a negative cash
flow from operations and a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern. Management's plans
concerning these matters are also discussed in Note 1. These financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

                                              /s/ Stonefield Josephson, Inc.
                                              ------------------------------
                                                 STONEFIELD JOSEPHSON, INC.
                                                 Certified Public Accountants


Santa Monica, California
May 14, 2004



                                       F-1

<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 sheet of Whispering Oaks International,
Inc. (DBA Biocurex, Inc.) as of December 31, 2004, and the related statements of
operations, cash flows and stockholders' deficit for the year then ended and
accumulated for the period from January 1, 2004 to December 31, 2004. 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 audit. The accompanying balance sheet of Whispering Oaks International, Inc.
as of December 31, 2003 and the related statements of operations, cash flows and
stockholders' deficit for the year then ended and accumulated for the period
from January 1, 2001 to December 31, 2003, was audited by other auditors in
their report dated May 14, 2004. Those auditors expressed an unqualified opinion
on those financial statements and included an explanatory paragraph describing
the substantial doubt about the Company's ability to continue as a going
concern.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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 audit provides 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. (DBA Biocurex, Inc.) as of December 31, 2004, and the results of its
operations and its cash flows for the year then ended and accumulated for the
period from January 1, 2004 to December 31, 2004 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 not generated any sustained revenues and has
incurred significant operating losses from operations. The Company has a working
capital deficiency and will need additional financing to sustain operations.
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 7, 2005


                                      F-2
<PAGE>


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

                                 BALANCE SHEETS

                                                    December 31,  December 31,
                                                        2004          2003
ASSETS

Current Assets:
  Cash                                              $  94,479       $ 133,349
  Investment - securities, at fair value              384,000         210,000
    (Note 2)
  Prepaid expenses                                     10,000               -
  Notes receivable (Note 3)                           100,542           4,657
-------------------------------------------------------------------------------
Total Current Assets                                $ 589,021       $ 348,006

Patents (Note 4)                                      233,840         207,632
-------------------------------------------------------------------------------
Total Assets                                        $ 822,861       $ 555,638
-------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

  Accounts payable                                  $ 106,557       $ 117,201
  Accrued liabilities                                  39,108          15,271
  Due to related parties (Note 5)                     473,426         572,668
  Convertible notes payable (Note 6)                  476,743         476,743
  Deferred revenue                                          -         162,000
-------------------------------------------------------------------------------
Total Current Liabilities                          $1,095,834      $1,343,883
-------------------------------------------------------------------------------

Commitments and Contingencies (Notes 1 and 10)     $        -      $        -

Stockholders' Equity (Deficit):

  Common stock, $0.001 par value; 125,000,000
    shares authorized, 30,764,307 and 24,983,564
    shares issued and outstanding, respectively        30,764          24,983
  Additional paid-in capital                        5,527,599       3,741,470
  Subscription receivable                            (150,682)              -
  Deferred compensation                               (26,834)       (133,333)
  Accumulated other comprehensive income              222,000          48,000
    Accumulated Deficit                            (5,875,820)     (4,469,365)
--------------------------------------------------------------------------------
Total Stockholders' Equity (Deficit)               $ (272,973)     $ (788,245)
--------------------------------------------------------------------------------
Total Liabilities and Stockholders'
Equity (Deficit)                                   $  822,861      $  555,638
================================================================================

   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)
                           (Expressed in U.S. dollars)

                             STATEMENT OF OPERATIONS

                                                                  Losses
                                                                Accumulated
                                                                 During the
                                         For the Years        Development Stage
                                       Ending December 31,  from January 1, 2001
                                        2004        2003    to December 31, 2004
                                       -----        ----    -------------------
Revenue
  Sales                              $   1,250   $        -        $    6,700
  License                              207,756            -           207,756
 ------------------------------------------------------------------------------
Net Revenue                          $ 209,006   $        -        $  214,456
-------------------------------------------------------------------------------

Operating expenses
  Depreciation and amortization      $  16,650   $   16,535            57,039
  Professional and consulting fees     157,268      196,501         1,506,694
  Research and development
    (Note 5(b))                        470,400      322,400         1,384,300
  Stock based compensation(1)          739,929    1,045,516         2,207,204
  General and administrative
    expense (Note 5(b))                155,980      403,024           513,366
-------------------------------------------------------------------------------
Total operating expenses            $1,540,227   $1,983,976       $ 5,668,603
--------------------------------------------------------------------------------
Loss from operations               $(1,331,221) $(1,983,976)      $(5,454,147)
-------------------------------------------------------------------------------

Other income (expense):
  Interest income                   $    2,659   $    4,657       $   333,279
  Interest expense, net                (44,418)    (673,220)         (730,419)
  Loss on issuance of shares           (33,475)           -           (33,475)
  Gain on sale of equity investment          -            -            89,533
  Gain on extinguishment of
     convertible debt                        -       33,584            33,584
--------------------------------------------------------------------------------
Total other income (expense)        $  (75,234)   $(634,979)      $  (307,498)
--------------------------------------------------------------------------------

Net Loss                           $(1,406,455)  (2,618,955)       (5,761,645)

Other Comprehensive Income

  Change in unrealized gain on
    marketable securities              174,000       48,000           222,000
-------------------------------------------------------------------------------
Comprehensive Loss                 $(1,232,455) $(2,570,955)      $(5,539,645)
===============================================================================
Net loss per share - basic
  and diluted                            (0.05)       (0.12)
==============================================================================

Weighted average shares outstanding
 - basic and diluted                27,613,000   21,843,000
===============================================================================

(1) Stock based compensation is a
    combination of the following:
    Professional and consulting fees   383,969      730,516
    General and administrative         355,960      315,000


   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)
                           (Expressed in U.S. dollars)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<S>                                                   <C>         <C>                  <C>
                                                                                     Losses
                                                                                    Accumulated
                                                                                    During the
                                                         For the Years           Development Stage
                                                       Ending December 31,     from January 1, 2001
                                                       2004         2003       to December 31, 2004
                                                       -----        ----       -------------------
Cash flows used for operating activities:
  Net loss                                         (1,406,455)   (2,618,955)        (5,761,645)
  Adjustments to reconcile net loss to net cash
  used for operating activities:
  Depreciation and amortization                        16,650        16,535             57,039
  Amortization of deferred compensation               106,499       141,667            248,166
  Fair market value of options/stock for
  consulting services                                  68,994       572,499            641,493
  Stock based compensation                            662,762       331,350          1,470,475
  Discount on convertible debentures and due to
  related parties                                           -       629,521            736,542
  Variable accounting for equity instruments                -             -           (458,110)
  Gain on extinguishments of debt                           -       (33,584)           (33,584)
  Gain on sale of investment                                -             -           (194,607)
  Allowance (recovery) for uncollectible notes
  receivables                                         (50,000)      101,900             51,900
Changes in operating assets and liabilities:
  Decrease in accounts receivable                           -         5,608                  -
  (Increase) in prepaid expense                       (10,000)            -            (10,000)
  (Decrease) increase in accounts payable             (10,644)      115,480            554,201
  Increase in accrued liabilities                      23,837        15,271             39,108
  (Decrease) in deferred revenue                     (162,000)            -           (162,000)
  (Increase) in subscriptions received               (100,682)            -           (100,682)
-----------------------------------------------------------------------------------------------
Net cash used in operating activities                (861,039)     (722,708)        (2,921,704)
-----------------------------------------------------------------------------------------------
Cash flows used in investing activities:
  Issuance of notes receivable                        (95,885)       (4,657)          (100,542)
  Addition to patents                                 (42,858)      (43,553)           (86,411)
  Proceeds from sale of investment                          -             -            230,666
-----------------------------------------------------------------------------------------------
Net cash used in investing activities                (138,743)      (48,210)            43,713
-----------------------------------------------------------------------------------------------
Cash flows provided by financing activities:
  Proceeds from convertible notes payable                   -       529,743            639,743
  Payment on convertible notes payable                      -       (53,000)           (53,000)
  Proceeds from issuance of common stock              594,682       123,521            893,678
  Proceeds from exercise of stock options and
  warrants                                            465,472       244,450            709,922
  (Decrease) increase in due to related parties       (99,242)       56,022            539,576
------------------------------------------------------------------------------------------------
Net cash provided by financing activities             960,912       900,736          2,729,919
------------------------------------------------------------------------------------------------
Net increase (decrease) in cash                       (38,870)      129,818           (148,072)

Cash, beginning                                       133,349         3,531            242,551
------------------------------------------------------------------------------------------------
Cash, ending                                           94,479       133,349             94,479
================================================================================================
Supplemental disclosure of cash flow information:
  Cash paid for:
    Interest expense                                        -           779                779
    Income taxes                                            -             -                  -
</TABLE>


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

                                      F-4
<PAGE>

NON-CASH INVESTING AND FINANCING ACTIVITIES:

1)   In December  2004,  the Company  issued 79,616 common shares for consulting
     services valued at $16,000.  The Company  recorded $34,158 loss on issuance
     of these  shares  since the stock price that was agreed to in the  contract
     was below the stock price at issuance of the shares.
2)   In October 2004,  the Company  issued 60,000 common shares in settlement of
     services provided of $ 25,134 and services to be provided of $10,476.
3)   In July 2004,  the Company  issued  200,000  common shares in settlement of
     services provided of $169,642 and services to be provided of $12,358.
4)   In February 2004, the Company issued 142,928 common shares in settlement of
     accounts payable totaling $31,444.
5)   In December 2003, the Company received securities with a value of $162,000.
     The fair market  value at the end of the year was  $210,000.The  unrealized
     gain of $48,000 is included in other comprehensive income.
6)   In  November  2003,  the Company  entered  into a contract  for  consulting
     services,  in  exchange  for  1,000,000  common  shares  having  a value of
     $160,000. A total of $133,333 has been recorded as deferred compensation.
7)   In July 2003,  the Company  issued  353,000  common shares in settlement of
     accounts payable totaling $67,070, which was equal to the fair market value
     of the stock as indicated by the closing price on the date of settlement.
8)   In June 2003,  305,822  options  were  exercised  by the issuance of a note
     receivable in the amount of $51,900.
9)   In March  2003,  the  Company  issued  500,000  shares of  common  stock in
     settlement of amounts due to related parties  totaling  $24,000,  which was
     equal to the fair  market  value of the stock as  indicated  by the closing
     price on the date of settlement.
10)  During the year  ended  December  31,  2003,  560,000  stock  options  were
     exercised through reduction in accounts payable totaling $39,200,  which is
     equal to the exercise price times the number of options exercised.
11)  During the year ended  December  31,  2003,  1,450,000  stock  options were
     exercised  through  reduction  in amounts due to related  parties  totaling
     $70,450,  which is equal to the exercise  price times the number of options
     exercised.
12)  During the year ended  December  31,  2003,  the Company  issued  1,325,000
     shares of common stock in settlement of accounts payable totaling $254,881,
     which is  greater  than the fair  market  value of the stock on the date of
     issuance.
13)  During the year ended December 31, 2003,  294,118 options were exercised by
     the issuance of a note receivable totaling $50,000.

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

                                      F-5
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                       FOR THE PERIOD FROM JANUARY 1, 2001
             (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2004
                           (Expressed in U.S. dollars)

<TABLE>
<S>                                         <C>     <C>       <C>        <C>         <C>       <C>         <C>            <C>
                                                                                              Other
                                                          Additional     Sub-     Deferred  Comprehen-   Accumu-     Stockholders
                                           Common Stock    Paid-in    scription    Compen-  sive Income   lated          Equity
                                         Shares    Amount  Capital    Receivable   sation      (Loss)    Deficit      (Deficiency)
------------------------------------------------------------------------------------------------------------------------------------

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 after
giving effect to 13-for-1 reverse
split (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 ended December
31, 2001                                       -        -         -         -           -          -  (1,089,464)   (1,089,464)
---------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2001          11,814,686   11,815   862,011         -           -     28,213  (1,203,639)     (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 (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

</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                      F-6
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                       FOR THE PERIOD FROM JANUARY 1, 2001
              (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2004
                           (Expressed in U.S. dollars)

<TABLE>
<S>                                         <C>     <C>       <C>        <C>         <C>       <C>         <C>            <C>
                                                                                              Other
                                                            Additional     Sub-     Deferred  Comprehen-   Accumu-     Stockholders
                                           Common Stock      Paid-in    scription    Compen-  sive Income   lated          Equity
                                         Shares    Amount    Capital    Receivable   sation      (Loss)    Deficit      (Deficiency)
------------------------------------------------------------------------------------------------------------------------------------
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
Value of options granted                       -        -       21,042          -          -          -           -         21,042
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 ended December 31,
2002 - restated                                -        -            -          -          -          -    (646,771)      (646,771)
------------------------------------------------------------------------------------------------------------------------------------
Balance - December 31, 2002           16,333,792   16,334    1,164,861          -   (115,000)         -  (1,850,410)      (784,215)
Issuance of common stock to
settle debt:
March 2003 - $013 per share            1,225,000    1,225      154,775          -          -          -           -        156,000
April 2003 - $0.17 per share             300,000      300       50,700          -          -          -           -         51,000
July 2003 - $0.19 per share              353,000      353       66,718          -          -          -           -         67,071
October 2003 - $0.24 per share           300,000      300       71,581          -          -          -           -         71,881
Issuance of common stock for cash
January 2003 - $0.07 per share           900,453      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          -          -          -           -         51,594
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

</TABLE>

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


                                      F-7
<PAGE>

                       WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                       FOR THE PERIOD FROM JANUARY 1, 2001
              (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2004
                           (Expressed in U.S. dollars)

<TABLE>
<S>                                         <C>     <C>       <C>        <C>         <C>       <C>         <C>            <C>
                                                                                              Other
                                                            Additional     Sub-     Deferred  Comprehen-   Accumu-     Stockholders
                                           Common Stock      Paid-in    scription    Compen-  sive Income   lated          Equity
                                         Shares    Amount    Capital    Receivable   sation      (Loss)    Deficit      (Deficiency)
------------------------------------------------------------------------------------------------------------------------------------
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)         -           -             -
Value of options granted                       -        -      315,000          -          -          -           -             -
Amortization of deferred compensation          -        -            -          -    141,667          -           -       141,667
Value of options granted for consulting
services                                       -        -      526,349          -          -          -           -       526,349
Value of warrants issued                       -        -      274,601          -          -          -           -       274,601
Value of beneficial conversion feature
related to convertible notes                   -        -      255,142          -          -          -           -       255,142
Value of warrants issued for loan provided     -        -       99,778          -          -          -           -        99,778
Reacquisition value of beneficial
conversion feature                             -        -      (33,584)         -          -          -           -       (33,584)
Comprehensive income - unrealized gain         -        -            -          -          -     48,000           -        48,000
Net loss for the year ended December 31,
2003                                           -        -            -          -          -          -  (2,618,955)   (2,618,955)
-----------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 2003             24,983,564   24,983    3,741,470          -   (133,333)    48,000  (4,469,365)     (788,245)
Sale of common stock for cash
January 2004 - $0.19 per share           100,l00      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
July 2004 - $0.60 per share               33,333       33       19,967          -          -          -           -        20,000
December 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
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

</TABLE>

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


                                      F-8
<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                       FOR THE PERIOD FROM JANUARY 1, 2001
              (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2004
                           (Expressed in U.S. dollars)

<TABLE>
<S>                                         <C>     <C>       <C>        <C>         <C>       <C>         <C>            <C>
                                                                                              Other
                                                            Additional     Sub-     Deferred  Comprehen-   Accumu-     Stockholders
                                           Common Stock      Paid-in    scription    Compen-  sive Income   lated          Equity
                                         Shares    Amount    Capital    Receivable   sation      (Loss)    Deficit      (Deficiency)
------------------------------------------------------------------------------------------------------------------------------------
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
Issuance of common stock at $0.23 per
share for bonus compensation (March 04)   25,000       25        5,725          -          -          -           -         5,750
Value of options granted                       -        -      350,210          -          -          -           -       350,210
Value of options granted for consulting        -        -       68,994          -          -          -           -        68,994
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              153,954      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       18,776          -          -          -           -        19,038
Septembre 2004 - $0.001 per share        200,000      200            -          -          -          -           -           200
December 2004 - $0.08 per share          145,683      146       11,509          -          -          -           -        11,655
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
Amortized of deferred compensation             -        -            -          -    106,499          -           -        106,499
Comprehensive income - unrealized gain         -        -            -          -          -    174,000           -        174,000
Net loss for the year ended December 31,
2004                                           -        -            -          -          -          -  (1,406,455)    (1,406,455)
-----------------------------------------------------------------------------------------------------------------------------------
Balance -December 31, 2004            30,764,307   30,764    5,527,599   (150,682)   (26,834)   222,000  (5,875,820)      (272,973)
===================================================================================================================================

</TABLE>

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


                                      F-9
<PAGE>
                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                            (Expressed in US dollars)


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   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 No. 7.

   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, 2004, the Company has a
   working capital deficiency of $506,813 and accumulated loss of $5,761,645
   since inception of 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 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.

   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. Actual results could differ from those estimates.

   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.

   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 Financial Accounting
   Standards Board ("FASB") Statement of Financial Accounting Standards ("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-10
<PAGE>



1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Revenue Recognition

   The Company 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. The
   Company's revenue consists of license fees related to the licensing of its
   RECAF(TM) technology. Currently, there is one license agreement. The Company
   recognizes revenues at the time of shipment of products and subsequent to
   performing credit evaluations of customers.

   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

   The fair values of cash and equivalents, accounts payable, accrued
   liabilities, due to related parties and convertible notes payable 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.

   Income Taxes

   Potential benefits of income tax losses are not recognized in the accounts
   until realization is more likely than not. The Company has adopted SFAS No.
   109, "Accounting for Income Taxes", as of its inception. Pursuant to SFAS No.
   109 the Company is required to compute tax asset benefits for net operating
   losses carried forward. Potential benefit of net operating losses have not
   been recognized in these financial statements because the Company cannot be
   assured it is more likely than not it will utilize the net operating losses
   carried forward in future years.


                                      F-11
<PAGE>


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   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.

   Reclassifications

   The Company has made reclassifications to the statement of operations for
   year ended December 31, 2003 to conform to the current year's presentation. A
   total of $1,119,816 of professional and consulting fees have been
   reclassified as stock based compensation as to $1,045,516 and general and
   administrative expense as to $74,300.

   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, 2004 and 2003, the Company's only
   component of comprehensive income was unrealized holding gains on
   available-for-sale securities.

   Basic and Diluted Net Loss 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
   ("Basic EPS") and diluted earnings per share ("Diluted EPS").

   The computation of basic earnings per share is computed by dividing income
   available to common stockholders by the weighted-average number of
   outstanding common shares during the period. Diluted earnings per share give
   effect to all potentially dilutive common shares outstanding during the
   period. The computation of Diluted EPS does not assume conversion, exercise
   or contingent exercise of securities that would have an antidilutive effect
   on earnings. As of December 31, 2004 and 2003, the Company had approximately
   16,000,000 of anti-dilutive securities, including options, warrants and
   equity instruments related to convertible notes payable.

   Stock-Based Compensation

   The Company accounts for employee stock options in accordance with Accounting
   Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to
   Employees." Under APB 25, the Company does not recognize compensation expense
   related to options issued under the Company's employee stock options plans,
   unless the option is granted at a price below market price on the date of
   grant.

   Statement of Financial Accounting Standards No. 123, Stock-Based
   Compensation, established a fair value based method of accounting for
   stock-based awards. SFAS No. 123, which prescribes the recognition of
   compensation expense based on the fair value of options on the grant date,
   allows companies to continue applying APB 25 if certain pro forma disclosures
   are made using the fair value method, for which the Company uses the
   Black-Scholes options-pricing model.


                                      F-12
<PAGE>


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Stock-Based Compensation

   For non-employee stock-based compensation, the Company recognizes an expense
   in accordance with SFAS No. 123 and values the equity securities based on the
   fair value of the security on the date of grant. For stock-based awards, the
   value is based on the market value for the stock on the date of grant and if
   the stock has restrictions as to transferability, a discount is provided for
   lack of tradability.Stock option awards are valued using the Black-Scholes
   option-pricing model.

   Statement of Financial Accounting Standards No. 148, "Accounting for
   Stock-Based Compensation -- Transition and Disclosure, an Amendment of FASB
   Statement No. 123," (SFAS 148), amended the disclosure requirements of SFAS
   123 to require more prominent disclosures in both annual and interim
   financial statements regarding the method of accounting for stock-based
   employee compensation and the effect of the method used on reported results.

   Proforma information regarding net loss and loss per share under the fair
   value method for options is as follows:
                                                          2004          2003

   Net loss - as reported                             $(1,406,455) $(2,618,955)

   Add: Stock-based compensation included in net loss     739,929    1,045,516

   Deduct: Stock-based compensation determined under
   the fair value method                                 (860,347)   1,076,686)
   ----------------------------------------------------------------------------
   Pro forma net loss                                  (1,526,873)  (2,650,125)
   ============================================================================-

   Basic and diluted loss per share:
    As reported                                             (0.05)       (0.12)
    Pro forma                                               (0.06)       (0.12)

   The weighted average assumptions used for the year ended December 31, 2004
   and 2003 are as follows:
                                                          2004           2003
   Stock Options
     Expected dividend yield                                 0%             0%
     Risk-free interest rate                              2.23%          1.31%
     Expected volatility                                   183%           103%
     Expected life (in years)                               3.0            1.0


                                      F-13
<PAGE>


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Recent Accounting Pronouncements

   In December 2004, FASB issued SFAS No. 153, "Exchanges of Non-monetary Assets
   - An Amendment of APB Opinion No. 29". The guidance in APB Opinion No. 29,
   "Accounting for Non-monetary Transactions", is based on the principle that
   exchanges of non-monetary assets should be measured based on the fair value
   of the assets exchanged. The guidance in that Opinion, however, included
   certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to
   eliminate the exception for non-monetary exchanges of similar productive
   assets and replaces it with a general exception for exchanges of non-monetary
   assets that do not have commercial substance. A non-monetary exchange has
   commercial substance if the future cash flows of the entity are expected to
   change significantly as a result of the exchange. The provisions of SFAS No.
   153 are effective for non-monetary asset exchanges occurring in fiscal
   periods beginning after June 15, 2005. Early application is permitted and
   companies must apply the standard prospectively. The adoption of this
   standard is not expected to have a material effect on the Company's results
   of operations or financial position.

   In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS
   No. 123R, "Share Based Payment". SFAS 123R is a revision of SFAS No. 123
   "Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25,
   "Accounting for Stock Issued to Employees" and its related implementation
   guidance. SFAS 123R establishes standards for the accounting for transactions
   in which an entity exchanges its equity instruments for goods or services. It
   also addresses transactions in which an entity incurs liabilities in exchange
   for goods or services that are based on the fair value of the entity's equity
   instruments or that may be settled by the issuance of those equity
   instruments. SFAS 123R focuses primarily on accounting for transactions in
   which an entity obtains employee services in share-based payment
   transactions. SFAS 123R does not change the accounting guidance for
   share-based payment transactions with parties other than employees provided
   in SFAS 123 as originally issued and Emerging Issues Task Force Issue No.
   96-18, "Accounting for Equity Instruments That Are Issued to Other Than
   Employees for Acquiring, or in Conjunction with Selling, Goods or Services".
   SFAS 123R does not address the accounting for employee share ownership plans,
   which are subject to AICPA Statement of Position 93-6, "Employers' Accounting
   for Employee Stock Ownership Plans". SFAS 123R requires a public entity to
   measure the cost of employee services received in exchange for an award of
   equity instruments based on the grant-date fair value of the award (with
   limited exceptions). That cost will be recognized over the period during
   which an employee is required to provide service in exchange for the award -
   the requisite service period (usually the vesting period). SFAS 123R requires
   that the compensation cost relating to share-based payment transactions be
   recognized in financial statements. That cost will be measured based on the
   fair value of the equity or liability instruments issued. The scope of SFAS
   123R includes a wide range of share-based compensation arrangements including
   share options, restricted share plans, performance-based awards, share
   appreciation rights, and employee share purchase plans. Public entities that
   file as small business issuers will be required to apply SFAS 123R in the
   first interim or annual reporting period that begins after December 15, 2005.
   The adoption of this standard is not expected to have a material effect on
   the Company's results of operations or financial position



                                      F-14
<PAGE>



2. 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. As of December 31, 2003 the value of these
   shares was $210,000 and the unrealized gain of $48,000 was recorded as
   comprehensive income. As of December 31, 2004 the value of these shares was
   $384,000 and the unrealized gain of $174,000 was recorded as comprehensive
   income for the year ended December 31, 2004. On March 18, 2004, the Company
   amended the Agreement in consideration for 400,000 additional shares of the
   third party's publicly traded common stock. Since the Company is not certain
   as to when it will receive these shares, the marketable securities and
   revenue associated with the value of these shares has been deferred until the
   shares are received.


3. NOTES RECEIVABLE

   In October 2004, a total of 128,000 common shares were issued pursuant to
   stock options exercised in exchange for a $93,440 non-interest bearing and
   unsecured note, which is repayable in full within seven days' notice of
   demand.

   In June 2003, a total of 305,822 common shares were issued pursuant to stock
   options exercised in exchange for a $51,900 note, which bears interest at
   prime rate plus 4% per annum and is due on demand. As of December 31, 2004,
   interest in the amount of $7,102 has been accrued on the note. No amounts
   have been received on this note and an allowance for the full amount of the
   note has been included in general and administrative expenses at December 31,
   2003.


4. 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 24 countries with ongoing registrations currently being
   conducted. Patents are stated at cost and have a definite life of 15 years
   upon approval. Once the Company receives patent approval, amortization is
   calculated using the straight-line method over the estimated useful life of
   15 years. Patent costs of $42,858 and $43,553 were capitalized during the
   years ended December 31, 2004 and 2003, respectively.

   A schedule of the patents is as follows:

                                                         As of December 31,
                                                          2004        2003

   Patents                                             $290,879     $ 248,021
   Less, accumulated amortization                      $(57,039)    $( 40,389)
   ----------------------------------------------------------------------------
                                                       $233,840     $ 207,632
   ===========================================================================


                                      F-15
<PAGE>



4. PATENTS (continued)

   Amortization expense totaled $16,650 and $16,535 for the years ended December
   31, 2004 and 2003, respectively. Future amortization expense is as follows:

                   Year ended December 31,                     $

                             2005                              16,650
                             2006                              16,650
                             2007                              16,650
                             2008                              16,650
                             2009                              16,650
                          Thereafter                          150,590
                                                              --------
                                                              233,840
                                                              =======-


5. RELATED PARTY TRANSACTIONS/BALANCES

   The Company has entered into related party transactions with two
   director/officers of the Company as well as an affiliated company. The
   Company's related party transactions are as follows:

   Due to Related Parties
                                                             December 31,
                                                          2004          2003

   a)   Due to a director/officer                    $        -     $ 143,089
        Due to a director/officer - interest             74,009        66,726

   b)   Due to Pacific BioSciences Research Centre      384,984       346,803

   c)   Due to directors/officers                        14,433        16,050
                                                     ----------     ---------
                                                        473,426       572,668
                                                     ==========     =========

a)   The Company  received  advances  from a director  of the Company  that were
     unsecured,  bear  interest  at 11% and were due on demand.  During the year
     ended  December  31,  2004,  the  Company  repaid  the  advances  totalling
     $143,089. The amount of interest recognized during the years ended December
     31,  2004 and 2003,  was  $7,283  and  $26,873,  respectively  and has been
     accrued as part of the due to related  parties.  Accrued interest to August
     12, 2004,  being the date of repayment,  totaled  $74,009 and is unsecured,
     non-interest bearing and due on demand.

b)   The Company's research and development is performed by Pacific  BioSciences
     Research Centre ("Pacific"). Pacific is 100% owned by a director/officer of
     the Company. During the years ended December 31, 2004 and 2003, Pacific did
     research and  development  for the Company valued at $470,400 and $322,400,
     respectively.  Pacific also  provided  administrative  services  during the
     years  ended  December  31, 2004 and 2003,  valued at $99,100 and  $74,300,
     respectively.  During the year ended  December  31, 2004,  Pacific  charged
     interest of $12,576,  calculated at prime rate on the monthly balance owed.
     At December 31, 2004, the Company owed $384,984 to Pacific.  This amount is
     unsecured and due on demand.

                                      F-16
<PAGE>



5.   RELATED PARTY TRANSACTIONS/BALANCES (continued)

c)   The amounts owing to two  directors/officers  are  unsecured,  non-interest
     bearing and due on demand.


6.   CONVERTIBLE NOTES PAYABLE

   The Company received funds during 2003 relating to ten (10) 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 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 (5) 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 expire
   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 2 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 immediately expensed. The
   convertibility feature expires five years after the date of the Agreement.


7.  COMMON STOCK

    For the year ended December 31, 2004:

a)   In December  2004,  the Company  issued  79,616  shares of common stock for
     $16,000 of consulting  services.  The stock price that was agreed to in the
     contract  was below the  stock  price at  issuance  of the  shares  and the
     Company recorded $34,158 loss on issuance of these shares.
b)   In December  2004,  the Company  sold  320,600  units at $0.47 per unit for
     proceeds  of  $150,682.  Each unit  consisted  of one common  share and one
     common share purchase  warrant  entitling a holder to acquire an additional
     common share at an exercise price of $0.64 per share,  expiring on December
     19, 2006.
c)   In October  2004,  the Company  issued  60,000  shares of common  stock for
     $25,134 of services  provided  and for $10,476 of services to be  provided,
     which was below the  market  price of the common  shares on the  settlement
     date. The Company  recorded  $10,476 of services to be provided as deferred
     compensation and recognized a loss on issuance of shares of $7,590.

                                      F-17
<PAGE>

7. COMMON STOCK (continued)

   For the year ended December 31, 2004 (continued):

d)   In July 2004, the Company sold 500,000 units at $0.50 per unit for proceeds
     of $250,000.  Each unit  consisted of one common share and one common share
     purchase warrant  entitling a holder to acquire an additional  common share
     at an exercise price of $1.01 per share, expiring on July 15, 2006.
e)   In July 2004,  the Company sold 33,333 units at $0.60 per unit for proceeds
     of $20,000.  Each unit  consisted  of one common share and one common share
     purchase warrant  entitling a holder to acquire an additional  common share
     at an exercise price of $1.04, expiring onJuly 31, 2006.
f)   In July  2004,  the  Company  issued  200,000  shares of  common  stock for
     $169,642 of services  provided  and for $12,358 of services to be provided,
     which was equal to the market price of the common shares on the  settlement
     date.  $12,358  of  services  to  be  provided  was  recorded  as  deferred
     compensation.
g)   In March  2004,  the  Company  sold  533,334  units  at $0.15  per unit for
     proceeds of $80,000. Each unit consisted of one common share and one common
     share purchase warrant  entitling a holder to acquire an additional  common
     share at an exercise price of $0.15 as to 266,667  warrants and at $0.17 as
     to 266,667 warrants all expiring on March 31, 2007.
h)   In March 2004, the Company sold 100,000 shares of common stock at $0.15 per
     share for cash proceeds of $15,000.
i)    In March 2004, the Company sold 315,790 units at $0.19 per unit for
      proceeds of $60,000. Each unit consisted of one common share and one
      common share purchase warrant entitling a holder to acquire an additional
      common share at an exercise price of $0.19, expiring on March 31, 2009.
j)    In March 2004, the Company issued 25,000 shares of the Company's common
      stock to an employee as a bonus. Compensation expense totaling $5,750 was
      recorded and determined based on the closing price of the stock on the
      date of approval by the Board of Directors.
k)    In February 2004, the Company issued 142,928 shares of common stock in
      settlement of accounts payable totaling $31,444, which was equal to the
      market price of the common shares on the settlement date.
l)   In January 2004,  the Company sold 100,000  shares of common stock at $0.19
     per share for cash proceeds of $19,000.



                                      F-18
<PAGE>

7. COMMON STOCK (continued)

   For the year ended December 31, 2003:

a)    In November 2003, the Company sold 288,095 units at $0.21 per unit for
      proceeds of $60,483. Each unit consisted of one common share and one
      common share purchase warrant entitling a holder to acquire an additional
      common share at an exercise price of $0.21, expiring on November 18, 2006.
b)    In November 2003, three directors exercised 450,000 options to purchase
      the Company's common stock through a reduction of due to related parties
      totaling $450. The reduction was equal to the exercise price times the
      number options exercised.
c)    In November 2003, option holders exercised 104,167 options to purchase the
      Company's common stock for $25,000.

d)    In October 2003, the Company issued 1,000,000 shares of common stock for
      consulting services rendered valued at $160,000. The fair market price of
      the stock was determined based on the closing price of the stock on the
      date of approval by the Board of Directors. The contract amount was
      amortized over the contract period ending October 2004. The amount was
      treated as deferred compensation due to the stock being issued before the
      services were rendered.
e)    In October 2003 the Company issued 300,000 shares of common stock in
      settlement of accounts payable totaling $71,881. The fair market price of
      the stock was determined based on the closing price of the stock on the
      date of settlement.
f)    In October 2003, option holders exercised 277,777 options to purchase the
      Company's common stock for $50,000.
g)    In July 2003, the Company issued 353,000 shares of common stock in
      settlement of accounts payable totaling $67,071. The fair market price of
      the stock was determined based on the closing price of the stock on the
      date of settlement.
h)    In June 2003, option holders exercised 305,882 options to purchase the
      Company's common stock with a note receivable in the amount of $51,900. No
      amounts have been received on this note. Previous payments from the note
      holder related to other receivables have been returned due to insufficient
      funds. The amounts were recorded as a reduction of equity until paid in
      full. An allowance for the full amount has been included in general and
      administrative expenses at December 31, 2003. When funds are received, the
      allowance will be reversed.


                                      F-19
<PAGE>
7. COMMON STOCK (continued)

i)   In June 2003,  option  holders  exercised  294,118  options to purchase the
     Company's  common stock for $50,000.  The Company recorded a receivable for
     the full amount. The receivable was the result of the Company receiving two
     checks  totaling the $50,000 as  consideration  for the exercise of options
     that  subsequent  to the  issuance of the common  stock were  returned  for
     insufficient  funds. The receivable,  which has been offset against equity,
     was not  received  by the end of the year.  An  allowance  has been  set-up
     against the  receivable in full and included in general and  administrative
     expenses  at December  31,  2003.  The funds were  received in 2004 and the
     allowance was reversed.
j)    In May 2003, option holders exercised 1,000,000 options to purchase the
      Company's common stock for $160,000.
k)    In April 2003, the Company issued 300,000 common shares in settlement of
      accounts payable totaling $51,000. The fair market price of the stock was
      determined based on the closing price of the stock on the date of the
      approval by the Board of Directors.
l)    In March 2003, option holders exercised 135,000 options to purchase the
      Company's common stock for $9,450.
m)    In March 2003, the Company issued 156,250 shares of common stock for
      consulting services rendered valued at $62,500. The fair market price of
      the stock was determined based on the closing price of the stock on the
      date of approval by the Board of Directors.
n)    In March 2003, the Company issued 1,225,000 shares of common stock in
      settlement of accounts payable totaling $156,000, which is greater than
      the fair market value of the stock on the date of issuance.

   For the year ended December 31, 2003 (continued):

o)    In March 2003, option holders exercised 1,560,000 options to purchase the
      Company's common stock in exchange for payables totaling $109,200. The
      reduction was equal to the exercise price times the number of options
      exercised.
p)    In January 2003, the Company sold 900,543 units for proceeds of $63,037.
      Each unit consisted of 900,543 common shares and 900,543 warrants
      entitling the holder to purchase 900,543 common shares at $0.07 per share.



                                      F-20
<PAGE>

8.    STOCK WARRANTS

      The following represents all activity that took place with regards to
warrants issued:

                                                                   Average
                                                                   Exercise
                                                                   Price Per
                                                 Number             Share

   Balance December 31, 2002                   2,771,095            $   0.16
   Warrants issued                             4,897,726                0.15
   Warrants expired                              (84,260)               0.79
   ----------------------------------------------------------------------------
   Balance, December 31, 2003                  7,584,561            $   0.15

   Warrants issued                             2,292,757                0.36
   Warrants exercised                         (2,417,140)               0.12
   Warrants reinstated                            52,000                0.07
   Warrants expired                             (100,000)               0.50
   ----------------------------------------------------------------------------
   Balance, December 31, 2004                  7,412,178            $   0.22
   ============================================================================

   The weighted average fair market value of the warrants issued during the year
   ended December 31, 2004 equals $0.42 and the weighted average remaining
   contractual life is 1.74 years.

   During the year ended December 31, 2004:

a)        The 650,000 warrants were originally issued as options to a director
          and were converted to warrants on September 27, 2004.
b)        The Company reinstated 52,000 warrants to an employee that had been
          previously shown as expired in prior periods.

   During the year ended December 31, 2003:

a)    On November 18, 2003, an unrelated third party purchased 288,095 units for
      $60,483. Each unit consisted of 288,095 shares of the Company's common
      stock and 288,095 warrants entitling the holder to purchase 288,095 shares
      of common stock. These warrants were issued as additional consideration
      for a cash investment into the Company.



                                      F-21
<PAGE>

8. STOCK WARRANTS (continued)

   During the year ended December 31, 2003 (continued):

b)   On November 11, 2003, an unrelated third party was issued 199,311  warrants
     to purchase  common stock at $0.21 per share as part of the  conversion  of
     notes payable to equity.  In  accordance  with EITF 00-27  (accounting  for
     convertible  instruments  with  non-detachable   conversion  options),  the
     Company recognized $21,083 of expense.  The fair market value of the equity
     instruments was estimated on the date of conversion using the Black-Scholes
     pricing  model.  The following  assumptions  were used:  average  risk-free
     interest rate of 1.32%;  expected life of five years; dividend yield of 0%;
     and expected volatility of 504%. These warrants expire November 11, 2008.
c)   On October 31, 2003, an unrelated  third party was issued 541,666  warrants
     to purchase  common stock at $0.12 per share as part of the  conversion  of
     notes payable to equity.  In  accordance  with EITF 00-27  (accounting  for
     convertible  instruments  with  non-detachable   conversion  options),  the
     Company recognized $35,000 of expense.  The fair market value of the equity
     instruments was estimated on the date of conversion using the Black-Scholes
     pricing  model.  The following  assumptions  were used:  average  risk-free
     interest rate of 1.25%;  expected life of five years; dividend yield of 0%;
     and expected volatility of 495%. These warrants expire October 31, 2008.
d)   On April 11, 2003, an unrelated third party was issued 682,714  warrants to
     purchase common stock at $0.21 per share as part of the conversion of notes
     payable  to  equity.   In  accordance  with  EITF  00-27   (accounting  for
     convertible  instruments  with  non-detachable   conversion  options),  the
     Company recognized $68,059 of expense.  The fair market value of the equity
     instruments  was estimated the average  risk-free on the date of conversion
     using the Black-Scholes pricing model. The following assumptions were used:
     using interest rate of 1.57%; expected life of two years; dividend yield of
     0%; and expected volatility of 461%. These warrants expire April 10, 2005.
e)   On March 27, 2003, an unrelated  third party was issued 26,305  warrants to
     purchase  the  Company's  common  stock at $0.30  per  share as part of the
     conversion  of notes  payable  to  equity.  In  accordance  with EITF 00-27
     (accounting  for convertible  instruments  with  non-detachable  conversion
     options),  the Company recognized $3,664 of expense.  The fair market value
     of the equity instruments was estimated on the date of conversion using the
     Black Scholes pricing model. The following  assumptions were used:  average
     risk-free interest rate of 1.57%; expected life of one year; dividend yield
     of 0%; and expected volatility of 458.42%.  These warrants expire March 26,
     2005.
f)   On March 24, 2003, an unrelated third party was issued 272,903  warrants to
     purchase  the  Company's  common  stock at $0.30  per  share as part of the
     conversion  of notes  payable  to  equity.  In  accordance  with EITF 00-27
     (accounting  for convertible  instruments  with  non-detachable  conversion
     options),  the Company recognized $41,607 of expense. The fair market value
     of the equity instruments was estimated on the date of conversion using the
     Black Scholes pricing model. The following  assumptions were used:  average
     risk-free interest rate of 1.57%; expected life of one year; dividend yield
     of 0%; and expected volatility of 458.42%.  These warrants expire March 23,
     2005.


                                      F-22
<PAGE>
8. STOCK WARRANTS (continued)

   During the year ended December 31, 2003 (continued):

g)   On March 14, 2003, an unrelated third party was issued 206,300  warrants to
     purchase  the  Company's  common  stock at $0.30  per  share as part of the
     conversion  of notes  payable  to  equity.  In  accordance  with EITF 00-27
     (accounting  for convertible  instruments  with  non-detachable  conversion
     options),  the Company recognized $34,586 of expense. The fair market value
     of the equity instruments was estimated on the date of conversion using the
     Black Scholes pricing model. The following  assumptions were used:  average
     risk-free interest rate of 1.57%; expected life of one year; dividend yield
     of 0%; and expected volatility of 458.42%.  These warrants expire March 13,
     2005.
h)   On March 6, 2003, an unrelated  third party was issued 153,943  warrants to
     purchase  the  Company's  common  stock at $0.30  per  share as part of the
     conversion  of notes  payable  to  equity.  In  accordance  with EITF 00-27
     (accounting  for convertible  instruments  with  non-detachable  conversion
     options),  the Company recognized $24,535 of expense. The fair market value
     of the equity instruments was estimated on the date of conversion using the
     Black Scholes pricing model. The following  assumptions were used:  average
     risk-free interest rate of 1.57%; expected life of one year; dividend yield
     of 0%; and expected  volatility of 458.42%.  These warrants expire March 5,
     2005.
i)   On February 27, 2003, an unrelated third party was issued 139,474  warrants
     to purchase  the  Company's  common stock at $0.38 per share as part of the
     conversion  of notes  payable  to  equity.  In  accordance  with EITF 00-27
     (accounting  for convertible  instruments  with  non-detachable  conversion
     options),  the Company recognized $26,500 of expense. The fair market value
     of the equity instruments was estimated on the date of conversion using the
     Black Scholes pricing model. The following  assumptions were used:  average
     risk-free interest rate of 1.57%; expected life of one year; dividend yield
     of 0%; and expected  volatility of 458.42%.  These warrants expire February
     26, 2005.
j)   On February 25, 2003, an unrelated  third party was issued 65,789  warrants
     to purchase  the  Company's  common stock at $0.38 per share as part of the
     conversion  of notes  payable  to  equity.  In  accordance  with EITF 00-27
     (accounting  for convertible  instruments  with  non-detachable  conversion
     options),  the Company recognized $12,820 of expense. The fair market value
     of the equity instruments was estimated on the date of conversion using the
     Black Scholes pricing model. The following  assumptions were used:  average
     risk-free interest rate of 1.57%; expected life of one year; dividend yield
     of 0%; and expected  volatility of 458.42%.  These warrants expire February
     24, 2005.

                                      F-23
<PAGE>
8. STOCK WARRANTS (continued)

   During the year ended December 31, 2003 (continued):

k)   On January 17, 2003, an unrelated  third party was issued 145,683  warrants
     to purchase  common stock at $0.08 per share as part of the  conversion  of
     notes payable to equity.  In  accordance  with EITF 00-27  (accounting  for
     convertible  instruments  with  non-detachable   conversion  options),  the
     Company  recognized $6,747 of expense.  The fair market value of the equity
     instruments was estimated on the date of conversion using the Black-Scholes
     pricing  model.  The following  assumptions  were used:  average  risk-free
     interest rate of 1.57%;  expected life of one year;  dividend  yield of 0%;
     and expected volatility of 458%. These warrants expire January 16, 2005.
l)   On January 13, 2003, an  officer/director  was issued 1,275,000 warrants to
     purchase  1,275,000  common shares at $0.08 per share.  These warrants were
     issued as additional consideration for advances to the Company. The Company
     recognized  $99,778 of expense  relating to the  issuance  of the  warrants
     below market.  The fair value of the warrants were estimated on the date of
     grant using the Black-Scholes  model. The following  assumptions were used:
     average  risk-free  interest  rate of  1.24%;  expected  life of one  year;
     dividend  yield of 0%; and  expected  volatility  of 458%.  These  warrants
     expire January 15, 2008.
m)   On January 6, 2003, an unrelated  third party  purchased  900,543 units for
     $63,038.  Each unit  consisted of 900,543  shares of the  Company's  common
     stock and 900,543 warrants  entitling the holder to purchase 900,543 shares
     of common stock. These warrants were issued as additional consideration for
     a cash investment into the Company.

9. STOCK OPTIONS

   Non-Qualified Stock Option Plan

   The Company's Non-Qualified Stock Option Plan authorizes the issuance of
   common shares to persons that exercise options granted pursuant to this Plan.
   The Company's employees, directors, officers, consultants and advisors are
   eligible to be granted options pursuant to this 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 option exercise price is determined by a
   committee and can't be less than $0.001. Pursuant to this Plan 12,500,000
   common shares are reserved.


                                      F-24
<PAGE>

9. STOCK OPTIONS (continued)

   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 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.

   The following table summarizes stock option plan activity under both Plans:

                                  Fiscal Year Ended       Fiscal Year Ended
                                  December 31, 2004       December 31, 2003
                                 -------------------      --------------------
                                 Shares     Weighted      Shares     Weighted
                                            Average                  Average
                                            Exercise                 Exercise
                                            Price                     Price
   Outstanding at beginning
       of year                  1,715,000      0.03      2,045,000     0.07
   Granted                      2,275,000      0.14      3,996,944     0.09
   Exercised                     (953,000)     0.18     (4,126,944)    0.11
   Forfeited                     (250,000)     0.21       (200,000)    0.07
   Options exchanged for
       warrants                  (650,000)     0.001             -        -
   ----------------------------------------------------------------------------
   Outstanding at end of year   2,137,000      0.07      1,715,000     0.03
   ============================================================================
   Exercisable at end of year   2,137,000      0.07      1,715,000     0.03
    ===========================================================================

   The following table summarizes information about stock options outstanding
   and exercisable at December 31, 2004:

                         Options Outstanding               Options Exercisable
                                Weighted   Weighted              Weighted
                                 Average    Average              Average
       Range of                 Remaining  Exercise              Exercise
    Exercise Price     Number     Years      Price      Number    Price

      $0.001        1,750,000      3.82       0.001   1,750,000     0.001
      $0.07           125,000      1.84       0.07      125,000     0.07
      $0.14            35,000      2.00       0.14       35,000     0.14
      $0.60           227,000      2.78       0.60      227,000     0.60
   ----------------------------------------------------------------------------
 $0.001 - $0.60     2,137,000      3.56       0.18    2,137,000     0.18
 ==============================================================================

                                      F-25
<PAGE>

9.    STOCK OPTIONS (continued)

a)   On October 12, 2004, the Company  granted 227,000 options to employees with
     an exercise price of $0.60, which was below the market price on the date of
     grant.  Compensation  expense  in the  amount of  $18,160  was  charged  to
     operations  for the three months ended  December 31, 2004.  The options are
     exercisable starting October 12, 2004 and expire October 12, 2007. The fair
     market  value of the options  under SFAS  No.123  equals  $138,578  and was
     determined on the date of grant using the Black-Scholes  pricing model. The
     following  assumptions were used: average risk free interest rate of 2.23%;
     expected life of three years; dividend yield of 0%; and expected volatility
     of 183%.
b)    On September 2, 2004, the Company granted 128,000 options to a consultant
      at an exercise price of $0.73 per share, which was above the market price
      on the date of grant. Compensation expense of $46,179 was charged to
      operations for the three months ended September 30, 2004. These options
      were exercised in October 2004.
c)    In April 2004, the Company granted 20,000 options to an employee at an
      exercise price of $0.07 per share, which was equal to the market price on
      the date of grant. These options were exercised in September 2004.
d)    On March 10, 2004, the Company granted 1,450,000, options to 3 directors
      of the Company at an exercise price of $0.001 per share. The closing
      market price of the stock on the grant date was $0.23. Compensation
      expense in the amount of $332,050 was charged to operations for the three
      months ended March 31, 2004. In September 2004, 650,000 of these options
      were cancelled and reissued as warrants.
e)    On March 10, 2004, the Company granted 250,000 options to a consultant at
      an exercise price equal to 90% of the closing price on the day before
      exercise. Consulting expense in the amount of $22,815 was charged to
      operations for the three months ended March 31, 2004. The fair market
      value was determined on the date of the grant using the Black-Scholes
      pricing model. The following assumptions were used: average risk free
      interest rate of 1.24%; expected life of one year; dividend yield of 0%;
      and expected volatility of 103%.



                                      F-26
<PAGE>

9.    STOCK OPTIONS (continued)

f)    In January 2004, the Company granted 200,000 options to an employee with
      an exercise price of $0.22, which was equal to the market price on the
      date of grant. These options were exercised in March 2004.
g)    In October 2003, the Company granted 277,777 options to a third party for
      consulting services to be rendered. Consulting expense of $67,092 has been
      recorded. The fair market value was determined on the date of grant using
      the Black-Scholes pricing model. The assumptions were as follows: average
      risk free interest rate of 1.18%; expected life of one year; dividend
      yield of 0%; and expected volatility of 410%.
h)    In October 2003, the Company granted 265,000 options to employees with an
      exercise price of $0.14, which was equal to the market price on the date
      of grant. The options are exercisable starting January 1, 2004 and expire
      January 1, 2007. The fair market value of the options under FASB123 equals
      $31,170.
i)    In October 2003, the Company granted 104,167 options to a third party for
      consulting services to be rendered. Consulting expense of $29,621 has been
      recorded. The fair market value was determined on the date of grant using
      the Black-Scholes pricing model. The assumptions were as follows: average
      risk free interest rate of 1.18%; expected life of one year; dividend
      yield of 0%; and expected volatility of 410%.

j)    In May 2003, the Company granted 1,000,000 options to a third party for
      consulting services to be rendered. Consulting expense of $186,326 has
      been recorded. The fair market value was determined on the date of grant
      using the Black-Scholes pricing model. The assumptions were as follows:
      average risk free interest rate of 1.18%; expected life of one year;
      dividend yield of 0%; and expected volatility of 461%. All of the options
      were exercised as of December 31, 2003.
k)    In April 2003, the Company granted 1,400,000 options to two directors for
      services rendered. The options were granted at $0.001 per share, which was
      below the market value on the date of grant. Compensation expense totaling
      $238,000 was recorded. The expense recorded was greater than the expense
      that would have been recorded under FASB123 using the Black-Scholes
      pricing model. Therefore, no proforma disclosure is required.



                                      F-27
<PAGE>

9.    STOCK OPTIONS (continued)

l)   In March 2003, the Company  disclosed 200,000 shares as being issued to two
     directors for services  rendered.  The stock certificates were never issued
     to the directors as the directors  wanted  options  versus shares of stock.
     The Company has adjusted the  accounting  for this  transaction  to reflect
     200,000  options  being  granted at an exercise  price of $0.001 per share,
     which was below the market value on the date of grant. Compensation expense
     totaling  $77,000 was recorded.  The expense  recorded was greater than the
     expense   that  would  have  been   recorded   under  FASB  123  using  the
     Black-Scholes pricing model. Therefore, no proforma disclosure is required.
m)    In March 2003, the Company granted 600,000 options to a third party for
      services rendered. Consulting expense of $226,960 has been recorded. The
      fair market value was determined on the date of grant using the
      Black-Scholes pricing model. The assumptions were as follows: average risk
      free interest rate of 1.24%; expected life of one year; dividend yield of
      0%; and expected volatility of 458%. In June 2003, 599,940 of these
      options were exercised.
n)   In January  2003,  the Company  approved the issuance of 150,000  shares of
     common stock for services rendered totaling $16,350.  These shares were not
     issued.  During July 2003, the Company  granted  150,000 options in lieu of
     the 150,000 shares of common stock. The transaction was not recorded by the
     Company at the date of grant.  The Company,  during the third quarter,  has
     accounted  for the  transaction  as if it  occurred  in January  2003.  The
     options were granted at $0.001 per share,  which was below the market value
     on the date of grant.  Consulting expense of $16,350 has been recorded. The
     fair  market  value  was   determined  on  the  date  of  grant  using  the
     Black-Scholes pricing model. The assumptions were as follows:  average risk
     free interest rate of 1.36%;  expected life of one year;  dividend yield of
     0%; and expected  volatility of 420%.  The  difference  between the expense
     recorded under APB25 and the amount that would have been recorded using the
     Black-Scholes  model  under FASB 123 was  nominal,  therefore  no pro forma
     disclosure is considered necessary.

10.   LEGAL PROCEEDINGS

   In May 2004, a former consultant to the Company filed a civil action in the
   Ontario Superior Court of Justice against the Company and the Company's three
   directors. The former consultant was seeking 1,300,000 common shares of the
   Company and $80,000 in payment of consulting services purported to be
   rendered. On November 24, 2004 the action was dismissed and there is no
   outstanding claim against the Company.

                                      F-28
<PAGE>

10. LEGAL PROCEEDINGS (continued)

   In September 2003 a lawsuit was filed against the Company seeking the payment
   of $13,623 in professional fees purported to be owing. The Company plans to
   vigorously defend the action. The full amount of $13,623 has been included in
   accounts payable and charged to operations in fiscal 2003.

11. INCOME TAXES

   At December 31, 2004 and 2003, the Company had net operating losses to
   carryforward totalling approximately $4,862,000 and $4,294,000, respectively.
   Because of the current uncertainty of realizing the benefit of these losses
   carried forward, a valuation allowance equal to the tax benefit for deferred
   taxes has been established. The full realization of the tax benefit
   associated with the losses carried forward depends upon the Company's ability
   to generate taxable income during the carryforward period through to 2023.

   The reconciliation of the Company's effective income tax rate to the United
   States statutory rate is as follows for the years ended December 31, 2004 and
   2003.

                                                             2004       2003

   Federal Income Tax Rate                                   (35%)       (35%)
   Effect of Valuation Allowance                              35%         35%
    ===========================================================================
   Effective Income Tax Rate                                   0%          0%
   ============================================================================


   Any income subject to tax in Canada will be taxed at essentially the same
   rate as that in the United States.

   Deferred tax assets and liabilities reflect the net tax effect of temporary
   differences between the carrying amount of assets and liabilities for
   financial reporting purposes and amounts used for income tax purposes. The
   approximate tax effect of each type of temporary difference and carryforward
   that gave rise to the Company's deferred tax assets and liabilities at
   December 31, 2004 and 2003 are as follows:

                                                         2004         2003

   Net operating loss                                $ 568,000    $ 1,502,900
   Less:  Valuation allowance                         (568,000)    (1,502,900)
   ----------------------------------------------------------------------------
   Net deferred tax asset                            $       -    $         -
   ============================================================================


   The Company does not have any deferred tax liabilities.


                                      F-29
<PAGE>

12.   SUBSEQUENT EVENTS

a)    In January 2005, the Company granted 500,000 options to three directors of
      the Company at an exercise price of $0.001 per share. The closing market
      price of the stock on the grant date was $0.77. Compensation expense of
      $384,500 was charged to operations.
b)    In January 2005, the Company issued 26,305 common shares at $0.30 per
      share and 65,789 common shares at $0.38 per share pursuant to the exercise
      of warrants. Total consideration received was $32,891.
c)    In February 2005, the Company received $125,400 and approved the issuance
      of 209,000 shares to 7 employees for the exercise of their options at the
      option price of $0.60.
d)    In February 2005, the Company issued 8,450 common shares valued at $0.71
      per share for consulting services rendered. The value of the services
      totaled $6,000 and the shares were valued at the closing price of the
      stock on February 14, 2005.
e)    In February 2005, the Company issued 7,042 common shares valued at $0.71
      per share for consulting services rendered to Pacific Biosciences Research
      Centre ("Pacific"), a related company. The Company will record an amount
      due from Pacific for $5,000. The shares were valued at the closing price
      of the stock on February 14, 2005.
f)    In February 2005, the Company issued 70,643 common shares pursuant to the
      exercise of 139,474 warrants by a note holder. The method of payment was
      based on the cashless exercise provision of the stock purchase warrant. A
      note payable to this same note holder in the amount of $143,370 was
      converted into 955,800 units at $0.15 per unit. Each unit consisted of one
      common 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 March 9, 2010.
g)    In March 2005 proceeds of $1,750 were received pursuant to 25,000 stock
      options exercised at a price of $0.07 per share.
h)   In March 2005, the Company received $10,500 and issued 50,000 common shares
     at $0.21 per share pursuant to warrants exercised.



                                      F-30
<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 29th day of June, 2005.


                                    WHISPERING OAKS INTERNATIONAL INC.


                                     By:/s/ Dr. Ricardo Moro
                                        -------------------------------------
                                        Dr. Ricardo Moro - President and Chief
                                        Executive  Officer


                                     By:/s/ Dr. Gerald Wittenberg
                                        -------------------------------------
                                        Dr. Gerald Wittenberg, Principal
                                        Financial 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            June 29, 2005
----------------------
Dr. Ricardo Moro


/s/ Dr. Gerald Wittenberg      Director            June 29, 2005
--------------------------
Dr. Gerald Wittenberg


--------------------------     Director
Dr. Phil Gold





<PAGE>






                       WHISPERING OAKS INTERNATIONAL, INC.


                                  FORM 10-KSB/A

                                    EXHIBITS