SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K/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, 2010
                                       OR
( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                           Commission File No. 0-26947

                                 BIOCUREX, INC.
                        --------------------------------
                 (Name of Small Business Issuer in its charter)

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

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

Registrant's telephone number, including area code: (866) 884-8669
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ]

Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X]       No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [ ]                    Accelerated filer  [ ]

Non-accelerated filer  [ ]                      Smaller reporting company  [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Act): [ ] Yes [X] No

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the common stock on June 30,
2010, was approximately $7,350,000.

As of March 31, 2011, the Registrant had 169,188,974 outstanding shares of
common stock.

Documents Incorporated by Reference:   None


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ITEM 1.     DESCRIPTION OF BUSINESS

      We were incorporated in Texas in December 1997 under the name Whispering
Oaks International, Inc. Between March 2001 and October 2009 we did business
under the name Biocurex, Inc. In October 2009 our shareholders approved an
amendment to our Articles of Incorporation which officially changed our name to
Biocurex, Inc.

Overview

     We  are  a   development   stage  company   focusing  on   developing   and
commercializing  products for the early detection,  diagnosis and monitoring the
recurrence  of  cancer.  We have  developed  a blood  test that can  detect  the
presence of cancer in humans and animals  using a new cancer marker named RECAF.
We developed and own,  royalty-free,  the proprietary  technology related to the
RECAF marker,  with patents  granted in the United  States,  Europe,  Australia,
Russia, Norway and China and pending in other major worldwide markets.

      RECAF is a molecule found on most cancer cells, including breast, colon,
prostate and lung cancers, but not on normal cells. RECAF can be used in blood
tests to determine if a patient has cancer. The blood test can be formatted for
use on automated instrumentation typically found in large clinical and hospital
laboratories or manually. It can also be formatted as a point-of-care (POC)
single use rapid test for use in physicians' offices, urgent care facilities and
at the bedside. Once approved by the FDA, the tests could be used in general
screening or in high risk patients to determine if an individual has cancer. It
could also be used to detect recurrence of cancer in patients after therapy.

      Unlike other notable cancer markers that only detect the presence of a
specific cancer type (CEA for colon cancer and PSA for prostate cancer), RECAF
is found on most types of cancer and, therefore, could have much broader use
than most other cancer markers in development or currently in use. Moreover,
unlike existing cancer markers, RECAF has been shown to detect early stages of
breast and prostate cancers when the likelihood of cure is highest.

      We have granted Abbott and Inverness, two large diagnostic equipment
manufacturers, semi-exclusive licenses to use the RECAF tests on blood samples
processed in automatic equipment typically found only in large clinical/hospital
laboratories and non-exclusive licenses for other test formats. Under the terms
of these licenses, we can grant one additional similar semi-exclusive license
for automated testing and we have retained rights for manual tests not processed
in automatic equipment, POC rapid tests for the physicians' office, including
all other single-format potential uses and all test formats used for veterinary
applications. The Abbott license has been amended to relieve them of research
and development responsibilities and, to our knowledge, they have not taken any
steps towards commercializing our technology. Inverness has been conducting
research and development trying to adapt our technology to their diagnostic
platform. However, to our knowledge, they have not yet reached the stage where
they are prepared to enter into clinical trials in order to obtain FDA approval
or to commercialize our technology or any related products.

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      We have previously developed the following tests, which are no longer the
focus of our growth plans, for the detection of cancer in tissue or cells based
on RECAF technology:

o    Histo-RECAF--a  tissue-based  cancer detection test that involves  staining
     cancer  cells,  thereby  allowing a  pathologist  to easily view the cancer
     cells with the use of a microscope; and

o    Cryo-RECAF--a  cell-based  cancer  detection  test  that  can  be  used  by
     pathologists during surgery to determine whether cancer cells are benign or
     malignant.

      Our principal objectives for the twelve months ending March 31, 2011 are
as follows:

o    grant one additional license for our cancer detection blood test;

o    commercialize  veterinary  applications of RECAF testing technology through
     our wholly-owned subsidiary, OncoPet Diagnostics;

o    finish development for our rapid, point of care cancer test; and

o    commercialize  other test formats  through our  wholly-owned  subsidiary in
     China, BioCurex China Co., Ltd.

Cancer

      Cancer is a term used for diseases in which abnormal cells divide without
control and are able to invade other healthy tissue. Cancer cells spread to
other parts of the body through the blood and lymph systems. There are more than
100 different types of cancers which are named for the organ or type of cell in
which they appear - e.g., lung cancer, colon cancer, breast cancer, prostate
cancer, liver cancer and stomach cancer.

      The American Cancer Society has estimated that there were over 12.3
million new cancer diagnoses worldwide and roughly 7.6 million deaths during
2007, of which nearly 40% were in developed nations. Although the United States
has reported declining cancer-related deaths for the past few years, the World
Health Organization estimates that worldwide there will likely be approximately
16 million new cancer diagnoses annually by the year 2020, with roughly 10
million related deaths each year. Over the next 20 years, the global incidence
of cancer is projected to increase by 50%. We believe that the growing numbers
of people developing and living with cancer will continue to increase the demand
for cancer diagnostic products. In particular, two diagnostic areas that have
significant unmet need are the early detection of primary cancer and early
detection of recurrence after therapy.

Market Dynamics

      The oncology market is one of the largest pharmaceutical markets. The
global cancer market is forecast to grow at an average annual growth rate of
5.49% to $53.1 billion in 2009, up from $38.5 billion in 2003. Overall costs of
cancer in 2008 were estimated to be $228.1 billion, composed of $93.2 billion
for direct medical costs (total of all health expenditures), $18.8 billion for


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indirect morbidity costs (cost of lost productivity due to illness), and $116.1
billion for indirect mortality costs (cost of lost productivity due to premature
death).

Worldwide Cancer Diagnostics Market

     As of 2005, the global market for laboratory-based diagnostic tests
exceeded $25 billion annually, with molecular diagnostic testing growing by
approximately 20% each year and forecast to reach over $5 billion by 2009.
Within this larger diagnostics market, cancer testing is anticipated to
experience some of the most robust growth over the next three to five years,
having recently exceeded $1 billion in annual sales. We believe that the primary
drivers for sales of diagnostic products for cancer markers are performance,
price, service and marketing. At present, the five largest markets for these
products are the United States, Europe, Japan, China and India.

Need for Improved Early Detection Methods

      Cancer that is detected early has the best prognosis. If cancer is
diagnosed early in the disease process, before it spreads (metastasizes) to
surrounding tissue, physicians are more likely to be able to successfully treat
the patient and the likelihood of survival can be significantly increased.
Surgical removal of malignant tumors is much less effective once cancer cells
have invaded additional locations, many of which are undetectable.

      While advances in early detection have improved the prognosis of many
cancers, prostate, lung, and breast cancers are still among the most commonly
diagnosed and the most fatal cancers. For example, among both men and women,
lung cancer is the number one cause of cancer-related death, which is believed
to be due to the lack of early detection methods. By the time of diagnosis, only
approximately 16% of lung cancer patients have tumors that are still in an early
stage. For these patients, the five-year survival rate is 50% versus 15% when
more advanced tumors are also included. If breast cancer is caught and treated
at its earliest stages, patients have five-year survival rates between 81% and
100%. However, if the cancer progresses to Stage IV before it is diagnosed, a
patient's likelihood of survival at five years is only 20%.

Cancer Markers

      Cancer markers are a group of proteins, hormones, enzymes, receptors and
other cellular products that are over expressed (produced in higher than normal
amounts) by malignant cells. Cancer markers are usually normal cellular
constituents that are present at very low levels in the blood of healthy
persons. If the substance in question is produced by the cancer, its levels will
be increased in blood or other body fluids or in the tissue of origin.

      Detecting a cancer marker in higher-than-normal amounts in the body may
signify the presence of a malignancy. For some indications, the expressed amount
of a particular marker can also signal the disease's stage (i.e., how far the
cancer has progressed). For instance, a common cancer marker for liver cancer,
alpha-fetoprotein ("AFP"), not only signals the potential presence of liver
cancer, but can also indicate the size of the tumor. However, it is important to
note that AFP's sensitivity as a cancer marker is only approximately 60%,


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meaning that roughly 40% of patients with liver cancer do not have an elevated
AFP. (In oncology, sensitivity is the ability of a test to detect cancer. If all
cancer patients test positive for having cancer with a particular test, the
test's sensitivity would be 100%. Specificity measures how well the test detects
healthy individuals, i.e., whether it produces false positives, that is, falsely
identifies patients as having cancer when they do not. If a test does not return
any false positives, it has 100% specificity.)

Cancer Markers in Clinical Use

      Markers                                Associated Cancers

      Alpha-fetoprotein ("AFP")              Testicular cancer, Liver cancer
      CA-125                                 Ovarian cancer, Endometrial cancer
      Carcinoembryonic antigen ("CEA")       Colorectal cancer
      Prostate specific antigen ("PSA")      Prostate cancer
      Human chorionic gonadotropin ("hCG")   Testicular cancer, Choriocarcinoma
      Nuclear matrix protein ("NMP22")       Bladder cancer

      After testing for a cancer marker, further identifying the cells that
express the marker may enable a definitive diagnosis. Oncologists measure marker
levels to assess a patient's response to treatment, evaluate appropriate future
treatments, and check for signs that the cancer may be recurring. If, after
treatment, marker levels have decreased from the level at diagnosis, it may
indicate that the cancer is responding favorably to the treatment. Conversely,
if marker levels rise, the oncologist may consider an alternative therapy
option, as the tumor is probably not responding to treatment. Depending upon the
patient and the cancer, these follow-up tests may be continued for life,
occurring as frequently as every two to three months.

Limitations of Current Cancer Markers

      We believe that validation of new cancer markers is one of the most
important goals in cancer research. The National Cancer Institute (NCI)
emphasized the need for finding new markers for prostate cancer as well as
identifying markers for hard-to-detect cancers, such as those in the ovary and
pancreas. In addition, the NCI specifically listed validating cancer markers for
disease prognosis, metastasis, treatment response, and progression as one of its
future strategies. The continuing need for enhanced cancer diagnostic markers is
partly due to the limitations of current markers.

      Although there has been significant historical research into cancer
diagnostics, we believe that few cancer markers have been accepted into clinical
use. Moreover, markers are not used today as the sole method to diagnose cancer
due to several factors that limit the capabilities of current cancer markers to
accurately diagnose the disease. These limitations have prevented cancer marker
tests from functioning as wholly effective screens for many cancers. We believe
that a cancer marker that is expressed on all cancer cells regardless of type
would be an effective screening tool.

o    Currently  available  markers are not 100% specific to a particular type of
     cancer,  indicating that other  non-cancerous  conditions can also cause an
     increase in certain cancer  markers.  For example,  elevated  levels of the


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     prostate-specific  antigen  (PSA),  a marker for  prostate  cancer,  do not
     always signal a malignant  condition.  The NCI reports that only 25% to 35%
     of men that express higher-than-normal amounts of PSA in the blood actually
     have prostate cancer.  The remaining 65% to 75% of men have benign prostate
     conditions,  such as  inflammation,  which  also cause an  increase  in PSA
     levels.

o    If the  minimum PSA value is  increased  (where men would have to show even
     higher  levels of the marker in order to enable  detection  by a PSA test),
     the PSA could be considered to be more accurate, as more men will likely be
     correctly  identified as having prostate cancer and not a benign condition.
     However, for many of these men, waiting for their PSA levels to

o    increase to an amount  detectable  by a more  stringent  test also prevents
     early  detection  of the  prostate  cancer.  If the PSA  cut-off  value  is
     increased,  over 50% of men may not be diagnosed with prostate cancer until
     after  their  tumor has spread  beyond the  prostate  gland,  significantly
     decreasing the likelihood of successful  treatment.  As a result,  there is
     still an unmet need for a clinically effective diagnostic technique for the
     early detection of prostate cancer.

o    Many markers are also restricted to only certain cancers.  For example, the
     PSA test can help detect prostate  cancer,  but would not be used to screen
     for breast cancer.

o    The same marker is not always  expressed on every patient's  cancer even if
     it is related to the same organ.  For  instance,  Genentech's  cancer drug,
     Herceptin,  treats  metastatic  breast  cancer that is  positive  for human
     epidermal growth factor receptor 2 (HER2).  However,  HER2  over-expression
     occurs in only approximately 25% of women with breast cancer.

o    The  detection of "normal"  levels of a cancer marker can  occasionally  be
     ambiguous. For some cancer markers (such as CA-125, which is more prevalent
     in ovarian cancer cells than in other cells),  even individuals without the
     cancer can demonstrate varying levels of the marker. In some cases, CA- 125
     expression  depends on age and gender,  with women  younger  than 50 having
     higher  amounts of this  protein in their bodies than women over 50 or men.
     Like  other   markers,   benign   conditions,   including   infections  and
     endometriosis,  can also cause  elevated  CA-125 levels.  As a result,  the
     classification  of a normal value is difficult.  MedlinePlus,  a service of
     the U.S. National Library of Medicine and the National Institutes of Health
     (NIH),  reports that perceived normal CA-125 levels vary depending on which
     laboratory is administering the test.  Consequently,  CA-125 tests are more
     effectively  used to monitor  the  progression  of  ovarian  cancer and the
     patient's  response to treatment,  rather than to diagnose the cancer in an
     otherwise healthy individual.

     In  addition,  in  the  early  stages  of  cancer,  many  patients  express
relatively  low levels of known  cancer  markers,  evading  detection by current
cancer  marker  tests.   As  a  result,   even   widespread   markers--such   as


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carcinoembryonic antigen (CEA), which can be found in patients with a variety of
cancers--are not effective at detecting occult (hidden) cancers.  The CEA assay,
discovered by Dr. Phil Gold, a member of our board of directors,  was one of the
first successful blood tests to enter general clinical use.

Types of Cancer Testing

      Cancer testing encompasses a wide variety of products and technologies,
including the following: (1) assays for cancer markers; (2) imaging, such as
mammography (a breast X-ray to detect tumors); (3) clinical chemistry assays
that detect changes in normal physiological parameters; and (4) cytological and
histological tests. Each of these procedures is used for at least one of three
tasks--screening, diagnosis/monitoring, or imaging--each of which is briefly
described below.

      Screening. Cancer screening entails performing regular tests on people who
have no symptoms. Mammograms, Papanicolaou (Pap) smears, and PSA tests are all
examples of cancer screens. These tests can reveal hidden diseases, but need
further corroboration, such as a tissue biopsy, to provide a final diagnosis.
Most cancer marker tests do not have high enough measures of sensitivity or
specificity to be considered useful as a cancer screen. Even the PSA test, which
is routinely used to screen men for prostate cancer, is still debated as to its
usefulness in older males.

      Diagnosis/Monitoring. Cancer markers are primarily used for diagnostic and
monitoring purposes. While typically markers alone are not used to diagnose a
disease, they do help determine if cancer is likely. They also help monitor the
cancer's progression, response to treatment, and potential for recurrence. To
test for a marker, a sample of the patient's tissue, blood or other body fluid
is sent to a laboratory where the detection of the marker is determined.

      Imaging. In healthcare, imaging is the process by which physicians obtain
pictures of the body's interior. Oncologists use imaging as a noninvasive method
to help see tumors and detect occult metastatic cancer. Special dyes are often
administered to enable organs to show up better on film. We believe that there
are two primary unmet needs in imaging at present: (1) the existence of a marker
test that can detect cancerous cells before the disease clinically manifests
itself; and (2) the presence of a marker to identify secondary cancer after the
primary treatment has begun.

      Cancer testing is dominated by serum-based cancer markers, including CEA,
PSA, CA-125, bladder tumor antigen (BTA), and TruQuant BR (for monitoring breast
cancer). In 2003, worldwide sales of these serum assays were approximately $860
million. We estimate that there are over 100 million serum screening tests
performed each 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, a relatively insensitive assay for colorectal cancer, are
estimated to be over $300 million annually. In The Nation's Investment in Cancer
Research: A Plan and Budget Proposal for Fiscal Year 2008, the NCI emphasized
the need for improved markers for prostate cancer as well as the development of
more markers for hard-to-detect cancers. In addition, the NCI specifically
listed validating cancer markers for disease prognosis, metastasis, treatment
response, and progression as one of its future strategies.

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Reasons for Growth of Cancer Diagnostics

      The following factors may affect the size and growth of the worldwide
cancer diagnostic market:

      Demographic shifts due to an aging population. The United Nations has
documented a rapidly aging population worldwide. In developed countries, the
number of individuals over 60 years old exceeded the number of children under 15
years old for the first time in 1998. While risk factors for cancer include
tobacco and alcohol use, diet, and sun exposure, one of the most significant
factors is age. For example, more than 65% of all prostate cancers occur in men
over the age of 65, and overall, approximately 77% of all cancers are diagnosed
in individuals over the age of 55.

      Increased focus on early detection and diagnostics. According to the NCI,
85% of cancer patients are treated in community-based, private practice oncology
settings. Accordingly, global expansion of cancer marker technologies may be
fueled by an increased marketing of new diagnostic tests to physicians. In
addition, as a growing number of people are considered to be at high risk for
developing cancer, diagnostic tests may also be administered more frequently.

      Reimbursement, third-party payers and financing for companies developing
diagnostics. In the United States, the costs of a variety of medical procedures,
including diagnostic laboratory tests, are covered by both federal and private
insurance plans. We believe the reimbursement policies of healthcare providers
will drive increased usage of cancer marker tests and that reimbursement amounts
will reflect the usefulness of the tests--the more accurate the test, the higher
the reimbursement amount. On that basis, a RECAF-based test, which has broad
applicability and is highly accurate, should command a relatively high
reimbursement amount. Due to cost containment practices of managed care
organizations as well as federal healthcare programs, certain testing
technologies may be used more selectively by medical providers. We estimate that
reducing healthcare expenses could lead to the reduction or the elimination of
cancer markers with low associated sensitivities and specificities. We want to
market RECAF as a high value-added test with widespread utility and significant
predictive value that will meet applicable cost containment guidelines.

      Funding for basic and disease-related research. The NIH invests over $28
billion annually in medical research, of which an estimated $5.5 billion was
spent on cancer research in particular during fiscal year 2008, which ended
September 30, 2008. Additionally, R&D spending is increasing, with the top 100
biotechnology companies having spent approximately $14.8 billion on R&D during
2006, up from $12.6 billion in 2005 and $11.2 billion in 2004.

     An increased focus on lowering  healthcare spending via improved diagnostic
testing and patient  monitoring  that can reduce the costs of  misdiagnosis.  In
2006, U.S. healthcare  expenditures totaled approximately $2.2 trillion, and are
forecasted to reach $2.5  trillion in 2009 and $4.4 trillion by 2018.  For 2005,
healthcare  accounted  for 16.0% of the gross  domestic  product  in the  United
States compared to 10.9% in Switzerland,  10.7% in Germany,  9.7% in Canada, and
9.5% in France.  U.S.  healthcare  premiums  increased  by 8.8% between 2004 and

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2005. The largest cause of this increase was a greater  utilization of services,
accounting for approximately 43.0% of the rise in premiums.

      This growing utilization is attributable to new medical treatments, more
intensive diagnostic testing (i.e., defensive medicine), an aging population,
which requires more medical attention, and progressively unhealthy lifestyles.

      As a result of rising costs, we believe that there is a demand for more
cost-effective approaches to disease management, specifically for cancer, as
well as for emphasis on screening and accurate diagnostic testing to facilitate
early detection of potentially costly, severe afflictions. Likewise, a poll
conducted by the Harvard School of Public Health in June 2009 found that 54.0%
of respondents felt that high costs were one of the most important healthcare
issues for the government to address. We also estimate that up to 20.0% of all
diagnostic tests may eventually be performed in non-laboratory settings, such as
by patients or non-medical professionals.

Our Technology

      We believe that our RECAF technology offers an improved detection,
diagnostic, and monitoring solution for patients with cancer.

The RECAF Cancer Marker

      Based on our research, which has been confirmed by Abbott and jointly
presented at an international cancer conference, RECAF appears to be a cancer
marker for multiple types of cancer. Every cancerous tissue that we have tested
has expressed RECAF. It is expressed on over 90% of cancer samples that we have
studied thus far, including breast, lung, stomach, colon, ovarian and prostate
cancer samples. To our knowledge, there is no other cancer marker that has the
same universal presence as RECAF. As such, we believe that RECAF could replace
many currently available cancer markers that are targeted to only one type of
cancer, as well as offer a useful diagnostic tool for cancers where there is not
yet thought to be an effective marker, such a lung and breast cancer.

      RECAF is a molecule that is present on cancer cells but is not detected in
significant levels on healthy cells or benign tumor cells. This characteristic
enables RECAF to more accurately detect cancer than many current tumor markers,
as RECAF is less likely to report a false positive result.

      RECAF is a receptor for AFP (Alpha-fetoprotein), which is a marker for
liver and testicular cancer that was discovered in 1963 by Dr. Garri Abelev, a
member of our scientific advisory board. RECAF is present on the cell surface
and binds and takes up circulating AFP. Both AFP and RECAF first emerge in the
fetus, but disappear by birth. AFP binds small molecules, such as lipids, and
transports them into fetal cells when taken up by the receptor for AFP. Once a
fetal organ or tissue reaches its maturity, it no longer takes up AFP or
expresses RECAF. After birth, RECAF is only known to exist in a cancerous state,

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where tissues re-express the ability to take up AFP via the RECAF receptor. The
expression of RECAF is related to rapid tissue growth, which is characteristic
of both cancer and fetal development. RECAF is classified as an oncofetal
antigen due to its presence on both fetal tissues that incorporate AFP and on
malignant tissues in later life.

      We believe that RECAF has potential as a universal cancer marker for the
following reasons:

o    Current  serum  markers  are   deficient  in  terms  of   sensitivity   and
     specificity, creating a need for enhanced markers.

o    Current markers for breast and lung cancers (one of the most fatal cancers)
     are not very accurate and therefore not widely used. These types of cancers
     are among the best detected by RECAF.

o    Routine RECAF testing after cancer therapy may be able to detect recurrence
     earlier and more  economically  than other  technologies in current use. We
     believe  that having one cancer  marker to monitor all  patients is a great
     advantage for the clinical laboratory.

o    There is not yet a universal cancer marker. Oncologists use different tests
     for each cancer. Moreover, we believe only a few of the cancer markers used
     today are very useful. Our intent is to develop RECAF as a universal cancer
     marker, potentially capable of detecting many cancers with high sensitivity
     and specificity.

Product Pipeline

      All of our product candidates are based on the RECAF technology. The RECAF
molecule is expressed on the cell surface of cancer cells and, because tumors
are highly vascularized, it is shed into the blood stream and other bodily
fluids. As a result, we can detect the marker using blood, or serum, as the test
sample. Since 2004, we have performed over 120,000 tests on more than 4,000
serum samples. Results of these studies have shown that our serum-based assay,
Serum-RECAF, has between 80% and 90% sensitivity for a variety of cancers, with
95% specificity for lung, breast, prostate, stomach, and ovarian cancers among
others. Moreover, these tests demonstrate that RECAF technology performs better
than competing technologies at detecting prostate cancers and at discriminating
between malignant and benign lesions.

      RECAF technology detected 92% of cervical cancer with 95.7% specificity in
a study involving 25 cervical cancer samples and 69 normal samples. In contrast,
the Pap test, which is widely used to detect cervical abnormalities, has an
estimated sensitivity for high-grade lesions of only 55% to 80%. Further, we
compared 73 colon cancer samples to 352 normal samples and found that our RECAF
blood test had a sensitivity of 74% with 95% specificity. When the specificity
was improved to 100%, the test was still able to identify over 71% of the colon
cancers. Data suggest an average sensitivity for RECAF of 90% across all cancers
when the specificity is 95%.

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      Serum-RECAF can be effectively used to initially screen patients who
present symptoms of cancer as well as to monitor patients for recurrence who
have already been treated for cancer. We believe that our Serum-RECAF assay
performs better than many current technologies at detecting prostate cancer as
well as at discriminating between malignant and benign tumors. Accordingly,
Serum-RECAF may have the potential to become a standardized blood test widely
available in clinical laboratories due to its detection capabilities and ease of
use. If successfully developed and submitted to the FDA for clearance, we
believe that Serum-RECAF will be considered a Class II Medical Device, which is
important in the pathway to regulatory approval. Future variations of this
product could include the ability to test other body fluids, such as saliva,
vaginal fluids, and urine, for RECAF.

RECAF Product Formats

      There are three basic formats for RECAF technology: (i) automated testing
in large clinical and hospital laboratories; (ii) non-automated, or manual,
testing by clinicians in smaller laboratory settings and where expensive
automated instrumentation is not available or not practical; and (iii) point-of-
care ("POC"), rapid test formats for physicians' offices, urgent care
facilities, or the bedside. These formats may be used to detect cancer in
patients and for veterinarian use.

Automated Format

      Our initial business strategy was to license the automated testing format
on a semi-exclusive basis to three licensees. We have granted two of the three
semi-exclusive licenses for this testing format-one to Abbott and one to
Inverness. Under the agreements with Abbott and Inverness, we are allowed to
grant one more semi-exclusive license for the automated format.

      In early 2007, we completed converting our blood based Serum-RECAF test to
colorimetric format ("flash chemiluminescense") to make it more practical for
laboratory use required by our licensees and to improve sensitivity. This format
improves detection of smaller, earlier stage tumors and magnifies the measured
difference in RECAF serum values between cancer and normal patients. The test
results found that RECAF had 80% to 90% sensitivity for a variety of cancers,
with 95% specificity for lung, breast, stomach and ovarian cancers in
particular.

Manual Format

      We have developed prototype RECAF test kits and materials for small
laboratories where automated instrumentation is not available or not practical.
These manual formats have the same sensitivity and specificity as the formats
that use automated instrumentation. We plan to finish development of these kits
and to place them in a few laboratories in major metropolitan cities in China,
India and Mexico where those laboratories can market and run the RECAF tests
without further government regulatory requirements.

      To initiate this, we have formed a wholly owned subsidiary in China. The
subsidiary, named "Biocurex China Co., Ltd." will be used to assemble, market,



                                       11
<PAGE>

and distribute our RECAF tests in China. The critical reagents will be shipped
from North America for quality control purposes. Our first market is Shanghai,
where we are represented by a clinical oncologist who will collect the samples
and administer the tests in-house. Once we are operational in Shanghai, we will
expand to other large population centers in China such as Beijing and Tianjin.
If the model is successful, we then plan to replicate it in other countries in
Asia, Latin America and Eastern Europe.

      In the United States, once the FDA has approved the automated testing
format, we will be able to apply for 510k approval for the manual testing format
on an expedited basis.

Point-of-Care, Rapid Test

      As another segment of our current strategy, we have developed a prototype
blood-based POC rapid test for cancer detection or follow-up in physicians'
offices and urgent care facilities. This format may also be useful in
third-world countries or areas with large rural populations where access to even
small clinical laboratories is not available.

      Our POC rapid test device, a rendering of which appears below, will be
similar to a common pregnancy test kit. The rapid test cartridge will contain a
small strip that is coated with the indicator molecules to detect RECAF in a
blood sample. These types of tests are used for a variety of applications in
diagnostic medicine, and they can be efficiently developed from the prototype
data that we currently have. We intend to contract with an experienced developer
of POC tests to fully develop our POC rapid test. We have selected QuantRx Inc.
to run a feasibility study for our POC test on their fully developed RapidSense
POC platform. This platform was selected since it avoids the many patent issues
surrounding POC test formats, has already been developed for another POC cancer
marker, and has an instrument reader available for it.

      We anticipate that our POC rapid test will require the development of a
small, portable instrument to read the intensity of the colorimetric endpoint
line in order to alleviate the variability of eye measurements. We will likely
need to eliminate operator variability to be eligible for certain medical
reimbursements.

      When a patient enters a physician's office with a specific symptom or
concern where cancer is suspected, the physician could administer the rapid test
to receive a preliminary indication as to the presence of elevated RECAF levels
in the blood. We anticipate that such a cancer test could be used as easily and
as routinely as a blood sugar or cholesterol reading is now used as part of a
blood test. The more detailed Serum-RECAF laboratory test would be used to
confirm the rapid test result as is common now for most of the rapid tests used
in the infectious disease setting.

Recent Developments

      In October 2010 we filed a new patent within the Patent Cooperation
Treaty, which presently includes 142 countries. The subject of this patent is a
synthetic peptide that recognizes RECAF(TM) and that can replace the antibodies

                                       12
<PAGE>

used in our RECAF  test.  The  synthetic  peptide  also  allows  for many  other
applications that cannot be performed with an antibody.  Our patent  application
contains  over  50  claims  covering  different  applications  and  uses of this
peptide.

      An antibody is a biological reagent that requires production under sterile
conditions in large volumes of cell culture medium. The antibodies then need to
be extracted and purified from the medium. This process is expensive and
delicate. The synthetic peptide will allow our to replace the antibodies in the
RECAF test. A peptide is a short sequence of amino acids, much like a very small
protein. Peptides are produced with an automated peptide synthesizer. A well
known small peptide is aspartame, the synthetic sweetener used in Nutrasweet(R).

      To make a peptide in a laboratory, its amino acids sequence is entered
into a computer and the rest of the process is automatically handled by special
computer software. Since the peptide is synthesized chemically rather than
biologically, the batch-to-batch variability is drastically reduced and the cost
reduction is significant. Being small molecules, peptides are also more stable
than antibodies, resulting in longer shelf life and related issues.

      The most important advantage of peptides over antibodies is their
flexibility: Antibodies cannot be modified unless very expensive and complex
molecular engineering processes are used. To change the specificity of an
antibody, one has to develop a new one, which is a very labor intensive and
unpredictable process. On the other hand, to modify a peptide, all that is
required is to use a different amino acid sequence on the computer. This
tremendous flexibility opens many possibilities for us, some of which are listed
below:

     1)   Tailoring  dog,  cat and other  animal  RECAF  tests for each  species
          rather than relying,  on the cross reactivity  exhibited by anti-human
          RECAF antibodies against dog RECAF.

     2)   Tailor-tagging  of the  peptide  for  different  uses  such as  cancer
          targeted therapy, imaging or blood diagnostic tests.

     3)   Attaching the peptide to liposomes for cancer targeting. Liposomes are
          artificially  prepared  vesicles  that can be filled with  anti-cancer
          drugs,  Interference  RNA or other  compounds  and delivered to cancer
          cells.  Attaching  the  peptide  to the  surface of  liposomes  should
          increase  the  delivery to cancer  cells since our peptide  recognizes
          RECAF and RECAF is on the  surface of cancer  cells but not on healthy
          cells.  Liposomes  are used for delivery of a variety of  formulations
          from medicine to cosmetics.

     4)   Incorporation  of a DNA sequence that encodes the peptide into the DNA
          or RNA of a virus which would then express the peptide on its surface.
          Since the peptide recognizes RECAF which is on cancer cells but not on
          normal  cells,  the virus would only infect and kill the cancer  cells
          thus becoming an oncolytic virus.

      In October 2010 we entered into a non-exclusive distribution agreement
with VetRed B.V. from Naarden, the Netherlands. VetRed, a private company under

                                       13
<PAGE>

Dutch law, will represent our wholly owned subsidiary OncoPet Diagnostics to
distribute our OncoPet RECAF(TM) cancer test for dogs in Europe.

      Through a network of its own companies, agents and distributors, VetRed
will market our OncoPet's RECAF(TM) test to the European Union member states.
Samples will be collected and grouped prior to their dispatch to our
laboratories Canada. Europe is second in the world for its number of cats and
dogs, according to a recent survey--there are approximately 78 million dogs and
94 million cats in placeEurope. The United States and Canada have the largest
dog and cat population, with an estimated 52 million dogs and 66 million cats.

      VetRed made an entrance in the veterinary diagnostic market in 2009 with
the introduction of the Pandora(R) Slide Stainer, a tabletop fully automated
unit, which stains in fully reproducible samples prior to their evaluation under
the microscope. VetRed also markets chromogenic media for rapid determination of
fungi and bacteria.

License Agreements

      We have licensed aspects of our RECAF technology on a semi-exclusive and
on a non-exclusive basis to Abbott, a worldwide leader in diagnostics, and
Inverness, a global supplier of in vitro diagnostic products.

Abbott License

      In March 2005, we entered into a worldwide, semi-exclusive licensing
agreement with Abbott to commercialize Serum-RECAF. Manual and POC RECAF test
formats are licensed on a non-exclusive basis. Thus, we may commercialize and
license manual tests to as many licensees as we deem appropriate. Under the
license agreement, as amended, Abbott has the right, but not the obligation, to
commercialize or perform further research and development on the RECAF
technology. Abbott paid us an upfront licensing fee of $200,000 and will pay us
royalties on any RECAF products it sells during the term of the license. In
April 2008, Abbott and we amended the license agreement. The amendment relieved
Abbott of future obligations to perform further research and development with
respect to the RECAF technology as well as the obligation to pay annual minimum
royalties. At any time, at its option, Abbott may resume research and
development work and commercialize products incorporating the RECAF technology
in accordance with the license agreement. In consideration for this
modification, we will receive a more favorable royalty rate on any RECAF
products that may be sold by Abbott. We have the right to terminate the license
at any time, if following notice from us, Abbott and we do not agree within 90
days to new due diligence obligations for the commercialization of any products
using the RECAF technology. Since this agreement was amended, Abbott has not
conducted any research and development regarding RECAF technology or, to our
knowledge, taken any other steps toward commercializing our technology. Finally,
Abbott has the right to grant sublicenses to third parties.



                                       14
<PAGE>

Inverness License

     In  December  2007,  we  entered  into a second  semi-exclusive,  worldwide
licensing  agreement  for our  Serum-RECAF  technology.  This  agreement  allows
Inverness to commercialize products using the Serum-RECAF technology in exchange
for paying an upfront fee and periodic royalty payments. In addition,  Inverness
is  responsible  for  obtaining  FDA  approvals,   and  managing  manufacturing,
marketing,  and distribution for clinical laboratory testing. The manual and POC
rapid  tests,  as well  as  other  applications  of  RECAF,  are  licensed  on a
non-exclusive  basis.  Inverness  paid us a $1  million  up-front  fee for RECAF
technology  and material and  assistance  that would enable it to produce  RECAF
material on its own.  Inverness has been conducting  research and development on
our  technology  and may  have  successfully  adapted  our  technology  to their
diagnostic  platform.   The  agreement  with  Inverness  provides  for  periodic
exchanges of information between the parties. Our policy is to tell them as much
as we can  on the  technical  side.  Inverness,  on the  other  hand,  has  been
reluctant  to share  with us  their  intentions  or  progress  on their  general
business  strategy  including   manufacturing,   commercialization,   regulatory
approval and marketing. Inverness has advised us of their intention to implement
the RECAF test in a particular  format  (called  Triage),  which is not based on
classic and widely known assay formats but rather on their proprietary platform.
We believe their  reluctance is caused in large part on their concern to protect
the intellectual property relating to their proprietary diagnostic platform. Our
last communication with Inverness took place in June 2009 and, at the time, they
indicated that our assay was working in their facilities and generating  results
consistent  with ours.  However,  they did not share  those  results  with us or
indicate what diagnostic platform they used. Inverness has also informed us that
they had become  self-sufficient  and  independent  in  generating  the critical
reagents necessary to produce the test. We do not know what Inverness intends to
do next.  If they have been  successful  in  adapting  our  technology  to their
diagnostic  platform,  the  logical  next  step  for them  would be to  initiate
clinical trials for the purpose of obtaining  regulatory  approvals,  whether in
the United States or elsewhere, but we have not had been able to confirm whether
that is the case. Our license  agreement with Inverness does not provide for any
development  or product  milestones.  Under the  license  agreement,  the annual
minimum  royalty  of  $150,000  began to  accrue  on  December  4, 2009 and will
continue until December 4 following the first  commercial sale by Inverness of a
product using RECAF technology to a third party. Thereafter,  for the balance of
the annual  minimum  royalty term,  which ends on the later of the expiration of
all the RECAF patents or when Inverness ceases to manufacture and distribute any
products  based on RECAF  technology,  Inverness  is  obligated  to pay a higher
minimum royalty.  The Inverness  license  agreement does not provide when or how
the annual minimum will be paid.  Presumably,  that will be determined  based on
subsequent discussions with Inverness.

Additional Licensing Opportunities

     Under the license agreements with Abbott and Inverness we are free to grant
one additional semi-exclusive license regarding Serum-RECAF and pursue unlimited
licensing  opportunities  with  respect to all other  applications  of our RECAF
technology and test formats, including manual and POC rapid tests and veterinary

                                       15
<PAGE>

applications.  Further,  our RECAF technology has additional  applications  that
could be licensed, including imaging functions and therapeutic uses. Ultimately,
we seek to license out specific aspects of our technology, striving to achieve a
significant  market share by selecting  licensees that can support this goal. We
believe that this  licensing  strategy will be the most  effective way to expand
our market share.

Business Strategy

      Our RECAF technology has possibilities in a wide variety of applications
in the fields of human and veterinary medicine. Our strategy is to continue to
focus on obtaining non-exclusive licensing agreements for various application of
RECAF technology while developing other applications ourselves. Specifically,
with the net proceeds of this offering we intend to pursue the following:

     o    grant one additional  semi-exclusive license for testing blood samples
          using automated testing equipment;

     o    commercialize  veterinary applications of RECAF testing technology not
          requiring regulatory approvals;

     o    finish  developing a POC rapid format test for the doctor's office and
          bedside use;

     o    conduct clinical trials and seek FDA approval for marketing of the POC
          rapid format test; and

     o    commercialize  manual testing formats,  principally in large cities in
          foreign countries where further regulatory clearance is not required.

Licensing

      To date our primary business strategy has been to license our Serum-RECAF
technology under semi-exclusive limited license agreements. With this strategy,
instead of having to allocate all of our funding in an attempt to commercialize
one product, we select licensees that have strategic advantages over us when it
comes to commercialization (e.g., our licenses with Abbott and Inverness). As
part of this strategy, we provide all the assistance that we can to our
licensees; however, the licensees are responsible for obtaining regulatory
approvals and bringing the products to market. Under our existing semi-exclusive
licenses with Abbott and Inverness, we are allowed to enter into one additional
semi-exclusive license for Serum-RECAF. These licenses only cover the automated
testing format for Serum-RECAF in a clinical and hospital laboratory settings.
They cover the use of Serum-RECAF in connection with other test formats and
other applications of our technology on a non-exclusive basis.

      Market distribution channels for a diagnostic test kit typically entail
accessing the automated diagnostic platforms of one or more of the larger
diagnostic companies, such as Abbott, F. Hoffmann-La Roche or Bayer AG. These
companies provide automated diagnostic instruments that are capable of
processing a variety of laboratory tests. Some instruments can process 1,200
clinical chemistry and 200 immunoassay tests each hour. Through licensing, we
seek to place our cancer assays, such as Serum-RECAF, on the instrument menu of
these diagnostic platforms.

                                       16
<PAGE>

Point-of Care Rapid Tests

      We anticipate that a POC rapid cancer test could be used in the future as
easily and as routinely as a blood sugar or cholesterol reading is now part of a
blood test. When a patient enters a physician's office with a specific symptom
or concern where cancer is suspected, the physician could administer the rapid
test to receive a preliminary indication as to the presence of elevated RECAF
levels in the blood. The more detailed Serum-RECAF laboratory test would be used
to confirm the rapid test result as is common now for most of the rapid tests
used in the infectious disease setting.

      We recently presented preliminary results with our prototype rapid test to
an international cancer congress. Data indicated solid discrimination between
cancer and healthy cells and correlated with results from our Serum-RECAF. With
the N.N. Blokhin Cancer Research Center in Moscow, Russia, we studied RECAF as a
rapid test for cancer detection. Results found that RECAF could detect 80.4% of
ovarian cancers in Stages I to III with an 88% specificity. This study tested 64
normal, non-cancerous samples and 51 ovarian cancer serum samples, which
included 25 Stage I or II cancers and 26 Stage III cancers. We believe that
these results signify a potential breakthrough that could simplify cancer
detection. When applied to early stage ovarian cancer, our prototype POC
demonstrated better performance than a CA-125 blood test, a tumor marker often
found in higher-than-normal amounts in the blood of women with ovarian cancer.
We believe that the POC tests will not cannibalize the clinical laboratory
markets since POC tests are routinely confirmed by the slightly more accurate
clinical laboratory tests. We believe that the widespread use of POC RECAF tests
will actually promote the use of the clinical laboratory RECAF tests.

      We estimate that there are approximately 250,000 physicians in the United
States who would use these POC tests. One test per doctor per week would yield
13 million rapid tests per year. We expect final development, clinical testing,
FDA registration and Medicare approval to take approximately 18 months. We may
license this test for distribution, contract with a distribution network or use
a contract sales force for marketing and sales of this test.

Veterinary Applications

      Basic research shows that RECAF is a highly conserved (common and
essentially identical) molecule in humans and animals. We confirmed in our
laboratory with samples provided from three different sources that our RECAF
test detects malignancy in dogs and cats. The test, which we call Pet- RECAF,
correctly detected 85% of the cancers at the standard specificity value of 95.
These figures are consistent with those obtained on human patients.

      Initially our focus will be directed to dogs and cats. We believe we can
begin marketing this application quickly because it does not require any
laboratory testing of blood samples for governmental or regulatory approvals and
we have completed the developmental testing. We will market this application
under a separate brand name. We plan to pursue a dual-channel revenue generation

                                       17
<PAGE>

strategy. In some markets we will license our technology to clinical labs who
will conduct the testing and in other markets PBRC will do the testing in our
own contract laboratory. Our POC rapid test is also being developed for the
veterinary market and may be available for commercialization before it is
available for human use. We will market our product directly to end users, such
as veterinarians and animal protection societies, and through distributors.

Cancer in Household Pets

      Cancer is the number one cause of death among dogs and cats in the United
States, Europe, and Japan. Recent studies have shown that more than 50% of all
dogs ultimately die of cancer, and some breeds, like golden retrievers and
boxers, have cancer rates that are even higher. However, cancer is also the most
curable of all chronic diseases in pets. To help improve detection, specialists
encourage veterinarians to include cancer screenings in their wellness exams for
pets of all ages.

Expenditures on Household Pets and Market Size

      There are approximately 75 million household dogs in the United States and
on average dog owners spend $219 on veterinary visits annually. There are
approximately 88 million household cats in the United States and their owners
spend an average of $175 a year on routine veterinary visits. Dog- owning
households that spent $1,000 or more in a year jumped from 2.2 percent in 1996
to 8.4 percent in 2006. Dogs averaged 1.5 visits to the veterinarian during
2006, and cats averaged 0.7 visits to the vet in the same year.

      We have studied the market in British Columbia and, based on our findings,
we believe that the potential market for testing dogs and cats in British
Columbia may be $5.0 million per year. We found that in British Columbia at
least 120,000 routine blood-screening tests are carried out every year in dogs
and cats, at a cost of $35-$40 per test to the veterinarian. This does not
include tests conducted by veterinary hospitals that have their own in-house
laboratories. We believe that the addition of a screening test for cancer for
$50 is reasonable to both owners and veterinarians and may be incorporated in
routine annual checkups. In addition to screening, animals already diagnosed and
treated for cancer can be monitored for the disease with the Pet-RECAF test. We
estimate that each animal diagnosed with cancer could be tested 3-4 times over
its lifespan.

Market Strategy

     Our  marketing  strategy for our  Pet-RECAF  test is based on the following
assumptions:

     o    There is  little or no need for  regulatory  approval  related  to our
          initial  plans and,  therefore,  we can begin  marketing our Pet-RECAF
          product immediately.

     o    The costs involved to commercialize Pet-RECAF are manageable.

      We plan to begin in British Columbia where we can commercialize the
application ourselves and then expand into other markets as we establish
ourselves. In essence, the local market becomes a testing ground to trim and
assess the logistics related to this enterprise. Blotted blood samples collected
by veterinarians will be shipped to PBRC for testing. Our marketing efforts will

                                       18
<PAGE>

target both veterinarians, who have to recommend Pet-RECAF to the pet owners,
and the pet owners themselves. For marketing purposes, we have reserved the
Internet domain OncoPet.net.

Sales and Marketing

      We do not plan to build our own sales force for any of our RECAF formats
for human use. Sales and marketing for our automated laboratory testing format
will be done primarily by our licensees. Manual laboratory test kits and
materials will be marketed by our partner laboratories. Once we have achieved
FDA clearance in the United States for our POC rapid test, we plan to contract
with medical device distributors and/or a contract sales force for marketing and
sales.

      Our RECAF tests for the veterinarian market will be marketed initially by
us and by distributors of veterinarian products. We have so far received
inquires from approximately 20 veterinary distributors. When our POC rapid test
is approved for animal use on a commercial basis, we will either license it for
distribution or use a contract sales force for distribution.

Suppliers and Manufacturing/Production

      For the Serum-RECAF products licensed on a semi-exclusive basis, our
licensees are responsible for manufacturing. We plan to contract with OEMs for
all of the products that are not covered by our license agreements.

Research and Development

      Our research and development efforts are all related to improving our
RECAF technology for detection, diagnosis and follow-up of cancer. We
continually focus on improving our various RECAF test formats leading to filing
of additional patents to protect our technology. Since the basic research on our
RECAF cancer marker is complete, most of our continuing work will be in the
development area rather than in research. The clinical data from our studies and
the validation from independent data from our licensees, Abbott and Inverness,
support our contention that we are in the final development stages rather than
at the research stage.

Patents

      Our patents, currently registered in over 20 countries, cover over 40
claims and relate to methods for diagnosis and treatment of cancer using the
RECAF cancer marker. Our U.S. patent expires in 2014 and our patents in
Australia, Russia and China expire in 2015. Our U.S. patent ("Detection of
cancer using antibodies to the AFP receptor") includes 17 claims and protects
technologies using Serum-RECAF kits. The patent also entails in vitro
applications for diagnosis, screening, and follow-up of cancer and leukemia. At
present, we are working toward the submission of additional patent applications
related to RECAF that potentially could provide us with protection for an
additional 20 years.

      In March 2008, the European Patent Office granted our patent claims for
cancer diagnostic serum tests based on the RECAF marker. These patents will also


                                       19
<PAGE>

expire in 2015. This development is particularly beneficial as granted patent
claims can generate a higher royalty than pending claims per our existing
license agreements. In addition, we believe that the European healthcare and
medical insurance systems are more familiar and supportive of cancer markers
than are other locales. As a result, we anticipate that regulatory approval for
diagnostic tests in Europe could be easier and faster than in the United States.

      Due to the complexity of RECAF technology, we believe that our proprietary
know-how for developing the technology and working with the RECAF family of
molecules is critical and extends beyond patented information. Accordingly, we
include know-how in our licensing packages in order to obtain royalties in
countries where we do not have patent protection.

      We have granted a security interest in all of our assets, including our
patents and other intangible property, to the holders of our amended secured
convertible notes as security for the repayment of those notes.

Competition

      Given the nature of our product and the fact that it works well in
combination with existing cancer markers, it is difficult to separate
competitors from potential partners/clients/licensees.

      We have found that we can combine RECAF with a second marker (e.g., CEA
for colorectal cancer samples, PSA for prostate cancer samples and CA125 for
ovarian samples), thus increasing the overall performance. For example,
combining CEA with RECAF results in 91% sensitivity and 100% specificity, which
is extremely important for screening purposes. From a marketing point of view,
the possibility of combining existing and widely used tests with ours offers
obvious advantages in terms of acceptance, market penetration time and pricing.
The latter is of particular interest for licensees who are already
commercializing other markers because the enhanced performance allows them to
increase the price of the other marker, which is usually low due to competition
and lack of patent protection. Under our existing semi-exclusive license
agreements with Abbott and Inverness, we receive, as a royalty, a portion of the
additional price on any other marker sold in conjunction with RECAF.

      Our potential competitors include large pharmaceutical and medical device
companies who develop, market, and sell diagnostic products such as cancer
detection kits, instruments and reagents used in clinical laboratories to
measure serum cancer markers. Such companies include F. Hoffman-La Roche Ltd.,
Dako A/S, DIANON Systems (an affiliate of Lab Corp. of America Holdings),
Miraculins Inc. and Ortho-Clinical Diagnostics, Inc. (an affiliate of Johnson &
Johnson Co.). In addition, potential competition may come from smaller
companies, research facilities and government-funded organizations that seek to
discover improved cancer markers or that are developing new screening and
diagnostic tests and tools for patients and animals. To our knowledge, no
existing cancer markers can detect the range of cancers that can be detected by
RECAF with similar sensitivity and specificity. Potential competitors in the
veterinary market include Idexx and Abaxis but they are also potential
licensees.

                                       20
<PAGE>

      At this point in time, we believe that our competitive position in the
cancer detection market is strong for a number of reasons including the
following:

     o    Inherent Advantages of the RECAF marker. As previously discussed,  the
          RECAF  marker  has  several  advantages  over all other  known  cancer
          markers  including  its ability (i) to detect all of the major cancers
          and likely the less  ubiquitous  ones as well,  (ii) to detect them in
          early  stages,  where  80-90% can be cured and (iii) to  function as a
          diagnostic and follow-up tool. In addition,  and based upon studies we
          have  conducted,  we believe  that for  certain  types of cancer,  its
          serum-based  screening  assays  is more  accurate  than the  screening
          assays of our competitors.

     o    Strategic  relationships.  Our  license  agreements  with  Abbott  and
          Inverness  provide us with access to major  testing  laboratories.  In
          addition,  Abbot  and  Inverness  have  agreed  to  bear  the  cost of
          obtaining FDA approval for our  serum-detection  technology  and, once
          obtained,   will  market  our  testing   technology  to  laboratories,
          healthcare  providers  and  consumers.  At the same time,  our license
          agreements with Abbot and Inverness give us the flexibility to exploit
          other applications of the technology.

     o    Funding.  While many of our existing  and  potential  competitors  are
          large  pharmaceutical  companies with large  research and  development
          budgets and government-funded  research facilities,  the large capital
          investment  required  to identify  and prove the  efficacy of a cancer
          marker may act as a deterrent. On the other hand, most of the research
          into verifying the RECAF marker has been completed.

Government Regulation

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

      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 the rigorous clinical trials that the FDA requires for
drugs. 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 as other 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 provided data proving substantial equivalence to the other
approved medical devices and verification of claims is provided to the FDA. This
type of FDA submission is referred to as a 510k submission and is routinely
handled by the FDA within a 90-day timeframe. We expect that all of our RECAF
diagnostic products will be classified as Class II medical devices.

                                       21
<PAGE>

      Under our existing license agreements, the licensees are responsible for
obtaining the necessary regulatory approvals. However, we cannot assure you that
any of our licensees will be successful in obtaining additional clearances or
approvals from any regulatory authority with respect to our cancer detection
kits or its serum screening assay. The lack of regulatory approval for our
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
will have a material adverse impact on our operations.

Employees

      As of March 15, 2011, we had three employees, all of whom are in
administrative positions. All of our research and development and other
technical activities and administrative services are performed for us by Pacific
Bioscience Research Centre, which is owned by Dr. Moro-Vidal, our chief
executive officer and a member of our board of directors. All of our employees
are also employees of Pacific Bioscience Research Centre.
 As of March 15, 2010, Pacific BioScience Research Centre had seven full-time
employees/consultants. Our relationship with Pacific Bioscience Research Centre
and with its employees is good. See Item 13 of this report for information
concerning our Agreement with Pacific Bioscience Research Centre.

ITEM 2.     PROPERTIES

      Our offices are located at 7080 River Road, Suite 215 Richmond, British
Columbia, and consist of 5,000 square feet of space which offices are rented on
a month-to-month basis for $4,895 per month. We rent our office space from
Pacific Bioscience Research Centre, a company owned by Dr. Ricardo Moro.

ITEM 3.     LEGAL PROCEEDINGS

      We are not involved in any legal proceedings.

ITEM 4.     (REMOVED AND RESERVED)


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

      Our common stock is traded on the OTC Bulletin Board under the symbol
"BOCX."

      Shown below is the range of high and low quotations for our common stock
for the periods indicated as reported by the OTC Bulletin Board. The market
quotations reflect inter-dealer prices, without retail mark-up, markdown or
commissions and may not necessarily represent actual transactions.


                                       22
<PAGE>


         Quarter Ending                High             Low

            3/31/09                    $0.11           $0.10
            6/30/09                    $0.08           $0.08
            9/30/09                    $0.20           $0.18
           12/31/09                    $0.12           $0.11

            3/31/10                    $0.07           $0.07
            6/30/10                    $0.05           $0.05
            9/30/10                    $0.06           $0.06
           12/31/10                    $0.07           $0.06


      As of March 31, 2011 there were approximately 140 record holders of our
common stock and over 2,000 shareholders who owned shares through brokerage
houses, banks and similar financial institutions.

      Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available and, in the
event of liquidation, to share pro rata in any distribution of Biocurex's assets
after payment of liabilities. The Board of Directors is not obligated to declare
a dividend. Biocurex has not paid any dividends on its common stock and Biocurex
does not have any current plans to pay any common stock dividends.

     Note 7 to the  financial  statements  included as part of this report lists
the shares of our common stock which were issued during the year ended  December
31,  2010.  We  relied  upon  the  exemption  provided  by  Section  4(2) of the
Securities Act of 1933 in connection  with the issuance of the shares  described
in Note 7 during the year ended December 31, 2010.

      During the year ended December 31, 2010 we did not purchase any shares of
its common stock from third parties in a private transaction or as a result of
any purchases in the open market. During the year ended December 31, 2010 none
of our officers or directors, nor any of its principal shareholders, purchased,
on our behalf, any shares of its common stock from third parties in a private
transaction or as a result of purchases in the open market.

      As of March 31, 2011 we had 169,188,974 outstanding shares of common
stock. The following table lists additional shares of our common stock which may
be issued as the result of payment of note principal or interest with shares of
our common stock or as the result of the exercise of outstanding options or
warrants or the conversion of notes:

                                                         Number of      Note
                                                          Shares      Reference

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

   Shares issuable upon conversion of notes or as
      payment of principal on the notes                 4,333,077       A


                                       23
<PAGE>

                                                         Number of      Note
                                                          Shares      Reference
   Shares issuable upon exercise of warrants issued
      to consultants                                      937,500       B

   Shares issuable upon exercise of Non-Qualified
      Stock Options granted to officers, directors,
      employees and consultants.                        4,594,757       C

   Shares issuable upon exercise of warrants granted to
      our officers, directors, employees, financial
      consultants and private investors                 6,859,970       D

   Shares issuable upon conversion of notes               211,768       E

   Shares issuable upon exercise of warrants issued to
      note holders                                      3,372,564       E

   Shares issuable upon warrants sold to public
      investors                                        90,459,600       F

   Shares issuable upon exercise of warrants issued to
      underwriter                                      16,800,000       F

   Shares issuable upon exercise of options granted to
      officers and directors                           28,500,000       G

A. In June 2007 we sold convertible notes, plus warrants, to private investors
for $3,000,000. The notes are due and payable on December 31, 2012 and are
secured by substantially all of our assets. At the holder's option the notes are
convertible into shares of our common stock at a conversion price of $0.13. Due
to principal payments and conversions, the outstanding principal balance of the
notes as of December 31, 2010 was $563,300.

      The warrants were subsequently sold to Warrant Strategies Fund, LLC.

      The warrants allow the holder to purchase up to 3,500,000 shares of our
common stock at a price of $0.135 per share at any time prior to June 29, 2012.

      In the event the closing price of our common stock is $1.20 or greater for
ten consecutive trading days, the holders will be required to exercise the
3,500,000 warrants. Following the exercise of the warrants, we will issue to the
holders new warrants, which will entitle the holders to purchase 1,750,000
shares of our common stock. The new warrants will be exercisable at a price of
$1.20 per share at any time prior to the later of June 25, 2012 or three years
from the date the new warrants are issued.

      At our election and under certain conditions, we may use shares of our
common stock to make interest or principal payments on the notes. The actual

                                       24
<PAGE>

number of shares which may be issued as payment of interest or principal may
increase if the price of our common stock is below the then applicable
conversion price of the notes.

      To the extent we use our shares to make principal payments on the notes,
the number of shares which may be issued upon the conversion of the notes may be
less due to the reduction in the outstanding principal balance of the notes.

      The actual number of shares which will ultimately be issued upon the
payment or conversion of the notes and the exercise of the warrants (if any)
will vary depending upon a number of factors, including the price at which we
sell any additional shares of our common stock prior to the date the notes are
paid or converted or the date the warrants are exercised or expire.

B. Pursuant to the terms of a consulting agreement with a sales agent, we issued
the sales agent warrants to purchase 937,500 shares of our common stock as
consideration for services the sales agent provided in connection with the sale
of our notes and warrants. Warrants to purchase 187,500 of the 937,500 shares
are exercisable at a price of $0.01 per share and warrants to purchase the
remaining 750,000 shares are exercisable at a price of $0.60 per share. These
warrants expire on June 30, 2012. The sales agent subsequently assigned 234,375
warrants each to two of its employees.

C. Options are exercisable at a price of $0.001 per share and expire at various
dates between March 2011 and March 2014.

D. Warrants in this category were not granted pursuant to our Non-Qualified
Stock Option Plan. The warrants are exercisable at prices between $0.05 and
$0.25 per share and expire between Feb 2011 and January 2015.

E. During 2003 we 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 our common stock.
The number of shares to be issued upon the conversion of any note is equal to
the amount determined by dividing (i) the principal amount to be converted by
(ii) the conversion price. The conversion price was separately negotiated for
each note and ranges between $0.05 and $0.23 and was based upon the market price
of our common stock on the date the notes were sold. As of March 31, 2010, one
note in the principal amount of $53,000 had been repaid and eight notes in the
aggregate principal amount of $442,860 had been converted into 4,328,364 shares
of our common stock. If all remaining notes were converted we would be obligated
to issue an additional 211,768 shares of common stock. The note holders also
received warrants to purchase 4,328,364 shares of our common stock at prices
between $0.08 and $0.38 per share. The warrants expire in 2014. As of March 31,
2010, warrants to purchase 2,648,911 shares had been exercised or expired. For
every share issued upon conversion, the note holders are entitled to receive new
warrants to purchase one additional share of common stock at prices between
$0.055 and $0.176 per share. These new warrants expire at various dates in 2011.
Warrants for 4,328,364 shares were issued when notes in the principal amount of
$442,860 were converted. If all remaining notes were converted, we would be
obligated to issue the holders of the notes warrants to purchase 211,768
additional shares of our common stock.


                                       25
<PAGE>

F. In January 2010 we sold 90,459,600 shares of our common stock at a price of
$0.0714 per share in a public offering. For each share sold the investor also
received one warrant. Each warrant entitles the holder to purchase one share of
our common stock at a price of $0.107 per share at any time on or before January
2015.

      Paulson Investment Company, Inc., the underwriter of our public offering,
received a sales commission as well as warrants. The warrants entitle Paulson to
purchase 120,000 units at a price of $6.00 per unit. Each unit consists of 70
shares of our common stock and 70 warrants. Each warrant entitles Paulson to
purchase one additional share of our common stock at a price of $0.107 per share
at any time on or before January 2015.

G. These options, which were granted on January 22, 2010, were not granted
pursuant to our Non-Qualified Stock Option Plan. One-third of the options
granted became exercisable April 24, 2010, and additional one third of the
options became exercisable on January 22, 2011 and the final third of the
options will be exercisable on January 22, 2012. If, before January 22, 2012, an
option holder's employment terminates for any reason other than death or
disability or an option holder ceases to be a director for any reason other than
death or disability, any options which are not then exercisable will expire. In
the event of the death or disability of an option holder, all options will be
immediately exercisable. The options will be exercisable for cash or, in our
discretion, through the delivery of shares of our common stock having a market
value equal to the exercise price of the options.

ITEM 6.     SELECTED FINANCIAL DATA

      Not applicable.

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

      We are a development stage biotechnology company developing products based
on patented and proprietary technology in the area of cancer diagnostics. The
technology identifies a universal cancer marker known as RECAF. Patents have
been granted in the United States, Europe, Australia, China, Norway and Russia
and are pending in other major worldwide markets.

      RECAF is a molecule that is present on cancer cells but not detected in
significant levels on healthy cells or benign tumor cells. It is the receptor
for alpha-fetoprotein and is classified as an oncofetal antigen due to its
presence on both fetal and malignant tissues. This characteristic makes RECAF a
more accurate indicator of cancer than most current tumor markers.

      We are commercializing our technology through licensing arrangements with
companies that develop and market diagnostic tests for the large automated
clinical laboratory setting, through development and marketing of non-automated
clinical laboratory tests, through development of rapid, point-of-care test
formats, and through marketing of our OncoPet RECAF test for cancer in companion
animals.


                                       26
<PAGE>

      Our business model is to develop internally our RECAF cancer diagnostic
platform to the stage where individual applications can be partnered or licensed
in strategic relationships for regulatory approval and commercialization. Our
objective is to receive cash from licensing fees, milestone payments, and
royalties from such partnerships which support continued development of our
cancer diagnostic portfolio. We have signed licensing agreements for its cancer
detection blood tests with Abbott Laboratories and with Inverness Medical
Innovations. In the veterinarian market where there are no regulatory hurdles,
our objective is to commercialize our technology through our subsidiary, OncoPet
Diagnostics, and with distributors in North America, Europe and elsewhere.

      Our success is dependent upon several factors, including, maintaining
sufficient levels of funding through pubic and/or private financing,
establishing the reliability of our RECAF cancer tests in screening, diagnosis,
and follow-up for cancer recurrence, securing and supporting strategic
partnerships, securing regulatory approvals where necessary, and commercializing
our technology. We may not be able to achieve these objectives by March 31,
2012, or at all.

Liquidity and Capital Resources

      Since January 2003, we have been able to finance our operations primarily
from equity and debt financing, the proceeds from exercise of warrants and stock
options, interest income on funds held for investment, and license fees. We do
not have lines of credit with banks or other financial institutions.

      Material changes in the line item of our balance sheet between December
31, 2010 and December 31, 2009 are discussed below

                           Increase (I)
Item                        Decrease (D)              Reason

Cash                            I                        (1)
Deferred financing costs        D                        (1)
Accounts payable                D                        (1)
Derivative liability            D                        (2)
Loans payable                   D                        (1)
Due to related parties          D                        (1)
Convertible debt                D                        (1)

(1)  In January 2010 we sold 90,459,600 shares of our common stock, and
     90,459,600 warrants, in a public offering. The proceeds to us from the sale
     of the shares and warrants, net of underwriting commissions and offering
     expenses, were approximately $4,800,000, resulting in the increase in cash.
     Deferred financing costs at December 31, 2009, which pertained to our
     public offering, were transferred to Additional Paid-In Capital/Share
     Issuance Costs upon the completion of the offering. With proceeds from the


                                       27
<PAGE>

     public offering we reduced our accounts payable, and made payments on
     outstanding loans, amounts due to related parties, and convertible debt.

(2) Derivative  Liability  decreased as a result of a decrease in the volatility
of the price of our  common  stock.  The  volatility  in the price of our common
stock  is one  component  used  in  determining  the  amount  of the  derivative
liability.

      Our sources and (uses) of cash during the years ended December 31, 2010
and 2009 were as follows:
                                                     Year Ended December 31,
                                                    2010              2009

 Cash (used) in operations                      $(2,228,477)       $(617,851)
 Patent costs                                      (130,198)         (75,042)
 Sale of investment securities                           --           12,608
 Loans from related parties                              --          150,861
 Loans from unrelated parties                        32,549          575,000
 Repayment of loans                                (450,000)              --
 Repayment of convertible debt                   (1,186,700)         (36,251)
 Deferred financing /debt issue costs               (94,851)        (231,580)
 Proceeds from sale of common stock and
    exercise of options and warrants, net of
    issuance costs                                5,701,266          303,235

      In June 2007, we sold convertible notes, plus warrants, to private
investors for $3,000,000. The notes are due and payable on December 31, 2012 and
are secured by substantially all of our assets. At the holder's option the notes
are convertible into shares of our common stock at a conversion price of $0.13.
From the proceeds of our January 2010 public offering we repaid $1,186,700 to
the note holders. Due to principal payments and conversions, the outstanding
principal balance of the notes as of December 31, 2010 was $563,300.

      In September 2009, we sold promissory notes in the principal amount of
$575,000 to twenty accredited investors. As partial consideration for lending us
the $575,000 we issued 8,214,292 shares of our common stock to the investors.
With the proceeds from our January 2010 public offering we repaid $450,000 to
the investors. The remaining balance of $125,000 bears interest at 10%, is
unsecured, and is payable on or before January 31, 2013.

      In January 2010 we sold 90,459,600 shares of our common stock at a price
of $0.0714 per share in a public offering. For each share sold the investors
also received one warrant. Each warrant entitles the holder to purchase one
share of our common stock at a price of $0.107 per share at any time on or
before January 2015. The net proceeds to us from the sale of the shares and
warrants, after deducting underwriting commissions and offering costs, were
approximately $5,700,000. The net cash provided from this financing after
repayment of loans and convertible debt was approximately $3,970,000.

      We anticipate that our capital requirements for the twelve-month period
ending March 31, 2012 will be as follows:


                                       28
<PAGE>

  Research, development and production of our diagnostic products     $ 900,000
  General and administrative expenses                                   700,000
  Marketing and investor communications                                 150,000
  Business development                                                   50,000
  Payment of interest on amended senior convertible notes and
     unsecured promissory notes                                         100,000
  Payment of outstanding liabilities                                    250,000
                                                                     ----------
                                                                     $2,150,000

      Our most significant capital requirements are research and development and
general and administrative expenses. General and administrative expenses,
exclusive of depreciation, amortization and other expenses not requiring the use
of cash (such as the costs associated with issuing stock and options for
services), average approximately $60,000 per month. Our research and development
expenses vary, depending upon the scope of the programs that we undertake. As we
move further through the development process our research activities become more
mature and less capital intensive. New development projects may have additional
capital requirements which we balance with capital available for such programs.

      We may not be successful in obtaining additional capital in the future. If
we are unable to raise the capital we need, our research and development
activities will be curtailed or delayed and our operations will be reduced to a
level which can be funded with the capital available to us.

      Material changes of items in our Statement of Operations for the year
ended December 31, 2010, as compared to the same period in the prior year, are
discussed below:

                                     Increase
                                        (I)
                                        or
                                     Decrease
Item                                    (D)       Reason

General and administrative               I        The  increase  was   primarily
                                                  attributable to  higher
                                                  stock-based  compensation
                                                  expense  and  an  increase  in
                                                  management fees   for   two
                                                  directors.

Professional                                      and Consulting Fees I Increase
                                                  was the result of a new
                                                  consulting agreement signed in
                                                  February 2010. The Company
                                                  paid additional $72,000 a
                                                  year.

Accretion  of discount on                I        The   repayment   of  a  large
convertible debt                                  portion  of  the   convertible
                                                  notes in January 2010 resulted
                                                  in the increase in accretion
                                                  of discount on the convertible
                                                  debt during the year.


                                       29
<PAGE>

Amortization                                      of debt issue costs D A large
                                                  portion of the convertible
                                                  notes were repaid in January
                                                  2010. As a result the debt
                                                  issue costs were less during
                                                  the current period.

Gain on extinguishments of               D        On  August   31,   2009,   the
convertible debt                                  Company  entered  into  a loan
                                                  modification   agreement  with
                                                  the     holders     of     our
                                                  convertible     notes.     The
                                                  Company  treated the  original
                                                  convertible  notes  as  having
                                                  been    exchanged    for   the
                                                  amended   convertible   notes.
                                                  As such,  we  recorded  a gain
                                                  on  extinguishment  of debt in
                                                  the  amount  of   $498,003  in
                                                  2009, but nothing in 2010.

Interest expense                         D        The   repayment   of  a  large
                                                  portion  of  the   convertible
                                                  notes    in    January    2010
                                                  resulted   in  a  decrease  in
                                                  interest expense.

Gain on derivative instruments           I        First,  this is a result  of a
                                                  large     portion    of    the
                                                  convertible  notes were repaid
                                                  in        January        2010.
                                                  Secondarily,   the  volatility
                                                  used to  compute  the  present
                                                  value   to   resulting   in  a
                                                  lower    present    value   of
                                                  derivative instruments.

Recent Accounting Pronouncements

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

Critical Accounting Policies

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


                                       30
<PAGE>

ITEM 7A   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Not applicable.


ITEM 8.   FINANCIAL STATEMENTS.

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


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

      Not applicable.


ITEM 9A.  CONTROLS AND PROCEDURES

      Our Principal Executive Officer and our Principal Financial Officer have
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end
of the period covered by this report and in their opinion our disclosure
controls and procedures were effective.

Management's Report on Internal Control Over Financial Reporting

      Our management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under
the Securities Exchange Act, as amended). Internal control over financial
reporting is a process designed under the supervision of the Chief Executive and
Financial Officer of Biocurex to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of our financial
statements for external purposes in accordance with U.S. GAAP.

      While we believe that our existing internal control framework and
procedures over financial reporting have been effective in accomplishing its
objectives, we intend to continue the practice of reevaluating, refining, and
expanding its internal controls over financial reporting. Because of our
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with policies
or procedures may deteriorate.

      Our management assessed the effectiveness of its internal control over
financial reporting as of December 31, 2010. In making this assessment, our
management used criteria established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organization of the Treadway Commission
(COSO). Based on this assessment, our management believes that, as of December

                                       31
<PAGE>

31, 2010, our internal control over financial reporting was effective based on
those criteria.

      There were no changes in our internal controls over financial reporting
that occurred during the three months ended December 31, 2010 that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.

ITEM 9B.    OTHER INFORMATION

      Not Applicable

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Name                         Age   Position

Ricardo Moro, M.D.           58    President,   Chief  Executive   Officer  and
                                   Director
Gladys Chan                  37    Chief Financial and Accounting Officer
Antonia Bold-de-Haughton     60    Secretary and Director
Denis Burger, Ph.D.          67    Chairman of the Board of Directors
Phil Gold, M.D.              71    Director
Jim Walsh, Ph.D.             52    Director

      Directors serve for one-year terms and are elected annually by our
stockholders. Our executive officers are appointed by and serve at the pleasure
of the board of directors.

     Ricardo Moro, M.D. has been an officer and director since March 2001. Since
1996, Dr. Moro has been the president of PBRC, 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. Moro  received  his medical  degree from the  University  of the Republic of
Uruguay in 1979.

     Denis R. Burger,  Ph.D. was appointed a director and our executive chairman
in September 2009. In March 2011, the executive chairman position was eliminated
and Mr. Burger  became the chairman of our Board of Directors.  Prior to joining
us,  he had been  managing  director  of  Sovereign  Ventures,  LLC,  a  biotech
investing and consulting  firm,  since 1991. He was chairman and chief executive
officer of AVI BioPharma,  Inc., a drug development  company using gene targeted
therapeutics,  from 1997 to 2007 and  founding  chairman  of  Epitope,  Inc.,  a
developer of diagnostic products,  from 1981 to 1990. He is currently a director
of Trinity Biotech PLC, a diagnostic products developer, and Lorus Therapeutics,
a cancer  therapeutics  company.  Earlier in his career,  he was a Professor  of

                                       32
<PAGE>

Microbiology and Immunology,  an Associate Professor of Surgery and the Director
of  the   Histocompatibility   Testing  Laboratory  at  Oregon  Health  Sciences
University.  He holds a B.A.  degree in  Bacteriology  and  Immunology  from the
University  of  California at Berkeley,  a M.S. and Ph.D.  in  Microbiology  and
Immunology from the University of Arizona, Tucson.

      Gladys Chan joined us in July 2005 as comptroller and was promoted to
chief financial and accounting officer in October 2009. Prior to joining us,
from September 2004 to June 2005, Ms. Chan served as senior accountant at DTI
Dental Technologies Inc. She is a Certified General Accountant in Canada,
qualified in August 2004, and holds a Bachelor degree in Art from the University
of Tunghai, Taiwan.

      Antonia Bold-De-Haughton has served as our corporate administrator since
our inception. In October 2009, she was appointed to the Board and corporate
secretary. From March 2006 to February 2008, she was also the chief financial
officer of Douglas Lake Minerals Inc. (OTCBB: DLKM). Ms. Haughton has over 20
years of experience in administration and management, is a commercial arbitrator
and was educated at the University of Oxford, England and the University of
British Columbia.

     Phil Gold, C.C., O.Q., M.D., Ph.D. has been a director since March 2001. He
has been employed by McGill  University  and/or its affiliate,  Montreal General
Hospital, in one or more capacities since 1968. Currently,  he is the Douglas G.
Cameron  Professor of Medicine,  and  Professor of Physiology  and Oncology,  at
McGill University and the Executive  Director of the Clinical Research Centre of
the McGill  University  Health Centre.  In the past he has served as Chairman of
the  Department  of Medicine at McGill and  Physician-in-Chief  at the  Montreal
General Hospital.  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.  Dr.  Gold's  early
research led to the discovery and  definition  of the  Carcinoembryonic  Antigen
(CEA),  the blood test most  frequently  used in the diagnosis and management of
patients with cancer. He has been elected to numerous prestigious  organizations
and has been the recipient of such outstanding awards as the Gairdner Foundation
Annual  International  Award,  the Isaak Walton  Killam Award in Medicine of the
Canada Council,  the National Cancer  Institute of Canada R.M. Taylor Medal, the
Heath  Medal of the MD  Anderson  Hospital,  the  Inaugural  Ernest  C.  Manning
Foundation  Award,  the  Johann-  Georg-Zimmerman  Prize  for  Cancer  Research,
Medizinische  Hochschule,  Germany, the ISOBM Abbott Award (Japan), the Award of
the Academy of International  Dental Studies, and the Queen Elizabeth II Jubilee
Medal.  He has been elected to membership  in the Royal  Society of Canada,  the
American  Society  for  Clinical  Investigation,  the  Association  of  American
Physicians,   and  Mastership  in  the  American  College  of  Physicians.   His
contributions  to  teaching  have been  recognized  by an award as a Teacher  of
Distinction  from his Faculty of  Medicine.  He has been honored by his country,
his province his city,  and his  university by appointment as a Companion of the
Order of  Canada,  an Officer of  l'Ordre  National  du Quebec,  a member of the
Academy  of Great  Montrealers;  and a the  recipient  of the Gold  Medal of the
McGill  University  Graduate Society,  respectively.  He has been the Sir Arthur
Sims Traveling Professor to the British Commonwealth, and has served as a member


                                       33
<PAGE>

of the  Executive,  and Chair of the Burroughs  Wellcome Fund. In 2006, the Phil
Gold  Chair in  Medicine  was  inaugurated  at McGill  University  and the first
incumbent  was selected in 2009.  Dr. Gold received a B. Sc. in 1957 and a M.Sc.
in 1961 in Physiology from McGill  University.  He received his MDCM in 1961 and
his Ph.D. in 1965 from McGill University as well.

      Jim Walsh, Ph.D. was appointed a director in September 2009. Dr. Walsh has
been the chief executive officer of Biosensia Ltd., a point of care diagnostics
company, since 2008 and Interim Chief Executive Officer of Stokes Bio Ltd., a
company specializing in the area of molecular diagnostics, since 2006. Dr. Walsh
has also been a non-executive director of Trinity Biotech Plc (NASDAQ: TRIB), an
Irish diagnostics company, since 1996 and a non-executive director of PuriCore
Plc. (LSE: PURI), a U.S.-based healthcare company, since 2006. Dr. Walsh has
also been investment advisor to Bank of Ireland Kernel Capital Partners since
2007. From 1990 to 1995, Dr. Walsh was managing director of Cambridge
Diagnostics Ltd., a wholly owned subsidiary of Inverness Medical Innovations
Inc. (AMEX: IMA). From 1988 to 1990, Dr. Walsh worked with Fleming GmbH as R&D
Manager. Dr. Walsh is a graduate of the National University of Ireland and holds
a Doctorate in Inorganic Chemistry and Post Doctorate qualifications in
Immunochemistry.

      We do not have a compensation committee. Our directors of serve as our
Audit Committee. We do not have a director serving as a financial expert. We do
not believe a financial expert is necessary since we have only minimal revenues.
Dr. Phil Gold and Dr. Jim Walsh are the only directors who are independent, as
that term is defined in Section 803 of the listing standards of the NYSE
Alternext US.

      We have adopted a Code of Ethics which is applicable to our principal
executive, financial, and accounting officers and persons performing similar
functions. The Code of Ethics is available on our website located at
www.biocurex.com.

      We believe all of our directors are qualified to act as such due to their
prior involvement with us.

Compensation Committee Interlocks and Insider Participation

      Our directors act as our compensation committee. During the year ended
December 31, 2010 each director participated in deliberations concerning
executive officer compensation.

      During the year ended December 31, 2010, none of our officers were also a
member of the compensation committee or a director of another entity, which
other entity had one of its executive officers serving as one of our directors.

Employment Agreements

      As of September 15, 2009, we entered into an employment agreement with
Denis R. Burger, Ph.D., our then executive chairman. The employment agreement
expires on December 31, 2013. If we do not renew the employment agreement, we
must pay Dr. Burger twelve months severance pay. Under the employment agreement,


                                       34
<PAGE>

Dr. Burger is responsible for performing such duties as assigned to him from
time to time by our board of directors. Dr. Burger is also required to devote
his best efforts to our service throughout the term of the agreement, including
devoting at least 40 hours per month to our affairs. In return for his services,
Dr. Burger will receive an initial annual base compensation of $100,000 and
reimbursement for all expenses reasonably incurred by him in discharging his
duties and is entitled to participate in any applicable benefit plans. Dr.
Burger may also receive a bonus at the discretion of the board of directors. Our
employment agreement with Dr. Burger may be terminated voluntarily by Dr. Burger
upon sixty days written notice. We may terminate the employment agreement upon
thirty days written notice, in which event we must pay Dr. Burger eighteen
months severance pay.

      As of October 1, 2009, we entered into an employment agreement with Dr.
Ricardo Moro, our chief executive officer. The employment agreement expires on
December 31, 2013. If we do not renew the employment agreement, we must pay Dr.
Moro twelve months severance pay. Under the employment agreement, Dr. Moro is
responsible for performing such duties as assigned to him from time to time by
our board of directors. Dr. Moro is also required to devote his best efforts to
our service throughout the term of the agreement, on a full-time basis except to
the extent his services are required by Pacific Bioscience Research Centre. In
return for his services, Dr. Moro will receive an initial annual base
compensation of $250,000 and reimbursement for all expenses reasonably incurred
by him in discharging his duties and is entitled to participate in any
applicable benefit plans. We will receive a credit against Dr. Moro's annual
base compensation for any "profit" paid to Pacific Bioscience Research Centre
under our services agreement with Pacific Bioscience Research Centre. Dr. Moro
may also receive a bonus at the discretion of the board of directors. Our
employment agreement with Dr. Moro may be terminated voluntarily by him upon
sixty days written notice. We may terminate the employment agreement upon thirty
days written notice, in which event we must pay Dr. Moro eighteen months
severance pay.

ITEM 11.    EXECUTIVE COMPENSATION

      The following table shows in summary form the compensation received by (i)
our Chief Executive Officer and (ii) by each other executive officer who
received total compensation in excess of $100,000 during the two years ended
December 31, 2010.


                                       35
<PAGE>
<TABLE>
<S>                       <C>    <C>      <C>       <C>      <C>       <C>        <C>
                                                                       All
                                                                      Other
                                                                      Annual
                                                  Restric-             Com-
  Name and                                       ted Stock  Option    pensa-
  Principal             Fiscal  Salary   Bonus    Awards    Awards     tion
  Position               Year     (1)     (2)      (3)       (4)       (5)       Total
------------            ------  -------  -----   --------   -------  -------    -------

Dr. Ricardo Moro         2010  $148,407    --       --     $847,418     --     $995,825
Chief Executive Officer  2009        --    --       --     $148,480     --     $148,480

Gladys Chan              2010   $75,000    --       --      $28,247     --     $103,247
Principal Financial and  2009        --    --       --           --     --           --
Accounting Officer (6)

Denis Burger             2010  $104,333    --       --     $564,946     --     $669,279
Executive Chairman       2009        --    --       --           --     --           --
</TABLE>


(1)  The dollar value of base salary (cash and non-cash) earned. During 2009 Dr.
     Moro did not receive any cash compensation from us directly. We paid
     Pacific BioScience Research Centre, a company owned by Dr. Moro, to conduct
     all research on our behalf, and Dr. Moro received compensation from PBRC.
     In 2010 and 2009, Dr. Moro received total payments of $101,593 and $71,340,
     respectively, from PBRC.

(2)  The dollar value of bonus (cash and non-cash) earned.

(3)  During the periods covered by the table, the value of the shares of
     restricted stock issued as compensation for services to the persons listed
     in the table.

(4)  The value of all stock options granted during the periods covered by the
     table.

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

(6)  Ms. Chan became our Principal Financial and Accounting Officer on in
     October 2009.

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

Compensation of Directors During Year Ended December 31, 2010

    The table below sets forth the compensation earned by our directors, other
than Dr. Moro, for the fiscal year ended December 31, 2010.


                                       36
<PAGE>

                                 Paid      Stock    Option
                                  in       Awards   Awards   All other
Name                             Cash       (1)      (2)    Compensation  Total
---------------                -------    -------- -------  ------------  -----

Phil Gold                         --        --    $56,495       --      $56,495
Jim Walsh                         --        --    $56,495       --      $56,495
Antonia Bold-de-Haughton     $78,000        --    $56,495       --     $134,495


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

(2)  The fair value of options granted computed in accordance with ASC 718 on
     the date of grant.


Long-Term Incentive Plans - Awards in Last Fiscal Year

      None.

Employee Pension, Profit Sharing or Other Retirement Plans

      None.

Stock Option and Bonus Plans

      We have 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
our common stock to persons that exercise options or warrants granted pursuant
to the Plan. Our employees, directors, officers, consultants and advisors are
eligible to be granted options or warrants pursuant to the Plan, provided
however that bona fide services must be rendered by such consultants or advisors
and such services must not be in connection with the offer or sale of securities
in a capital-raising transaction. The exercise price of the option or warrant is
determined by ours Board of Directors.

Stock Bonus Plan

      Under the Stock Bonus Plan, our employees, directors, officers,
consultants and advisors are eligible to receive a grant of our 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.

                                       37
<PAGE>



Other Information Regarding the Plans

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

      Options are generally non-transferable except upon the death of the option
holder. Shares issued pursuant to the Stock Bonus Plan will generally not be
transferable until the person receiving the shares satisfies the vesting
requirements imposed by the Board of Directors when the shares were issued.

      Our Directors 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. Our
Directors may not make any amendment which would materially modify the
eligibility requirements for the Plans or materially increase in any other way
the benefits accruing to employees who are eligible to participate in the Plans,
without shareholder approval.

      The following tables show the options granted to the persons named below
during the periods indicated. Except as indicated, all options were granted
pursuant to our Non-Qualified Stock Option Plan.


                                       38
<PAGE>
                                 Options Granted
                                 ---------------
<TABLE>
    <S>                     <C>          <C>           <C>            <C>        <C>

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

   Dr. Ricardo Moro        2/23/06      230,000       $0.001        2/28/10    230,000
   Dr. Phil Gold           2/23/06       55,000       $0.001        2/28/10     55,000
   Dr. Ricardo Moro        1/31/07      260,000       $0.001        1/31/10    260,000
   Dr. Phil Gold           1/31/07       60,000       $0.001        1/31/10     60,000
   Dr. Ricardo Moro        2/14/08      255,000       $0.001        2/28/10    255,000
   Dr. Phil Gold           2/14/08       60,000       $0.001        2/28/10     60,000
   Dr. Ricardo Moro        3/17/09    1,578,947       $0.001        3/19/11
   Dr. Phil Gold           3/17/09      684,210       $0.001        3/19/11
</TABLE>

                               Options Granted (1)
                               -------------------
<TABLE>
    <S>                     <C>          <C>           <C>            <C>        <C>

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

   Dr. Ricardo Moro         1/22/10    15,000,000      $0.074       1/22/20
   Gladys Chan              1/22/10       500,000      $0.074       1/22/20
   Antonia Bold-de-Haughton 1/22/10     1,000,000      $0.074       1/22/20
   Denis Burger             1/22/10    10,000,000      $0.074       1/22/20
   Dr. Phil Gold            1/22/10     1,000,000      $0.074       1/22/20
   Jim Walsh                1/22/10     1,000,000      $0.074       1/22/20
</TABLE>

(1)  Options in this table were not granted  pursuant to our  Non-Qualified
     Stock Option Plan.

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

      Our officers and directors did not exercise any options during the year
ended December 31, 2010.

      Dr. Wittenberg resigned as an officer and director on February 17, 2009.
On February 24, 2009 Dr. Wittenberg exercised options and warrants to purchase
2,070,000 shares of our common stock. The exercise price of the options and
warrants was $0.001 per share. The closing price of our common stock on February
24, 2009 was $0.08.

      The following tables show the options held by the persons named below as
of March 31, 2011. Except as indicated, all options were granted pursuant to our
Non-Qualified Stock Option Plan.


                                       39
<PAGE>

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

  Dr. Ricardo Moro          225,000                          0.001     1/31/12
  Dr. Ricardo Moro          450,000                          0.001     3/31/12

  Dr. Ricardo Moro          650,000                          0.001    3/31/14
  Dr. Ricardo Moro          255,000                          0.001    2/28/10

  Dr. Ricardo Moro        1,578,947                          0.001    3/19/11
  Dr. Ricardo Moro       10,000,000          5,000,000 (1)   0.074     1/22/10
  Dr. Phil Gold              25,000                          0.001     1/31/12
  Dr. Phil Gold             684,210                          0.001     3/19/11
  Dr. Phil Gold             666,667            333,333 (1)   0.074     1/22/10
  Gladys Chan               333,333            166,667 (1)   0.074     1/22/10
  Antonia Bold-de-Haughton  666,667            333,333 (1)   0.074     1/22/10
  Denis Burger            6,666,667          3,333,333 (1)   0.074     1/22/10
  Jim Walsh                 666,667            333,333 (1)   0.074     1/22/10
  Gladys Chan               161,400                          0.001     8/17/13
  Antonia Bold-de-Haughton  220,800                          0.001     8/17/13

(1)  These options, which were granted on January 22, 2010, were not granted
     pursuant to our Non-Qualified Stock Option Plan. One-third of the options
     granted became exercisable April 24, 2010, and additional one third of the
     options became exercisable on January 22, 2011. The final third of the
     options will be exercisable on January 22, 2012. If, before January 22,
     2012, an option holder's employment terminates for any reason other than
     death or disability or an option holder ceases to be a director for any
     reason other than death or disability, any options which are not then
     exercisable will expire. In the event of the death or disability of an
     option holder, all options will be immediately exercisable. The options
     will be exercisable for cash or, in our discretion, through the delivery of
     shares of our common stock having a market value equal to the exercise
     price of the options.

      The following table shows the weighted average exercise price of the
outstanding options granted pursuant to our Non-Qualified Stock Option Plan as
of December 31, 2010. Our Non-Qualified Stock Option Plan has not been approved
by our shareholders.


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

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

Non-Qualified Stock
 Option Plan

Stock Bonus Plan
</TABLE>


                                       40
<PAGE>


      The following table shows the number of outstanding stock options and
stock bonuses granted by us pursuant to the Plans, as of March 31, 2011. Each
option represents the right to purchase one share of our common stock.
<TABLE>
<S>                      <C>         <C>         <C>        <C>           <C>

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

Non-Qualified Stock  22,500,000   4,594,757   9,034,577       N/A     8,870,666
  Option Plan

Stock Bonus Plan     20,000,000       N/A        N/A      10,020,868  9,979,132
</TABLE>


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

      The following table shows, as of March 31, 2011, information with respect
to the shareholdings of (i) each person owning beneficially 5% or more of our
common stock, (ii) each of our officers and directors, and (iii) all officers
and directors as a group. Unless otherwise indicated, each owner has sole voting
and investment powers over his shares of common stock.

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

      Dr. Ricardo Moro                       19,003,947          11.23%
      7080 River Road, Suite 215
      Richmond, British Columbia
      country-regionplaceCanada  V6X 1X5

      Gladys Chan                               661,400           0.39%
      7080 River Road, Suite 215
      Richmond, British Columbia
      country-regionplaceCanada  V6X 1X5

      Antonia Bold-de-Haughton                1,220,800           0.72%
      7080 River Road, Suite 215
      Richmond, British Columbia
      country-regionplaceCanada  V6X 1X5

      Dennis Burger, Ph.D                    12,257,286           7.24%
      1534 SW Myrtle St.
      Portland, OR 97201



                                       41
<PAGE>

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

      Dr. Phil Gold                           1,884,210           1.11%
      3225 The Boulevard
      Westmount, Quebec
      Canada H3Y 1S4

      Jim Walsh                               1,714,286           1.01%
      c/o Biocurex, Inc.
      7080 River Road
      Richmond, British Columbia
      Canada V6X 1X5

      All Officers and Directors             36,741,929          21.72%
      as a Group (6 persons)


(1) Includes shares issuable upon the exercise of options or warrants granted to
    the following persons, all of which are exercisable prior to June 30, 2011.

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

       Dr. Ricardo Moro           17,903,947       .001 - .0714   3/11 - 1/20
       Gladys Chan                   661,400       .001 - .0714   8/13 - 1/20
       Antonia Bold-de-Haughton    1,220,800       .001 - .0714   8/13 - 1/20
       Denis Burger               10,000,000       .0714 - .107   1/15 - 1/20
       Dr. Phil Gold               1,709,210       .001 - .0714   3/11 - 1/20
       Jim Walsh                   1,000,000              .0714      1/20


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

      All research involving RECAF is conducted on our behalf by Pacific
Bioscience Research Centre, which is owned by Dr. Ricardo Moro, our chief
executive officer and a member of our board of directors. We expect that PBRC
will also function as a testing laboratory for the veterinarian market once it
is developed. We have an agreement with PBRC under which we will pay PBRC fees
for research and development and general and administrative expenses. The
material terms of the agreement include the following:

     o    The balance that we owed to PBRC at September 30, 2009,  approximately
          $390,000,  plus  all  accrued  and  unpaid  interest,  will be due and
          payable  on  December  31,  2014,  unless  the  agreement  is  earlier


                                       42
<PAGE>

          terminated by us without cause or by PBRC as a result of our breach of
          our monthly  payment  obligation,  in which  instances all amounts due
          PBRC will become immediately due and payable.

     o    The amount due will accrue interest at a rate equal to the prime rate.
          Interest will be payable monthly.

     o    We will pay PBRC  monthly for its  services in an amount that is equal
          to all costs incurred by PBRC in connection  with services it provides
          to us (the  "Costs")  plus a 15% cost  adjustment.  The Costs will not
          include any salary paid by PBRC to Dr. Moro.

     o    To the extent the cost adjustment in any month exceeds  $20,834,  such
          excess will reduce the amount owed by us to PBRC.

     o    PBRC will not be allowed to provide  services  to any person or entity
          other  than  us  unless  its  average  monthly  Costs  for  any  three
          consecutive  months are less than its total  expense for  salaries and
          consulting  fees  for that  three-month  period.  However,  we will be
          allowed to use other laboratories together with or in lieu of PBRC. In
          addition,  we will have the right to terminate the agreement with PBRC
          at any time upon 90 days prior written notice.

     o    PBRC has assigned to us all of its right, title and interest in and to
          all intellectual property developed or to be developed, including, but
          not limited to, know-how, processes, data and research results and all
          tangible property relating to RECAF.

     o    The initial  term of the  agreement  expires  December 31, 2013 and we
          have the right to extend the  agreement for two  additional  four-year
          terms.

     o    If we terminate  the agreement for any reason other than on account of
          a default by PBRC, then (i) we must pay PBRC a cancellation payment in
          an  amount  equal  to 15% of the  Costs  incurred  by PBRC for the six
          months preceding such termination,  (ii) we must give PBRC a perpetual
          non-exclusive  license  to our RECAF  technology  and  (iii)  PBRC may
          thereafter perform services for any person or entity.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Manning Elliott LLP, Chartered Accountants ("Manning Elliott"), served as
our independent public accountants for the fiscal year ended December 31, 2010
and 2009.

      The following table shows the aggregate fees billed to us for the years
ended December 31, 2010 and 2009 by Manning Elliott.



                                       43
<PAGE>


                                                   2010           2009
                                                   ----           ----

                    Audit Fees                   $55,000         $45,588
                    Audit Related Fees            34,250              --
                    All Other Fees                    --         $20,075

      Audit fees represent amounts billed for professional services rendered for
the audit of our annual financial statements and the reviews of the financial
statements included in our reports on Form 10-Q for the fiscal year. All Other
Fees relate to the filings of the registration statement pertaining to our
public offering that was declared effective by the Securities and Exchange
Commission in January 2010. Before Manning Elliott was engaged by us to render
audit or audit related services, the engagement was approved by our Directors.

ITEM 15.    EXHIBITS

Exhibit
  No.      Description

1.1        Underwriting Agreement with Paulson Investment Company (1)
3.1        Articles of Incorporation as amended (2)
3.2        Bylaws, as amended (3)
4.4        Warrant Agreement with Paulson Investment Company (4)
10.1       Non-Qualified Stock Option Plan (5)
10.2       Stock Bonus Plan (6)
10.3(a)    License Agreement with Abbott Laboratories (7)
10.3(b)    Amendment to Semi-Exclusive License Agreement (4)
10.3(c)    Second Amendment to Semi-Exclusive License Agreement (7)
10.4       License Agreement with Inverness Medical Switzerland GmbH (portions
           of Exhibit 10.4 have been omitted pursuant to a request for
           confidential treatment) (4)
10.5       Agreement with Pacific BioScience Research Centre (4)
10.6       Employment Agreement with Dr. Ricardo Moro-Vidal (4)
10.7       Employment Agreement with Denis Burger, Ph.D. (4)
21.1       Subsidiaries (4)
31         Rule 13a-14(a) Certifications  __________________________________
32         Section 1350 Certifications    __________________________________


(1)  Incorporated  by  reference to Exhibit 10.1 to our report on Form 8-K which
     was filed on January 25, 2010.

(2)  The original Articles of Incorporation are incorporated by reference to
     Exhibit 3.1 of our registration statement on Form 10-SB, filed with the
     SEC on August 5, 1999 and the amendment to the Articles of Incorporation
     is incorporated by reference to Exhibit 3.1 to a Current Report on Form
     8-K filed on October 30, 2009.


                                       44
<PAGE>

(3)  Incorporated by reference to Exhibit 3.2 of our registration statement on
     Form 10-SB, filed with the SEC on August 5, 1999 and to Exhibit 3.1 to a
     Report on Form 8-K filed with the SEC on September 10, 2009.

(4)  Incorporated by reference to the same exhibit filed with our registration
     statement on Form S-1 (Commission File No. 333-162345).

(5)  Incorporated by reference to Exhibit 4.1 of our registration statement on
     Form S-8, filed with the SEC on April 23, 2009.

(6)  Incorporated by reference to Exhibit 4.2 of our registration statement on
     Form S-8, filed with the SEC on April 23, 2009.

(7)  The original license agreement is incorporated by reference to Exhibit
     10.4 of Amendment No. 2 of our registration statement on Form SB-2, filed
     with the SEC on November 2, 2007 and the second amendment to the licensing
     agreement is incorporated by reference to Exhibit 10 to a Current Report
     on Form 8-K/A filed on August 15, 2008. Portions of Exhibits 10.3(a) and
     10.3(c) have been omitted pursuant to a request for confidential
     treatment.




                                       45
<PAGE>
                                 BIOCUREX, INC.
                          (A Development Stage Company)
                        CONSOLIDATED FINANCIAL STATEMENTS
                           (Expressed in U.S. dollars)
                                December 31, 2010


                                      INDEX




Consolidated Balance Sheets                                            F-1

Consolidated Statements of Operations                                  F-2

Consolidated Statements of Cash Flows                                  F-3

Consolidated Statements of Stockholders' Equity (Deficit)              F-4

Notes to the Consolidated Financial Statements                        F-14




<PAGE>

             Report of Independent Registered Public Accounting Firm


To the Directors and Stockholders of
BioCurex, Inc.
(A Development Stage Company)

We have audited the accompanying  consolidated balance sheets of BioCurex,  Inc.
(A Development  Stage Company) as of December 31, 2010 and 2009, and the related
statements of operations,  cash flows and stockholders' equity (deficit) for the
years then ended and accumulated for the period from January 1, 2001 to December
31, 2010.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  The Company is not  required  to have,  nor were we
engaged to perform,  an audit of its internal control over financial  reporting.
An audit includes  consideration of internal control over financial reporting as
a  basis  for  designing   audit   procedures   that  are   appropriate  in  the
circumstances,  but  not  for  the  purpose  of  expressing  an  opinion  on the
effectiveness  of  internal  control  over  financial  reporting.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.


In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial  position of BioCurex,  Inc. (A
Development  Stage Company) as of December 31, 2010 and 2009, and the results of
its operations and its cash flows for the years then ended and  accumulated  for
the period  from  January 1, 2001 to  December  31,  2010,  in  conformity  with
accounting principles generally accepted in the United States.

As  discussed  in Note 16 to the  consolidated  financial  statements,  the 2009
consolidated financial statements have been restated to correct a misstatement.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements,  the  Company  has a working  capital  deficiency  and has  incurred
significant  operating losses since inception.  These factors raise  substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans in regard to these  matters are also  discussed  in Note 1. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

/s/ Manning Elliot LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

March 29, 2011


<PAGE>

                                 BIOCUREX, INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                           (Expressed in U.S. dollars)

                                                   December 31,    December 31,
ASSETS                                                 2010            2009
                                                        $               $
                                                                  (Restated -
                                                                     Note 16)

Current Assets

    Cash                                            1,770,194        126,605
    Prepaid expenses                                    4,623          8,380
                                                  -----------      ---------
Total Current Assets                                1,774,817        134,985

Debt issue costs (Notes 4 (b) and 6 (b))               48,851        143,927
Deferred financing costs                                    -        689,862
Patents (Note 3)                                      498,500        471,464
                                                  -----------      ---------
Total Assets                                        2,322,168      1,440,238
                                                  -----------      ---------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

    Accounts payable                                   90,022        555,460
    Derivative liability (Note 12)                    145,159      1,019,503
    Accrued liabilities                               359,322        462,159
    Loans payable (Note 4 (a) and (c))                 32,550        280,189
    Due to related parties (Note 5)                   434,718        594,107
    Convertible note payable to a
      related party (Note 6 (a))                       33,885         33,885
                                                  -----------      ---------
                                                    1,095,656      2,945,303

Loans payable (Note 4 (b))                             81,301         62,707
Convertible debt (Note 6 (b))                         437,735      1,198,999
                                                  -----------      ---------
                                                    1,614,692      4,207,009

Commitments and Contingencies (Notes 1 and 13)

Stockholders' Equity (Deficit)
  Common stock
    Authorized: 450,000,000 shares, par value $0.001
      Issued and outstanding: 168,188,974 (December
      31, 2009 - 73,062,205)                          168,189        73,061
    Additional paid-in capital                     24,474,411     17,845,563
    Accumulated deficit                              (114,175)      (114,175)
    Deficit accumulated during the development
      stage                                       (23,820,949)   (20,571,220)
                                                  -----------      ---------
Stockholders' Equity (Deficit)                        707,476     (2,766,771)
                                                  -----------      ---------
Total Liabilities and Stockholders'
   Equity (Deficit)                                 2,322,168      1,440,238
                                                  -----------      ---------

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



                                      F-1
<PAGE>

                                 BIOCUREX, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Expressed in U.S. dollars)



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

                                                                                 Accumulated
                                                                                 During the
                                                                               Development Stage
                                                           Year Ended           January 1, 2001
                                                          December 31,          to December 31,
                                                       2010          2009            2010
                                                        $             $               $
                                                                 (Restated -      (Restated -
                                                                  note 16)          note 16)
                                                 ------------   ------------    ------------
   Revenue                                                 -             -       1,464,456
                                                 ------------   ------------    ------------
   Operating Expenses
       Amortization of patents                       103,162        50,524         327,702
       General and administrative (Notes 5(a)
         and 8)                                    2,249,000       881,767       8,346,476
       Impairment of patents                               -             -          67,620
       Professional and consulting fees              450,092       352,063       5,599,609
       Research and development (Note 5(a))          534,363       504,996       4,779,196
                                                 ------------   ------------    ------------

    Total Operating Expenses                       3,336,617     1,789,350      19,120,603
                                                 ------------   ------------    ------------
    Loss From Operations                          (3,336,617)   (1,789,350)    (17,656,147)
                                                 ------------   ------------    ------------
    Other Income (Expense)
       Accretion of discounts on debt               (613,841)     (372,978)     (3,927,975)
       Amortization of debt issue costs              (95,076)     (369,581)       (786,307)
       Gain (loss) on derivative                     816,194      (635,250)        101,276
       Gain (loss) on extinguishments of
       convertible debt                                    -       498,003        (374,909)
       Gain (loss) sale of equity investment
          securities                                       -       (20,935)        147,991
       Gain on settlement of accounts payable         44,655        58,282         102,937
       Interest expense                              (65,044)     (872,239)     (1,811,494)
       Interest income                                     -             -         383,679
                                                 ------------   ------------    ------------
    Total Other Expense                               86,888    (1,714,698)     (6,164,802)
                                                 ------------   ------------    ------------
    Net Loss                                      (3,249,729)   (3,504,048)    (23,820,949)
    Other Comprehensive Income
     Unrealized gain on investment securities              -        15,529               -
                                                 ------------   ------------    ------------
    Total Comprehensive Loss                      (3,249,729)   (3,488,519)    (23,820,949)
                                                 ------------   ------------    ------------
    Net Loss Per Share - Basic and Diluted             (0.02)        (0.06)
                                                 ------------   ------------
    Weighted Average Shares Outstanding           159,605,039   56,579,000
                                                 ------------   ------------
</TABLE>

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

                                      F-2
<PAGE>


                                 BIOCUREX, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Expressed in U.S. dollars)


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

                                                                                 Accumulated
                                                                                 During the
                                                                               Development Stage
                                                           Year Ended           January 1, 2001
                                                          December 31,          to December 31,
                                                       2010          2009            2010
                                                        $             $               $
                                                                 (Restated -      (Restated -
                                                                  note 16)          note 16)
                                                 ------------   ------------    ------------
Operating Activities:
Net loss                                          (3,249,729)    (3,504,048)    (23,820,949)

Adjustments to reconcile net loss to net cash
used in operating activities:
     Accretion of discounts on debt                  613,841        372,978       3,927,975
     Allowance for uncollectible notes
     receivable                                            -              -          98,129
     Amortization of patents                         103,162         50,524         327,702
     Amortization of debt issue costs                 95,076        369,581         786,307
     Gain on extinguishments of debt                       -       (498,003)        374,909
     Gain on write off accounts payable              (44,655)       (58,282)
     Loss (gain) on sale of investment
     securities                                            -         20,935        (253,065)
     Loss from impairment of patents                       -              -          67,620
     Change in fair value of derivative
     liability                                      (816,194)       635,250        (101,276)
     Stock-based compensation                      1,680,221      1,176,076       7,742,759

Changes in operating assets and liabilities:

     Notes and interest receivable                         -         (8,380)         (6,296)
     Prepaid expenses and other                        3,757        100,000          31,072
     Accounts payable and accrued liabilities       (454,567)       725,518       1,715,416
     (Decrease) in related party                    (159,389)             -         (51,412)
     Deferred revenue                                      -              -        (162,000)
     Subscriptions receivable                              -              -        (100,682)

                                                 ------------   ------------    ------------
Net Cash Used in Operating Activities             (2,228,477)      (617,851)     (9,526,728)
                                                --------------------------------------------

Investing Activities:
     Net proceeds from notes receivable                    -              -           1,171
     Patent costs                                   (130,198)       (75,042)       (689,353)
     Proceeds from sale of investment
     securities                                            -         12,608         451,123
                                                 ------------   ------------    ------------
Net Cash Used in Investing Activities               (130,198)       (62,434)       (237,059)
                                                 ------------   ------------    ------------

Financing Activities:
     Due to related parties                                -        150,861         552,281
     Proceeds from loans payable                      32,549        575,000         607,549
     Repayment on loans payable                     (450,000)             -        (450,000)
     Proceeds from convertible debt                        -              -       3,639,743
     Repayment on convertible debt                (1,186,700)       (36,251)     (2,400,951)
     Deferred financing costs                        (94,851)      (142,136)       (769,487)
     Debt issue costs                                      -        (89,444)        (89,444)
     Proceeds from shares issued of common
     stock                                         6,461,400        315,000       9,962,872
     Proceeds from the exercise of stock
     options and warrants                              1,392          2,070       1,147,916
     Share issuance costs                           (761,526)       (13,835)       (909,049)
                                                 ------------   ------------    ------------

Net Cash Provided by Financing Activities          4,002,264        761,265      11,291,430
                                                 ------------   ------------    ------------

Net Increase in Cash                               1,643,589         80,980       1,527,643

Cash - Beginning of Period                           126,605         45,625         242,551
                                                 ------------   ------------    ------------

Cash - End of Period                               1,770,194        126,605       1,770,194
                                                 ------------   ------------    ------------

Non-cash Investing and Financing Activities:
     Shares issued to settle accounts payable        127,200        164,334       1,109,881
     Units issued as share issuance costs            939,771              -         939,771
     Note payable converted into common shares             -        560,945       1,594,021
                                                 ------------   ------------    ------------

Supplemental Disclosures:
       Interest paid                                  63,700         76,222         705,287
       Income taxes                                        -              -               -
                                                 ------------   ------------    ------------
</TABLE>

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

                                      F-3
<PAGE>


                                 BIOCUREX, INC.
                 (formerly, WHISPERING OAKS INTERNATIONAL, INC.)
                          (A Development Stage Company)
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
     FOR THE PERIOD FROM JANUARY 1, 2001 (INCEPTION OF DEVELOPMENT STAGE) TO
                                DECEMBER 31, 2009
                           (Expressed in U.S. dollars)

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

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

Balance at
 January 1, 2001      8,225,022     8,225      46,775          -           -          -        -   (114,175)          -     (59,175)
Capital contributed
 relating to the
 forgiveness of
 advances payable
 (February 2001)              -         -      59,175          -           -          -        -          -           -      59,175
Issuance of common
 stock at $2.00 per
 share for patents
 and intellectual
 properties
 (February 2001)      1,950,000     1,950      (1,950)         -           -          -        -          -           -           -
Issuance of common
 stock at $1.51 per
 share in settlement
 of convertible
 notes payable
 (May 2001)           1,544,404     1,545     464,616          -           -          -        -          -           -     466,161
Issuance of common
 stock for cash:
 October 2001 - $1.25
 per share               52,000        52      65,000          -           -          -        -          -           -      65,052
December 2001 - $0.97
 per share               32,260        32      31,406          -           -          -        -          -           -      31,438
Issuance of common
 stock at $2.00 per
 share for services
 rendered (December
 2001)                   11,000        11      21,989          -           -          -        -          -           -      22,000
Issuance of warrants          -         -     175,000          -           -          -        -          -           -     175,000
Cumulative foreign
 currency translation
 adjustment                   -         -           -          -           -          -   28,213          -           -      28,213
Net loss for the year         -         -           -          -           -          -        -          -  (1,089,464) (1,089,464)
                     ----------- ---------  ----------  ---------  ----------  --------- -------- ---------- ----------- -----------
Balance at December
 31, 2001            11,814,686    11,815     862,011          -           -          -   28,213   (114,175) (1,089,464)   (301,600)

Issuance of common
 stock at $0.75 per
 share (January 2002)   105,313       105      78,880          -           -          -        -          -           -      78,985
Issuance of common
 stock at $0.10 per
 share to settle
 convertible notes
 payable
 (December 2002)      1,100,000     1,100     108,900          -           -          -        -          -           -     110,000
Issuance of common
 stock for services
 rendered
 April 2002 - $0.64
  per share              77,149        77      49,062          -           -          -        -          -           -      49,139
 July 2002 - $1.25
  per share               7,400         8       9,207          -           -          -        -          -           -       9,215
Issuance of common
 stock for consulting
 services at $0.05
 per share (November
 2002)                2,300,000     2,300     112,700          -           -   (115,000)       -          -           -           -
Issuance of common
 stock to settle
 accounts payable at
 $0.08 per share
 (December 2002)        929,244       929      74,181          -           -          -        -          -           -      75,110
Fair value of stock
 options granted              -         -      21,042          -           -          -        -          -           -      21,042
Fair value of
 warrants issued              -         -     207,188          -           -          -        -          -           -     207,188
Reclassification
 of warrants and
 options to liability         -         -    (529,785)         -           -          -        -          -           -    (529,785)
Reclassification of
 warrant liability to
 equity                       -         -      71,675          -           -          -        -          -           -      71,675
Beneficial conversion
 feature of convertible
 debt                         -         -      99,800          -           -          -        -          -           -      99,800
Cumulative foreign
 currency translation
 adjustment                   -         -           -          -           -          -  (28,213)         -           -     (28,213)
Net loss for the year         -         -           -          -           -          -        -          -    (646,771)   (646,771)
                     ----------- ---------  ----------  ---------  ----------  --------- -------- ---------- ----------- -----------
Balance - December
 31, 2002            16,333,792    16,334   1,164,861          -           -   (115,000)       -  (114,175)(1,736,23(784,215)
                     ----------- ---------  ----------  ---------  ----------  --------- -------- ---------- ----------- -----------
</TABLE>



                                      F-4
<PAGE>

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

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

Balance - December
 31, 2002            16,333,792    16,334   1,164,861          -           -   (115,000)       -   (114,175) (1,736,235)   (784,215)
Issuance of common
 stock for cash:
  January 2003 -
   $0.07 per share      900,543       900      62,137          -           -          -        -          -           -      63,037
  November 2003 -
   $0.21 per share      288,095       288      60,195          -           -          -        -          -           -      60,483
Issuance of common
 stock pursuant to
 exercise of stock
 options:
  March 2003 - $0.07
   per share          1,560,000     1,560     107,640          -           -          -        -          -           -     109,200
  May 2003 - $0.16
   per share          1,000,000     1,000     159,000          -           -          -        -          -           -     160,000
  June 2003 - $0.17
   per share            305,822       306      51,594          -           -          -        -          -           -      51,900
  November 2003 -
   $0.001 per share     450,000       450           -          -           -          -        -          -           -         450
  March 2003 - $0.07
   per share            135,000       135       9,315          -           -          -        -          -           -       9,450
  June 2003 - $0.17
   per share            294,118       294      49,706          -           -          -        -          -           -      50,000
  October 2003 -
   $0.18 per share      277,777       278      49,722          -           -          -        -          -           -      50,000
  November 2003 -
   $0.24 per share      104,167       104      24,896          -           -          -        -          -           -      25,000
Issuance of common
 stock for services:
  March 2003 - $0.40
   per share            156,250       156      62,344          -           -          -        -          -           -      62,500
  October 2003 -
   $0.16 per share    1,000,000     1,000     159,000          -           -   (160,000)       -          -           -           -
Fair value of stock
 options granted              -         -     841,349          -           -          -        -          -           -     841,349
Amortization of
 deferred compensation        -         -           -          -           -    141,667        -          -           -     141,667
Fair value of
 warrants issued              -         -     274,601          -           -          -        -          -           -     274,601
Fair value of
 beneficial conversion
 feature related to
 convertible notes            -         -     255,142          -           -          -        -          -           -     255,142
Fair value of warrants
 issued for loan provided     -         -      99,778          -           -          -        -          -           -      99,778
Reacquisition value of
 beneficial conversion
 feature                      -         -     (33,584)         -           -          -        -          -           -     (33,584)
Unrealized gain on
 investment securities        -         -           -          -           -          -   48,000          -           -      48,000
Net loss for the year         -         -           -          -           -          -        -          -  (2,618,955) (2,618,955)
                     ----------- ---------  ----------  ---------  ----------  --------- -------- ---------- ----------- -----------
Balance - December
 31, 2003            24,983,564    24,983   3,741,470          -           -   (133,333)  48,000   (114,175) (4,355,190)   (788,245)

Issuance of common
 stock for cash:
  January 2004 -
   $0.19 per share      100,000       100      18,900          -           -          -        -          -           -      19,000
  March 2004 -
   $0.15 per share      633,334       633      94,367          -           -          -        -          -           -      95,000
  March 2004 -
   $0.19 per share      315,790       316      59,684          -           -          -        -          -           -      60,000
  July 2004 -
   $0.50 per share      500,000       500     249,500          -           -          -        -          -           -     250,000
</TABLE>



                                      F-5
<PAGE>

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

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

  July 2004 - $0.60
   per share             33,333        33      19,967          -           -          -        -          -           -      20,000
  Dec 2004 - $0.47
   per share            320,600       321     150,361          -    (150,682)         -        -          -           -           -
Issuance of common
 stock for services:
  February 2004 -
   $0.22 per share      142,928       143      31,301          -           -          -        -          -           -      31,444
  March 2004 -
   $0.23 per share       25,000        25       5,725          -           -          -        -          -           -       5,750
  July 2004 - $0.91
   per share            200,000       200     181,800          -           -          -        -          -           -     182,000
  October 2004 -
   $0.72 per share       60,000        60      43,140          -           -          -        -          -           -      43,200
  December 2004 -
   $0.63 per share       79,616        80      50,078          -           -          -        -          -           -      50,158
Issuance of common
stock pursuant to the
exercise of stock
options for cash:
  March 2004 - $0.14
   per share             40,000        40       5,560          -           -          -        -          -           -       5,600
  March 2004 - $0.22
   per share            200,000       200      43,800          -           -          -        -          -           -      44,000
  April 2004 - $0.14
   per share             65,000        65       9,035          -           -          -        -          -           -       9,100
  April 2004 - $0.001
   per share            150,000       150           -          -           -          -        -          -           -         150
  July 2004 - $0.14
   per share            125,000       125      17,375          -           -          -        -          -           -      17,500
  July 2004 - $0.07
   per share             25,000        25       1,725          -           -          -        -          -           -       1,725
  July 2004 - $0.001
   per share            200,000       200                      -           -          -        -          -           -         200
  September 2004 -
   $0.07 per share       20,000        20       1,380          -           -          -        -          -           -       1,400
  October 2004 -
   $0.73 per share      128,000       128      93,312          -           -          -        -          -           -      93,440
Fair value of stock
 options granted              -         -     419,204          -           -          -        -          -           -     419,204
Issuance of common
stock pursuant to
the exercise of
warrants for cash:
  June 2004 - $0.07
   per share            628,571       629      43,371          -           -          -        -          -           -      44,000
  June 2004 - $0.19
   per share            105,263       105      19,895          -           -          -        -          -           -      20,000
  July 2004 - $0.05
   per share             30,000        30       1,470          -           -          -        -          -           -       1,500
  July 2004 - $0.30
   per share            153,945       154      46,030          -           -          -        -          -           -      46,184
  August 2004 - $0.21
   per share            338,095       338      70,662          -           -          -        -          -           -      71,000
  September 2004 -
   $0.07 per share      271,972       272      18,766          -           -          -        -          -           -      19,038
  September 2004 -
   $0.001 per share     200,000       200           -          -           -          -        -          -           -         200
Issuance of common
stock pursuant to the
exercise of warrants
for cash:
  December 2004 -
   $0.08 per share      145,683       146      11,509          -           -          -        -          -           -      11,655
</TABLE>


                                      F-6
<PAGE>

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

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

  December 2004 -
   $0.05 per share      337,313       337      16,528          -           -          -        -          -           -      16,865
  December 2004 -
   $0.30 per share      206,300       206      61,684          -           -          -        -          -           -      61,890
Amortization of
 deferred
 compensation                 -         -           -          -           -    106,499        -          -           -     106,499
Unrealized gain
 on investment
 securities                   -         -           -          -           -          -  174,000          -           -     174,000
Net loss for the year         -         -           -          -           -          -        -          -  (1,406,455) (1,406,455)
                     ----------- ---------  ----------  ---------  ----------  --------- -------- ---------- ----------- -----------
Balance - December
 31, 2004            30,764,307    30,764   5,527,599          -    (150,682)   (26,834) 222,000   (114,175) (5,761,645)  (272,973)

Issuance of common
stock for services:
  February 2005 -
   $0.71 per share       15,492        15      10,985          -           -          -        -          -           -      11,000
  March 2005 - $0.90
   per share             30,000        30      26,970          -           -          -        -          -           -      27,000
  May 2005 - $1.26
   per share             15,000        15      18,885          -           -          -        -          -           -      18,900
  July 2005 - $1.00
   per share             70,000        70      72,930          -           -          -        -          -           -      73,000
  December 2005 -
   $0.89 per share       25,000        25      22,225          -           -          -        -          -           -      22,250
Issuance of common
stock for cash:
  May 2005 - $1.00
   per share             25,000        25      24,975          -           -          -        -          -           -      25,000
  June 2005 - $1.00
   per share            135,000       135     134,865          -           -          -        -          -           -     135,000
  June 2005 - $1.10
   per share              4,545         5       4,995          -           -          -        -          -           -       5,000
Issuance of common
stock pursuant to the
exercise of stock options
for notes receivable:
  February 2005 -
   $0.60 per share      209,000       209     125,191          -           -          -        -          -           -     125,400
  April 2005 - $0.60
   per share              5,000         5       7,495          -           -          -        -          -           -       7,500
Fair value of stock
 options granted              -         -     384,500          -           -          -        -          -           -     384,500
Issuance of common
stock pursuant to the
exercise of stock
options for cash:
  March 2005 - $0.001
   per share          1,750,000     1,750           -          -           -          -        -          -           -       1,750
  March 2005 - $0.07
   per share             25,000        25       1,725          -           -          -        -          -           -       1,750
  December 2005 -
   $0.001 per share
   (cancellation)    (1,750,000)   (1,750)          -          -           -          -        -          -           -      (1,750)
Issuance of common
stock pursuant to the
exercise of warrants
for cash:
  January 2005 -
   $0.30 per share       26,305        26       7,865          -           -          -        -          -           -       7,891
  January 2005 -
   $0.38 per share       65,789        66      24,934          -           -          -        -          -           -      25,000
</TABLE>


                                      F-7
<PAGE>

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

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

  March 2005 - $0.21
   per share             50,000        50      10,450          -           -          -        -          -           -      10,500
  March 2005 - $0.001
   per share            450,000       450           -          -           -          -        -          -           -         450
  June 2005 - $0.21
   per share            682,714       683     142,687          -           -          -        -          -           -     143,370
Issuance of common
stock pursuant to the
exercise of warrants
for cash:
  June 2005 - $0.10
   per share            600,000       600      59,400          -           -          -        -          -           -      60,000
  August 2005 - $0.75
   per share             77,266        77      57,873          -           -          -        -          -           -      57,950
  December 2005 -
   $0.001 per share
  (cancellation)       (450,000)     (450)          -          -           -          -        -          -           -        (450)
Issuance of common
stock pursuant to the
cashless exercise of
warrants:
  February 2005
 (139,474 warrants)      70,643        71         (71)         -           -          -        -          -           -           -
  March 2005 (272,903
  warrants)             213,576       213        (213)         -           -          -        -          -           -           -
Issuance of common
 stock pursuant to the
 conversion of notes
 payable (February
 2005)                  955,800       956     142,414          -           -          -        -          -           -     143,370
February 2005, fair
 value of warrants
 issued on conversion
 of note payable              -         -      67,829          -           -          -        -          -           -      67,829
December 2005, fair
 value of warrants
 issued for services          -         -     222,587          -           -          -        -          -           -     222,587
Proceeds from stock
 subscriptions receivable     -         -           -          -     150,682          -        -          -           -     150,682
Proceeds from common
 shares subscribed
 pursuant to warrants
 exercised                    -         -           -     85,962           -          -        -          -           -      85,962
Amortization of
 deferred compensation        -         -           -          -           -     26,834        -          -           -      26,834
Unrealized loss on investment
 securities                   -         -           -          -           -          -  (18,000)         -           -     (18,000)
Net loss for the year         -         -           -          -           -          -        -          -  (1,755,930) (1,755,930)
                     ----------- ---------  ----------  ---------  ----------  --------- -------- ---------- ----------- -----------
Balance - December
 31, 2005            34,065,437    34,065   7,099,095     85,962           -          -  204,000   (114,175) (7,517,575)   (208,628)

Issuance of common
stock for services:
  June 2006 - $1.50
    per share            25,000        25      37,475          -           -          -        -          -           -      37,500
  July 2006 - $0.72
    per share            37,500        38      26,962          -           -          -        -          -           -      27,000
  July 2006 - $0.77
    per share            37,500        38      28,837          -           -          -        -          -           -      28,875
  September 2006 -
   $0.80 per share      100,000       100      79,900          -           -          -        -          -           -      80,000
  October 2006 -
   $0.75 per share      225,000       225     168,525          -           -          -        -          -           -     168,750
</TABLE>


                                      F-8
<PAGE>
<TABLE>
<S>                       <C>       <C>        <C>        <C>         <C>        <C>      <C>       <C>        <C>          <C>

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

November 2006 -
 $0.86 per share         50,000        50      42,950          -           -          -        -          -           -      43,000
Issuance of common
stock for debt
settlement:
  January 2006 -
   $0.78 per share      200,000       200     155,800          -           -          -        -          -           -     156,000
  January 2006 -
   $0.83 per share        6,250         6       5,181          -           -          -        -          -           -       5,187
  February 2006 -
   $0.73 per share        6,850         6       4,994          -           -          -        -          -           -       5,000
  June 2006 -
   $0.95 per share       90,000        90      85,410          -           -          -        -          -           -      85,500
  September 2006 -
   $0.55 per share       15,000        15       8,235          -           -          -        -          -           -       8,250
  September 2006 -
   $0.80 per share      200,000       200     159,800          -           -          -        -          -           -     160,000
  October 2006 -
   $0.72 per share       90,000        90      64,710          -           -          -        -          -           -      64,800
Issuance of common
stock for cash:
  April 2006 - $0.50
   per share            150,000       150      74,850          -           -          -        -          -           -      75,000
  July 2006 - $0.50
   per share            150,000       150      74,850          -           -          -        -          -           -      75,000
  July 2006 - $0.70
   per share            110,000       110      76,890          -           -          -        -          -           -      77,000
  September 2006 -
   $0.50 per share      460,000       460     229,540          -           -          -        -          -           -     230,000
  October 2006 -
   $0.50 per share    1,995,000     1,995     995,505          -           -          -        -          -           -     997,500
Share issuance costs          -         -    (122,500)         -           -          -        -          -           -    (122,500)
Issuance of common
 stock pursuant to
 the exercise of
 stock options
 (December 2006)         25,000        25           -          -           -          -        -          -           -          25
Fair value of stock
 options granted              -         -     375,457          -           -          -        -          -           -     375,457
Fair value of stock
 options modified             -         -      68,067          -           -          -        -          -           -      68,067
Issuance of common
 stock pursuant to
 the exercise of
 warrants for cash:
  January 2006 -
   $0.10 per share      500,000       500      49,500    (50,000)          -          -        -          -           -           -
  January 2006 -
   $0.05 per share      719,244       719      35,243    (35,962)          -          -        -          -           -           -
Issuance of common
 stock pursuant to
 the conversion of
 notes payable
 (September 2006)     1,167,834     1,168     137,377          -           -          -        -          -           -     138,545
September 2006, fair
 value of warrants
 issued on conversion
 of note payable              -         -      65,160          -           -          -        -          -           -      65,160
Unrealized loss on
 investment securities        -         -           -          -           -          - (131,128)         -           -    (131,128)
Net loss for the year         -         -           -          -           -          -        -          -  (2,081,293) (2,081,293)
                     ----------- ---------  ----------  ---------  ----------  --------- -------- ---------- ----------- -----------
Balance, December
 31, 2006            40,425,615    40,425  10,027,813          -           -          -   72,872   (114,175) (9,598,868)    428,067
                     ----------- ---------  ----------  ---------  ----------  --------- -------- ---------- ----------- -----------
</TABLE>


                                      F-9
<PAGE>
<TABLE>
<S>                       <C>       <C>        <C>        <C>         <C>        <C>      <C>       <C>        <C>          <C>

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

Balance,
 December 31, 2006  40,425,615     40,425  10,027,813           -           -          -  72,872   (114,175) (9,598,868)    428,067

Issuance of common
stock for services:
 January 2007 -
  $0.62 per share      135,000        135      83,565           -           -          -       -          -           -      83,700
 August 2007 -
  $0.63 per share       15,873         16       9,984           -           -          -       -          -           -      10,000
 August 2007 -
  $0.56 per share       17,857         18       9,982           -           -          -       -          -           -      10,000
 December 2007 -
  $0.72 per share       57,142         57      41,085           -           -          -       -          -           -      41,142
 December 2007 -
  $0.62 per share       10,488         10       6,492           -           -          -       -          -           -       6,502
 December 2007 -
  $0.53 per share      223,000        223     117,967           -           -          -       -          -           -     118,190
Issuance of common
stock for debt
settlement:
 May 2007 -
  $0.65 per share      100,000        100      55,900           -           -          -       -          -           -      56,000
 Jul 2007 -
  $0.62 per share      100,000        100      61,900           -           -          -       -          -           -      62,000
Issuance of common
stock for cash:
 June 2007 -
  $0.45 per share      220,000        220      98,780           -           -          -       -          -           -      99,000
 May 2007 -
  $0.43 per share       23,256         23       9,977           -           -          -       -          -           -      10,000
 April 2007 -
  $0.45 per share       35,000         35      15,715           -           -          -       -          -           -      15,750
Share issuance costs         -          -     (11,188)          -           -          -       -          -           -     (11,188)
Fair value of stock
 options granted             -          -     412,545           -           -          -       -          -           -     412,545
Issuance of common
stock pursuant to
the exercise of
warrants for cash:
 March 2007 -
  $0.15 per share      266,667        267      39,733           -           -          -       -          -           -      40,000
 March 2007 -
  $0.17 per share      266,667        267      45,067           -           -          -       -          -           -      45,334
Fair value of
 warrants issued             -          -      22,106           -           -          -       -          -           -      22,106
Issuance of common
 stock pursuant to
 the cashless
 exercise of
 warrants
 (December 2007)       246,710        247        (247)          -           -          -       -          -          -            -
Fair value of
 warrants issued
 with convertible
 debt                        -  1,426,381           -           -           -          -       -          -           -   1,426,381
Intrinsic value
 of beneficial
 conversion feature
 on convertible debt         -          -   1,426,381           -           -          -       -          -           -   1,426,381
Unrealized loss on
 investment securities       -          -           -           -           -          - (115,061)        -           -    (115,061)
Net loss for the year        -          -           -           -           -          -        -         -  (3,354,319) (3,354,319)
                    -----------   --------  ----------  ----------  ----------  --------- ------- ---------- ----------- -----------
Balance,
 December 31, 2007  42,143,275     42,143  13,899,938           -           -          -  (42,189) (114,175)(12,953,187)    832,530
                    ===========   ======== ===========  ==========  ==========  ========= ======== ========= =========== ===========
</TABLE>


                                      F-10
<PAGE>

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

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $

Balance,
 December 31, 2007  42,143,275     42,143  13,899,938           -           -          - (42,189)  (114,175)(12,953,187)    832,530

Issuance of common
stock for services:
 December 2008 -
  $0.17 per share       36,000         36       6,084           -           -          -       -          -           -       6,120
 December 2008 -
  $0.15 per share      469,914        470      70,017           -           -          -       -          -           -      70,487
Issuance of common
stock for debt
settlement:
 January 2008 -
  $0.53 per share      100,000        100      52,900           -           -          -       -          -           -      53,000
 April 2008 -
  $0.70 per share      125,000        125      87,375           -           -          -       -          -           -      87,500
Issuance of common
stock for cash:
 March 2008 -
  $0.60 per share      200,000        200     119,800           -           -          -       -          -           -     120,000
 June 2008 -
  $0.43 per share      230,000        230      98,670           -           -          -       -          -           -      98,900
Exercise of stock
 options at $0.001
 per share              33,333         33           -           -           -          -       -          -           -          33
Fair value of
 stock options
 granted                     -          -     372,848           -           -          -       -          -           -     372,848
July 2008, fair
 value of warrants
 issued for services         -          -      27,150           -           -          -       -          -           -      27,150
Exercise of warrants
 at $0.19 per share     84,210         84      15,916           -           -          -       -          -           -      16,000
Fair value of
 warrants/options
 modified                    -          -     252,799           -           -          -       -          -           -     252,799
Notes payable
 converted into
 common shares at
 $0.60 per share       291,667        292     174,708           -           -          -       -          -           -     175,000
Common stock
 subscribed - $0.15
 per share                   -          -           -      40,050           -          -       -          -           -      40,050
Unrealized loss
 on investment
 securities                  -          -           -           -           -          -   26,660         -           -      26,660

Net loss for the year        -          -           -           -           -          -        -         -  (4,113,985) (4,113,985)
                    -----------   --------  ----------  ----------  ----------  --------- ------- ---------- ----------- -----------
Balance,
 December 31, 2008  43,713,399     43,713   15,178,205     40,050           -          -  (15,529) (114,175)(17,067,172) (1,934,908)
                    ===========   ======== ===========  ==========  ==========  ========= ======== ========= =========== ===========

</TABLE>

                                      F-11
<PAGE>

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

                                                                                                             Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $
Issuance of common
 stock for Services:
Jan 2009 - $0.16
  per share             56,000        56        8,904          -           -          -        -         -           -        8,960
Feb 2009 - $0.14
  per share            639,142       639       88,841          -           -          -        -         -           -       89,480
Apr 2009 - $0.08
 per share             418,060       418       33,445          -           -          -        -         -           -       33,863
May 2009 - $0.05 -
 $0.08 per share       819,480       819       58,739          -           -          -        -         -           -       59,558
Jun 2009 - $0.06 -
 $0.09 per share     1,116,932     1,117       70,514          -           -          -        -         -           -       71,631
Jul 2009 - $0.082
  per share            379,452       380       30,735          -           -          -        -         -           -       31,115
Sep 2009 - $0.06 -
  $0.082 per share   3,070,820     3,070      211,263          -           -          -        -         -           -      214,333

Issuance of common
 stock for Debt
 Settlement:
Jan 2009 - $0.16 -
 $0.24 per share       181,250       181       40,819          -           -          -        -         -           -       41,000
Feb 2009 - $0.08
 per share             (33,333)      (33)      (2,633)         -           -          -        -         -           -       (2,666)
Apr 2009 - $0.09
 per share             250,000       250       22,250          -           -          -        -         -           -       22,500
May 2009 - $0.08
 per share             125,000       125        9,875          -           -          -        -         -           -       10,000
Jul 2009 - $0.075 -
 $0.08 per share       750,000       750       56,750          -           -          -        -         -           -       57,500
Dec 2009 - $0.12
 per share             300,000       300       35,700          -           -          -        -         -           -       36,000
Issuance of common
 stock for Cash:
Jan 2009 - $0.60
 per share             267,000       267       39,783    (40,050)          -          -        -         -           -            -
Jan 2009 - $0.13
 per share             307,892       308       39,692          -           -          -        -         -           -       40,000
Apr 2009 - $0.05
 per share           2,900,000     2,900      142,100          -           -          -        -         -           -      145,000
Aug 2009 - $0.05
 per share           1,000,000     1,000       49,000          -           -          -        -         -           -       50,000
Sep 2009 - $0.05
 per share             400,000       400       19,600          -           -          -        -         -           -       20,000
Sep 2009 - $0.05
 per share             500,000       500       24,500          -           -          -        -         -           -       25,000
Sep 2009 - $0.07
 per share             500,000       500       34,500                      -          -        -         -           -       35,000
Finder fees on
 financing                   -         -      (12,500)         -           -          -        -         -           -      (12,500)
Issuance of common
 stock pursuant to
 the exercise of
 stock options:
Fair Value of
 options granted             -         -      324,650          -           -          -        -         -           -      324,650
Issuance of common
 stock pursuant to
 the exercise of
 stock options and
 warrants             2,070,000     2,070           -          -           -          -        -         -           -        2,070
Fair value of
 warrants granted             -         -      71,389          -           -          -        -         -           -       71,389
Fair value of
 warrants modified            -         -      66,423          -           -          -        -         -           -       66,423
Issuance of common
 stock pursuant to
 the conversion of
 notes payable
Sep 2009 - $0.014
 per share - $0.073
 per share            5,116,818     5,117     555,827          -           -          -        -          -           -     560,944
Issuance of common
stock of Bridge loan  8,214,293     8,214     279,286          -           -          -        -          -           -     287,500
Share issue cost of
 Bridge loan                  -         -      (1,335)         -           -          -        -          -           -      (1,335)
Comprehensive income -
 unrealized gain              -         -           -          -           -          -   15,529          -           -      15,529
Net loss of the year ended
December 31, 2009             -         -           -          -           -          -        -          -  (2,368,072) (2,368,072)
                     ----------- ---------  ----------  ---------  ----------  --------- -------- ---------- ----------- -----------
Balance,  December
 31, 2009            73,062,207     3,061   17,476,322         -           -          -        -   (114,175)(19,435,244) (2,000,036)
                     ----------- ---------  ----------  ---------  ----------  --------- -------- ---------- ----------- -----------
</TABLE>


                                      F-12

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


                                                                                                              Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $
Balance,  December
 31, 2009,
 restated           73,062,207      3,061   17,845,563         -            -          -       -  (114,175) (20,571,220) (2,766,771)
------------------------------------------------------------------------------------------------------------------------------------
Issuance of common
 stock for services:
 Feb 2010 - $0.07
  per share            200,000        200       13,800         -            -          -       -         -            -      14,000
 Nov 2010 - $0.05
  per share            800,000        800       43,200         -            -          -       -         -            -      44,000
Issuance of common
 stock for debt
 settlement:
 Feb 2010 - $0.07
  per share          1,157,143      1,157       79,843         -            -          -       -         -            -      81,000
 Jun 2010 - $0.06
  per share            420,000        420       24,780         -            -          -       -         -            -      25,200
 Sep 2010 - $0.06
  per share            350,000        350       20,650         -            -          -       -         -            -      21,000
Issuance of common
 stock for cash:
 Jan 2010 - $0.0714
  per share         90,459,600     90,460    6,370,940         -            -          -       -         -            -   6,461,400
Finder fees &
 Shares issue costs
 on financing                -          -   (1,546,238)        -            -          -       -         -            -  (1,546,238)
Issuance of common
 stock pursuant to
 the exercise of
 stock options:
 Feb 2010 - $0.001
  per share            920,000        920            -         -            -          -       -         -            -         920
 Apr 2010 - $0.001
  per share            284,000        284            -         -            -          -       -         -            -         284
 Sep 2010 - $0.001
  per share            188,300        189            -         -            -          -       -         -            -         189
Fair value of options
 granted                     -          -    1,598,845         -            -          -       -         -            -   1,598,845
Issuance of common
 stock pursuant to
 the exercise of
 warrants for cash:
 Warrants exercised
  with cashless        347,727        348         (348)        -            -          -       -         -            -           -
 feature
Fair value of
 warrants modified           -          -       23,376         -            -          -       -         -            -      23,376
Net loss for the
 year ended
 December 31, 2010           -          -             -        -            -          -       -         -   (3,249,729) (3,249,729)
                  ------------------------------------------------------------------------------------------------------------------
Balance, December
 31, 2010          168,188,916    168,189    24,474,411        -            -          -       -  (114,175) (23,820,949)    707,476
                  ------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>


                                 BIOCUREX, INC.
                          (A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           (Expressed in U.S. dollars)
                 FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

1. NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

     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 products
     based  on  patented  and  proprietary  technology  in the  area  of  cancer
     diagnostics.  The Company is considered a development  stage  enterprise as
     defined  by  Financial   Accounting  Standards  Board  ("FASB")  Accounting
     Standards  Codification ("ASC") 915, Development Stage Entities. On October
     31, 2008,  the Company  incorporated  BioCurex  China Co., Ltd.  ("Biocurex
     China"),  a  wholly-owned  subsidiary  in China.  On December 8, 2009,  the
     Company  incorporated  OncoPet Diagnostics Inc., a wholly-owned  subsidiary
     under the laws of the State of Colorado.

     The  consolidated  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  for the next
     twelve months. Management plans to obtain additional funds through the sale
     of its  securities.  However  there is no assurance of  additional  funding
     being  available.  As at December 31, 2010, the Company has has accumulated
     losses of $23,820,949 since the inception of the development  stage.  These
     factors raise  substantial doubt about the Company's ability to continue as
     a going concern.  These financial statements do not include any adjustments
     that might result from the outcome of this uncertainty.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

     These consolidated  financial statements and related notes are presented in
     accordance  with  accounting  principles  generally  accepted in the United
     States,  and are expressed in U.S. dollars.  These  consolidated  financial
     statements  include  the  accounts  of the  Company  and  its  wholly-owned
     subsidiaries,  Biocurex China,  and OncoPet  Diagnostics Inc. The Company's
     fiscal year-end is December 31.

     Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally  accepted  in the  United  States  requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of revenues and expenses during the periods.  The Company regularly
     evaluates  estimates and assumptions  related to valuation of patent costs,
     stock-based  compensation,  financial instrument  valuations,  and deferred
     income tax asset valuation allowances.  The Company bases its estimates and
     assumptions  on current  facts,  historical  experience  and various  other
     factors  that it believes to be  reasonable  under the  circumstances,  the
     results  of which form the basis for making  judgments  about the  carrying
     values of assets and liabilities and the accrual of costs and expenses that
     are not readily apparent from other sources. The actual results experienced
     by the Company  may differ  materially  and  adversely  from the  Company's
     estimates.  To the  extent  there  are  material  differences  between  the
     estimates and the actual  results,  future  results of  operations  will be
     affected.


<PAGE>


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     Cash and Cash Equivalents

     The Company considers all highly liquid  instruments with maturity of three
     months or less at the time of issuance to be cash equivalents.

     Registration Payment Arrangements

     The Company  accounts  for  registration  rights  arrangements  and related
     liquidated  damages  provisions  under  FASB ASC  815-40,  Derivatives  and
     Hedging - Contracts  in Entity's  own Entity,  which  addresses an issuer's
     accounting  for  registration  payment  arrangements.  ASC 815-40 defines a
     registration payment arrangement as an arrangement where the issuer i) will
     endeavor  to file a  registration  statement  for the  resale of  financial
     instruments,   have  the  registration  statement  declared  effective,  or
     maintain  its   effectiveness   and  ii)  transfer   consideration  to  the
     counterparty if the registration statement is not declared effective or its
     effectiveness is not maintained.

     ASC 815-40  requires the contingent  obligation to make future  payments or
     otherwise transfer  consideration under a registration payment arrangement,
     whether  issued as a separate  agreement  or included  as a provision  of a
     financial  instrument or other agreement,  to be separately  recognized and
     measured in accordance with ASC 450, Contingencies.

     Research and Development Costs

     Research and development costs are charged to operations as incurred.

     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 ASC 830, Foreign Currency  Translation Matters 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 and Chinese
     Renminbi.

     Revenue Recognition

     The  Company   recognizes  revenue  in  accordance  with  ASC  605  Revenue
     Recognition,  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
     since the  inception  of the  development  stage  consisted of license fees
     related to the licensing of its RECAF(TM) technology.


<PAGE>


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     Long-lived Assets

     In accordance with ASC 360, Property Plant and Equipment, the Company tests
     long-lived assets or asset groups for recoverability when events or changes
     in   circumstances   indicate  that  their  carrying   amount  may  not  be
     recoverable.  Circumstances  which could trigger a review include,  but are
     not limited to:  significant  decreases  in the market  price of the asset;
     significant  adverse  changes in the  business  climate  or legal  factors;
     accumulation  of costs  significantly  in excess of the  amount  originally
     expected for the acquisition or  construction of the asset;  current period
     cash  flow or  operating  losses  combined  with a  history  of losses or a
     forecast of continuing  losses  associated  with the use of the asset;  and
     current  expectation  that the asset will more  likely  than not be sold or
     disposed significantly before the end of its estimated useful life.

     Recoverability  is assessed  based on the carrying  amount of the asset and
     its  fair  value  which  is  generally  determined  based on the sum of the
     undiscounted  cash flows  expected to result from the use and the  eventual
     disposal of the asset, as well as specific  appraisal in certain instances.
     An  impairment   loss  is  recognized  when  the  carrying  amount  is  not
     recoverable and exceeds fair value.

     Fair Value of Financial Instruments

     The Company's  financial  instruments consist principally of cash, accounts
     payable,  derivative liability,  loans payable,  convertible notes payable,
     convertible  debt and  amounts  due to  related  parties.  These  financial
     instruments are valued in accordance with ASC 820, Fair Value  Measurements
     and Disclosures and ASC 825, Financial Instruments. See Note 11.

     Income Taxes

     The Company  accounts for income taxes using the asset and liability method
     in accordance  with ASC 740, Income Taxes.  The asset and liability  method
     provides that deferred tax assets and  liabilities  are  recognized for the
     expected  future tax  consequences  of  temporary  differences  between the
     financial  reporting  and tax  bases of  assets  and  liabilities,  and for
     operating  loss and tax  credit  carryforwards.  Deferred  tax  assets  and
     liabilities  are measured  using the  currently  enacted tax rates and laws
     that will be in effect when the  differences  are expected to reverse.  The
     Company records a valuation  allowance to reduce deferred tax assets to the
     amount that is believed more likely than not to be realized.

     Stock-based Compensation

     The Company  records  stock-based  compensation in accordance with ASC 718,
     Compensation - Stock Compensation, and ASC 505-50, Equity-Based Payments to
     Non-Employees  using the fair value method. All transactions in which goods
     or  services  are the  consideration  received  for the  issuance of equity
     instruments are accounted for based on the fair value of the  consideration
     received or the fair value of the equity  instrument  issued,  whichever is
     more reliably measurable.

     Comprehensive Income

     ASC 220,  Comprehensive Income establishes  standards for the reporting and
     display  of  comprehensive  income  and  its  components  in the  financial
     statements.  During the year ended  December 31, 2009,  the Company's  only
     component of other  comprehensive  income was  unrealized  holding gains on
     available-for-sale investment securities.



<PAGE>


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     Basic and Diluted Net Loss per Share

     The Company computes net loss per share in accordance with ASC 260 Earnings
     Per Share  which  requires  presentation  of basic  earnings  per share and
     diluted  earnings per share. 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 gives 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  anti-dilutive  effect on earnings.  As of December 31, 2010,
     the  Company  had   approximately   158,843,504  of  potentially   dilutive
     securities,  including options,  warrants and equity instruments related to
     convertible   notes  payable  and  convertible  debt,  all  of  which  were
     anti-dilutive since the Company incurred losses during these periods.

     Patents

     Patents  are  stated at cost and have a  definite  life.  Once the  Company
     receives   patent   approval,   amortization   is   calculated   using  the
     straight-line method over the remaining life of the patents.

     Reclassifications

     Certain  reclassifications  have been made to the prior period's  financial
     statements to conform to the current period's presentation.

     Recent Accounting Pronouncements

     In January  2010,  the FASB issued  Accounting  Standards  Update (ASU) No.
     2010-06, Improving Disclosures about Fair Value Measurements,  which amends
     the ASC Topic 820, Fair Value  Measures and  Disclosures.  ASU No.  2010-06
     amends the ASC to require  disclosure of transfers  into and out of Level 1
     and  Level 2 fair  value  measurements,  and also  requires  more  detailed
     disclosure about the activity within Level 3 fair value  measurements.  The
     new disclosures and  clarifications  of existing  disclosures are effective
     for interim and annual reporting periods beginning after December 15, 2009,
     except for the disclosures  concerning  purchases,  sales,  issuances,  and
     settlements  in the  roll  forward  of  activity  in  Level  3  fair  value
     measurements.  Those  disclosures  are effective for fiscal years beginning
     after December 15, 2010, and for interim periods within those fiscal years.
     This guidance  requires  expanded  disclosures only, and is not expected to
     have a material impact on the Company's financial statements.

     The Company has implemented all new accounting  pronouncements  that are in
     effect.  These  pronouncements  did not have  any  material  impact  on the
     financial statements unless otherwise  disclosed,  and the Company does not
     believe that there are any other new  accounting  pronouncements  that have
     been issued that might have a material impact on its financial  position or
     results of operations.


<PAGE>

3. PATENTS

     Patents  relate to developing  the method for  diagnostic  and treatment of
     cancer  using a new cancer  marker  called  "RECAF."  The Company has filed
     patent  applications  in 23 countries with ongoing  applications  currently
     being  prepared.  As of December 31, 2010, the Company had received  patent
     approval from five countries and the European patent office. Additions made
     after  December 31, 2010 will have a remaining life of  approximately  four
     years. The Company intends to apply for extensions in the near future.

     A schedule of the patents is as follows:


                                                     December 31,   December 31,
                                                         2010          2009
                                                           $             $

     Patents                                            817,451        696,003
     Less:
     Accumulated amortization                          (318,951)      (224,539)
     ---------------------------------------------------------------------------
     Net Carrying Value                                 498,500        471,646
     ---------------------------------------------------------------------------

     Amortization  expense  totaled  $103,162  and  $50,524  for the year  ended
     December 31, 2010 and 2009, respectively.

     The estimated future amortization expense is as follows:

                                     $

                  2011            103,162
                  2012            103,162
                  2013            103,162
                  2014            103,162
                  Thereafter       85,852
                               --------------
                                  498,500
                               --------------

<PAGE>

4.    LOANS PAYABLE

a)   On  September  10,  2009,  the  Company  completed  a private  placement
     financing in which it sold 17 promissory  notes in the aggregate  principal
     amount  of  $450,000  and  6,428,578  shares  of its  common  stock  for an
     aggregate purchase price of $450,000.

     The  promissory  notes  bear  interest  at a rate  of 10% per  annum.  Both
     interest  and  principal  were payable on August 31,  2010.  The  aggregate
     purchase  price for the units was allocated  equally  between the notes and
     shares  contained  in each Unit based on their  relative  fair  value.  The
     relative fair value assigned to the shares totaled $225,000.  These amounts
     were recorded as a notes discount and will be amortized as interest expense
     over the term of the promissory notes.

     In February 2010, the Company repaid  principal of $450,000 and interest of
     $16,890.  For the year  ended  December  31,  2010,  the  Company  recorded
     $169,811 (2009 - $55,190) of accretion  expense related to these promissory
     notes.

b)   On September  21,  2009,  the Company  completed a private  placement in
     which it sold three promissory  notes in the aggregate  principal amount of
     $125,000 and 1,785,715 shares of its common stock for an aggregate purchase
     price of $125,000.

     The  promissory  notes  bear  interest  at a rate  of 10% per  annum.  Both
     interest and principal are payable on January 31, 2013.

     The aggregate  purchase price for the units was allocated  equally  between
     the notes and shares  contained in each Unit based on their  relative  fair
     value.  The relative  fair value  assigned to the shares  totaled  $62,500.
     These  amounts were  recorded as a notes  discount and will be amortized as
     interest expense over the term of the promissory notes.

     During the year ended of December  31, 2010,  the Company paid  interest in
     the amount of $12,466  (2009 - $ 3,493) and recorded  $15,130 (2009 - $207)
     as the accretion  expense related to these promissory notes. As at December
     31, 2010, the carrying value of these notes was $81,301(2009 - $62,707).

     The Company incurred  $118,612 in debt issue costs for the promissory notes
     described  above.  The debt issue costs are being expensed over the term of
     the promissory notes.

     During the year ended December 31, 2010, the Company expensed $73,853 (2009
     - $32,722)  of the debt issue  costs  related to  promissory  note,  and at
     December 31, 2010, the balance of debt issue costs was $6,347 (December 31,
     2009 - $80,021).

c)   During the year ended  December  31,  2010,  the Company  received a net
     advance of 207,325 RMB (US$32,530) from BioCurex  China's  Agent.
     The advance is non interest bearing, unsecured and due on demand.


<PAGE>

5. RELATED PARTY TRANSACTIONS AND BALANCES

                                                     December 31,   December 31,
                                                         2009          2009
                                                           $             $

     Due to Pacific BioSciences Research Centre Inc. &
       Company's President (a)                          417,734       526,827
     Due to Company's Chairman (b)                       12,054        62,350
     Due to a former officers (c)                         4,930         4,930
   -----------------------------------------------------------------------------
                                                        434,718       594,107
   -----------------------------------------------------------------------------

a)   The  Company's   research  and  development  is  performed  by  Pacific
     BioSciences  Research  Centre  ("Pacific").  Pacific  is 100%  owned by the
     President of the Company. During the year ended December 31, 2010 and 2009,
     Pacific  performed  research  and  development  for the  Company  valued at
     $479,778 and $514,225, respectively.

     Pacific  also  provided  administrative  services  during  the  year  ended
     December 31, 2010 and 2009, valued at $198,230 and $216,522,  respectively.
     During the year ended December 31, 2010, and 2009, Pacific charged interest
     of $8,904 and $10,669,  respectively,  calculated at the bank prime rate on
     the monthly  balance owed. As at December 31, 2010 and 2009, the amount due
     to Pacific of $405,688 and $479,129,  respectively, is unsecured and due on
     demand.

     On September  15, 2009,  the Company has an  agreement  with the  Company's
     President to provide  management  services for a fee of $250,000 per annum.
     During year ended December 31, 2010, the Company incurred  $250,000 (2009 -
     $44,049) for the management  services of which $12,054 remains unpaid as of
     December 31, 2010 (2009 - $36,049).

b)   On September 15, 2009,  the Company has an agreement  with the Company's
     Chairman to provide  management  services  for a fee of $100,000  per annum
     based on 40 hours per month.  During the year ended  December 31, 2010, the
     Company incurred $140,333 (2009 - $29,167) for management  services.  As at
     December 31, 2010,  the Company is indebted to the  Company's  Chairman for
     $12,054 of  December  management  fees and  miscellaneous  expense  (2009 -
     $33,183).

c)   The  balance  represents  $4,930  owing  to a  former  officer  which is
     unsecured, non-interest bearing and due on demand.


6.    CONVERTIBLE NOTES AND DEBT

a)   The Company received funds during 2003 relating to ten convertible notes
     payable totaling $529,743,  bearing interest at 5% and due on demand. 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 trading days ending on the trading day immediately  before the
     date of the conversion.  In conjunction with the issuance of the notes, the
     Company  issued  2,434,088  warrants to the note holders  entitling them to
     purchase  2,434,088 shares of common stock at exercise prices between $0.08
     and $0.38. The warrants expired two years after the issuance date.

<PAGE>

6. CONVERTIBLE NOTES AND DEBT (continued)

     In  accordance  with ASC  470-20,  Debt - Debt  with  Conversion  and Other
     Options, 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.
     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 ASC 470-20,  and
     equaled  $255,142.  Due to the notes being due on demand,  the discount was
     expensed in fiscal 2003.

     As of December  31, 2010,  one $33,885  (2009 - $33,885)  convertible  note
     remained outstanding which is payable to a related party.

b)   Convertible Notes (the "Notes") bear interest at an annual rate of prime
     (as  adjusted  monthly on the first  business day of each month) plus 2.75%
     per year,  payable in arrears on the first day of each month. The Notes are
     due and payable on December 31, 2012 and are secured by  substantially  all
     of the Company's assets. At the holders' option,  the Notes are convertible
     into shares of the  Company's  common stock at a conversion  price of $0.14
     per share. The embedded  conversion  option contains a reset provision that
     can cause an adjustment to the  conversion  price if the Company  issues an
     equity  instrument  that does not qualify as an Exempt  Issuance at a price
     lower than the initial conversion price. An Exempt Issuance is defined as:

       i. shares or options  issued to  employees  of Biocurex  for  services
          rendered pursuant to any stock or option plan adopted by the Directors
          of Biocurex, not to exceed 500,000 shares or options in any year;

      ii. options issued to officers or directors of Biocurex, provided that
          the number of options  issued during any  twelve-month  period may not
          exceed 500,000;

     iii. shares or  options  issued  at fair  market  value for  services
          rendered  to  independent  consultants,  limited to 500,000  shares or
          options in any year;

      iv. restricted equity securities sold for cash,  provided that no more
          than 500,000 restricted equity securities can be sold in any year, the
          restricted equity securities cannot be registered for public sale, and
          the  restricted  equity  securities,  and the  exercise  price  of any
          warrants,  cannot be less than 75% of the market  price of  Biocurex's
          common stock;

       v. shares  issued  to any note  holder in  payment  of  principal  or
          interest;

      vi. shares sold to any note holder;

     vii. securities  issued  upon  the  conversion  of the  Notes  or the
          exercise of the Warrants;

    viii. securities  issued upon the conversion of notes or the exercise
          of  options  or  warrants  issued and  outstanding  on June 25,  2007,
          provided  that the  securities  have not been  amended to increase the
          number of such  securities  or to decrease the  exercise,  exchange or
          conversion price of the securities.

     Due to  this  provision,  the  embedded  conversion  option  qualifies  for
     derivative accounting under ASC 815-15 (See Note 16 below). This fair value
     of the derivative liability at issuance of $732,588 was discounted from the
     note payable.


<PAGE>

6. CONVERTIBLE NOTES AND DEBT (continued)


     During  the  year  ended  December  31,  2010,  the  Company  modified  the
     conversion price on outstanding convertible debt with a principal amount of
     $563,300 from $0.14 to $0.13, in accordance with the contingent  adjustment
     provisions contained in the modified convertible loan agreement.

     The following  table  summarizes  the changes in the Notes during the years
     ended December 31, 2010 and 2009:

                                                                        Carrying
                                                 Principal  Discount     Value
                                                     $          $          $
                                                --------------------------------

        Balance, December 31, 2008               1,955,000 (129,642)
        Penalty of default                         231,250        -     231,250
        Principal repayments                       (36,250)       -     (36,250)
        Modification of principal                        - (608,168)   (608,168)
        Conversion of debt                        (400,000)       -    (400,000)
        Accretion of discount on convertible
          debt                                           -  186,809     186,809
                                                --------------------------------
        Balance, December 31, 2009               1,750,000 (551,001)  1,198,999
        Accretion of discount on convertible
          debt                                           -  425,436     425,436
        Principal repayments                    (1,186,700)       -  (1,186,700)
                                                --------------------------------
        Balance, December 31, 2010                 563,300 (125,565)    437,735
                                                ================================


     During the year ended December 31, 2010, the Company expensed $21,223 (2009
     - $10,640) of the debt issue costs related to these convertible  notes. The
     balance of debt issue costs at December 31, 2010 is $42,504  (December  31,
     2009 - $63,727).


<PAGE>


7. COMMON STOCK

     For the year ended December 31, 2010:

a)   In January 2010, the Company entered into an Underwriting Agreement with
     Paulson  Investment  Company  ("Paulson"),  as  representative  of the  two
     underwriters  named  therein.  Pursuant  to the terms of such  Underwriting
     Agreement,  Paulson  agreed to underwrite the offer and sale by the Company
     of 1,200,000  units,  each consisting of 70 shares of the Company's  common
     stock and 70 redeemable common stock purchase warrants. Each warrant allows
     the holder to purchase one common share of the Company for $0.107 per share
     for a term  expiring on January 19, 2015. In addition,  the Company  issued
     the underwriters a 45-day option to purchase an additional  92,280 units to
     cover  over-allotments.  The underwriters  agreed to offer the units to the
     public at $5.00 per unit. As  compensation  for the services to be provided
     to the  underwriters  in  connection  with the  offering of the units,  the
     Company  agreed to a 9%  underwriting  commission  for $581,526 in cash. In
     addition,   the   Company   agreed  to  pay   $180,000  to  Paulson  for  a
     non-accountable expense allowance,  and issue  "Representative's  Warrant",
     with an estimated fair value of $939,771 which allows the  underwriters  to
     purchase  up to  120,000  units at $6.00 per unit for a term of five  years
     expiring  January 19, 2015 (see note 10).  The offer and sale of all of the
     units,  including  the units covered by the  over-allotment  option and the
     Representative's  Warrant,  all of the shares and warrants  included in the
     units as well as the Representative's Warrant are covered by a registration
     statement  on Form S-1 filed by the  Company  under the  Securities  Act of
     1933,  as amended,  which was  declared  effective  by the  Securities  and
     Exchange  Commission  on January 19,  2010.  Pursuant to the Form S-1,  the
     Company  issued a total of  90,459,600  shares and  90,459,600  warrants on
     January 28, 2010.

b)   In February 2010, the Company issued 800,000 shares of common stock to a
     vendor to settle account payable of $56,000.

c)   In February 2010, the Company issued 200,000 shares of common stock to a
     vendor for $14,000 of services.

d)   In February  2010, a total of 920,000  stock  options were  exercised at
     $0.001 per share.

e)   In February  2010,  the Company  issued  347,727  shares of common stock
     pursuant to the cashless  exercise of 1,275,000  warrants by a note holder.
     This  exercise  was based on the cashless  exercise  provision of the stock
     purchase warrant.

f)   In February 2010, the Company issued 357,143 shares of common stock to a
     vendor to settle account payable of $25,000.

g)   In April 2010, a total of 284,000 stock options were exercised at $0.001
     per share.

h)   In June 2010,  the Company  issued  420,000  shares of common stock to a
     vendor to settle $25,200 of accounts payable.

i)   In September  2010, a total of 188,300 stock  options were  exercised at
     $0.001 per share.

j)   In September  2010, the Company issued 350,000 shares of common stock to
     a vendor to settle $21,000 of accounts payable.

k)   In November  2010,  the Company issued 800,000 shares of common stock to
     an investor relations company for their consulting services at a fair value
     of $44,000.

<PAGE>

7. COMMON STOCK (continued)

     For the year ended December 31, 2009: (continued)

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

b)   In January 2009,  the Company issued 267,000 units at $0.15 per unit for
     common share subscriptions totaling $40,050 received in December 2008. Each
     unit  consisted  of one share of common  stock and one half share  purchase
     warrant  entitling  the holder to purchase  one share of common stock at an
     exercise price of $0.30 per share expiring on November 30, 2010.

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

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

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

f)   In March 2009, an employee  returned  33,333 shares with a fair value of
     $2,666, to settle $20,000 amount owing to the Company. The Company recorded
     $17,333 of bad debt expense in the fiscal year ended December 31, 2008.

g)   In April 2009,  the Company  issued  900,000 units at $0.05 per unit for
     common share for proceeds of $45,000.  Each unit  consisted of one share of
     common stock and one purchase warrant  entitling the holder to purchase one
     share of common stock at an exercise  price of $0.11 per share  expiring on
     April 5, 2011.

h)   In April 2009,  the Company  issued  125,000 shares of common stock at a
     fair value of $10,000 to settle debt.

i)   In April 2009, the Company issued  2,070,000 shares of common stock to a
     former director for the exercise of 1,620,000  options and 450,000 warrants
     at $0.001 per share.  A total of $2,070 was  reduced  from the  outstanding
     balance of amounts owing to related parties. See note 7(b).

j)   In April 2009,  the Company  issued  418,060 shares of common stock at a
     fair value of $33,863 to eight  employees and one  consultant  for services
     provided in April 2009.

k)   In April 2009,  the Company  issued  307,892 units at $0.13 per unit for
     common share subscriptions  totaling $40,000 received in January 2009. Each
     unit  consisted  of one share of  common  stock  and one  purchase  warrant
     entitling  the holder to purchase  one share of common stock at an exercise
     price of $0.17 per share expiring on January 2, 2011.

l)   In April 2009,  the Company  issued  250,000 shares of common stock at a
     fair value of $22,500 to settle debt.

m)   In May 2009,  the Company  issued  200,000  shares of common stock to an
     investor  relations  company  for  consulting  services  at a fair value of
     $10,000.

n)   In May 2009, the Company issued 350,750 shares of common stock at a fair
     value of $28,060 to six employees for services provided in May 2009.

o)   In May 2009,  the Company  issued  2,000,000  shares of common  stock at
     $0.05 per share for proceeds of $100,000.  Each unit consisted of one share
     of common stock and purchase  warrant  entitling the holder to purchase one
     share of common stock at an exercise  price of $0.11 per share  expiring on
     April 1, 2012. The Company paid a commission of $10,000 in connection  with
     this private placement.


<PAGE>


7. COMMON STOCK (continued)

     For the year ended December 31, 2009: (continued)

p)   In May 2009, the Company issued 268,730 shares of common stock at a fair
     value of $21,498 to five employees as bonus.

q)   In June 2009,  the Company  issued  300,000 shares of common stock to an
     investor relations company for their consulting services at a fair value of
     $26,700.

r)   In June 2009,  the Company  issued  816,932  shares of common stock at a
     fair value of $44,931 to five employees for services provided in June 2009.

s)   In July 2009,  the Company  issued  125,000  shares of common stock at a
     fair value of $10,000 to settle debt.

t)   In July 2009,  the Company  issued  500,000  shares of common stock at a
     fair value of $37,500 to settle debt.

u)   In August 2009,  the Company  issued 379,452 shares of common stock at a
     fair value of $31,115 to five  employees  for  services  provided in August
     2009.

v)   In August 2009,  the Company  issued 125,000 shares of common stock at a
     fair value of $10,000 for settle debt.

w)   In August 2009, the Company issued 1,000,000 units at $0.05 per unit for
     common shares  subscriptions  totaling  $50,000 received in June 2009. Each
     unit consisted of one share of common stock and purchase warrant  entitling
     the holder to purchase  one share of common  stock at an exercise  price of
     $0.11  per  share  expiring  on June  15,  2011.  The  Company  recorded  a
     commission  of $2,500  that was paid in July 2009 in  connection  with this
     private placement.

x)   In September  2009, the Company issued 300,000 shares of common stock to
     an investor  relations  company for consulting  services at a fair value of
     $24,600.

y)   In September  2009, the Company issued 143,000 shares of common stock to
     a director for management services at a fair value of $10,000.

z)   In September  2009,  four notes in the amount of $160,945 were converted
     into  2,204,730  units,  consisting of one common share at $0.073 per share
     and one common share  purchase  warrant  entitling the holder to acquire an
     additional common share at an exercise price of $0.08 per share expiring on
     August 26, 2014.

aa)  In September 2009, the Company issued  3,648,947 shares of common stock
     to a director for the exercise of 3,648,947 options at $0.001 per share for
     gross proceeds of $3,649.

bb)  In September 2009, the Company issued  2,000,000 shares of common stock
     at a fair value of $70,000 to a legal firm for legal services.

cc)  In September  2009, the Company issued 92,500 shares of common stock at
     a fair value of $3,332 to settle debt.

dd)  In September 2009, the Company issued 535,320 shares of common stock at
     a fair  value  of  $36,402  to five  employees  for  services  provided  in
     September 2009.

ee)  In September 2009, the Company issued  6,428,578 shares pursuant to the
     promissory  notes  described  in Note 6. The  aggregate  purchase  price of
     $450,000 for the units was allocated  equally  between the notes and shares
     contained  in each unit.  The  relative  fair value  assigned to the shares
     totaled $225,000.

ff)  In September 2009, the Company issued 1,428,572 shares to a convertible
     debt holder for the debt conversion of $200,000.


<PAGE>


7. COMMON STOCK (continued)

     For the year ended December 31, 2009: (continued)

gg)  In September  2009,  the Company issued 400,000 units at $0.05 per unit
     for proceeds of $20,000.  Each unit  consisted of one share of common stock
     and purchase  warrant  entitling the holder to purchase one share of common
     stock at an exercise price of $0.11 per share expiring on August 18, 2011.

hh)  In October 2009,  the Company  issued 500,000 shares of common stock at
     $0.05 per share for common share subscriptions totaling $25,000 received in
     August 2009.  Each unit consisted of one share of common stock and purchase
     warrant  entitling  the holder to purchase  one share of common stock at an
     exercise price of $0.11 per share expiring on August 17, 2011.

ii)  In  October  2009,  the  convertible  debt  holders  elected to convert
     $100,000  of the  principal  amount of those notes into  714,286  shares of
     common stock. See Note 8(b).

jj)  On November,  2009, the Company issued an aggregate of 1,785,715 shares
     of common  stock to three  investors.  These  shares were sold in September
     2009. See Note 6(b).

kk)  In December  2009, the Company issued 500,000 shares of common stock at
     $0.07 per share for common share subscriptions totaling $35,000 received in
     September  2009.  Each unit  consisted  of one  share of  common  stock and
     purchase warrant entitling the holder to purchase one share of common stock
     at an exercise price of $0.11 per share expiring on September 3, 2011.

ll)  In December  2009,  the  convertible  debt  holders  elected to convert
     $100,000  of the  principal  amount of those notes into  769,230  shares of
     common stock. See Note 8(b).

mm)  In December  2009, the Company issued 300,000 shares of common stock at
     a fair value of $36,000 for settle debt.

nn)  In December  2009,  the  President  of the Company  returned  3,648,947
     shares of common stock to for his stock options exercised in September 2009
     and total of $3,649 was charged back to related party's account.

8. STOCK-BASED COMPENSATION

     Stock Bonus Plan

     Under the  Company's  Stock Bonus  Plan,  employees,  directors,  officers,
     consultants  and advisors are eligible to receive a grant of the  Company's
     shares,  provided  that bona fide services are rendered by  consultants  or
     advisors and such services must not be in connection with the offer or sale
     of securities in a capital-raising  transaction.  On November 30, 2010, the
     Company  increased the number of shares issuable pursuant to this plan from
     10,500,000  shares  to  20,000,000  shares  with  9,979,132  common  shares
     available for future issuance as of December 31, 2010.

     Non-Qualified Stock Option Plan

     The Company's  Non-Qualified  Stock Option Plan  authorizes the issuance of
     common shares to persons that exercise stock options granted. The Company's
     employees, directors, officers, consultants and advisors are eligible to be
     granted  stock  options  pursuant  to this  plan,  provided  that bona fide
     services are  rendered by such  consultants  or advisors and such  services
     must  not be in  connection  with  the  offer  or sale of  securities  in a
     capital-raising  transaction. The stock option exercise price is determined
     by a committee and cannot be less than $0.001.

     On November 30, 2010, the Company  increased the number of shares  issuable
     pursuant  to this plan from  17,500,000  shares to  22,500,000  shares with
     8,870,666  common shares  available for future  issuance as of December 31,
     2010.


<PAGE>


8. STOCK-BASED COMPENSATION (continued)

     During the year  ended  December  31,  2010,  there  were no stock  options
     granted pursuant to this plan.  During the year ended December 31, 2009 the
     Company  granted  2,263,157 stock options from this plan at a fair value of
     $212,822 to two  directors at a below market  exercise  price of $0.001 per
     share.

     Management stock options

     During the year ended  December 31, 2010,  the Company  granted  28,500,000
     stock options with a grant date value of  $1,994,903 to five  directors and
     one officer at an exercise  price of $0.0714 per share.  The Stock  options
     expire on December 31, 2020.  These  options were  revalued at December 31,
     2010 to be $1,994,346. Holders of the management stock options may exercise
     the  options by paying the  exercise  price to the Company or on a cashless
     basis upon the approval of the  Company's  board of  directors.  Should the
     options be  exercised  on a cashless  basis,  the Company will issue common
     shares of the Company with a market value equal to the  intrinsic  value of
     the options at the close of trading on the date of exercise. The management
     stock  options  were not issued  under the  Company's  Non-Qualified  Stock
     Option  Plan  and as at July 1,  2010,  the  Company  filed a  registration
     statement  under the  Securities  Act of 1933 to  register  the  underlying
     shares. Accordingly, any shares issuable upon the exercise of these options
     will be free trading securities.

     The fair value for stock options granted was estimated at the date of grant
     and  revalued on December 31, 2010 using the  Black-Scholes  option-pricing
     model and the weighted  average fair value of stock options  granted during
     the year ended  December  31,  2010 and 2009 was $0.07 and $0.09 per share,
     respectively.

     The weighted average assumptions used are as follows:

                                                     Year Ended December 31
                                                      2010           2009
                                                      ----           ----

     Expected dividend yield                            0%              0%
     Risk-free interest rate                         3.28%           1.50%
     Expected volatility                              239%            123%
     Expected option life (in years)                  8.93           2.78

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



                                                          Weighted
                                                Weighted   Average
                                                Average   Remaining   Aggregate
                                                Exercise Contractual  Intrinsic
                                   Number of     Price       Life        Value
                                     Shares        $       (Years)         $
     ---------------------------------------------------------------------------
     Outstanding, December 31,
      2008                         3,890,000     0.001       2.99       774,110

       Granted                     3,717,057     0.001
       Exercised                  (1,620,000)    0.001
     ---------------------------------------------------------------------------
     Outstanding, December 31,
      2009                         5,987,057     0.001       1.65       652,589

       Granted                    28,500,000    0.0714
       Exercised                  (1,392,300)    0.001
     ---------------------------------------------------------------------------
     Outstanding, December 31,
      2010                        33,094,757     0.062       7.98       294,064
     ---------------------------------------------------------------------------
     Exercisable, December 31,
      2010                        14,094,757     0.048       6.54       310,085
     ---------------------------------------------------------------------------

     As at December 31, 2010,  there was $384,251 of  unrecognized  compensation
     costs related to non-vested share-based  compensation  arrangements granted
     which are expected to be recognized over a  weighted-average  period of two
     years. The total  compensation  cost of shares vested during the year ended
     December 31, 2010 and 2009 were $1,610,095 and $324,650, respectively.
<PAGE>

 8.STOCK-BASED COMPENSATION (continued)

     A summary of the status of the Company's  non-vested options as of December
     31,  2010,  and  changes  during  the year end of  December  31,  2010,  is
     presented below:


                                              Number of     Weighted Average
     Non-vested                                Options       Exercise Price
     -----------                               -------       --------------


     Non-vested at December 31, 2009           1,453,900        0.0010
     Granted                                  28,500,000        0.0714
     Vested                                  (10,953,900)       0.0621
     --------------------------------------------------------------------------
     Non-vested at December 31, 2010          19,000,000        0.0714
     ==========================================================================

9. SHARE PURCHASE WARRANTS

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


                                                           Weighted Average
                                       Number of shares     Exercise Price
                                       ----------------     --------------
      Balance, December 31, 2008          11,774,962             0.35

         Issued                            7,812,422             0.10
         Exercised                          (450,000)           0.001
         Expired                          (2,184,573)            0.77
      -------------------------------------------------------------------------
      Balance, December 31, 2009          16,952,811             0.14

      Issued                              90,459,600            0.107
      Exercised                           (1,275,000)            0.08(1)
      Expired                             (1,945,277)            0.19
      -------------------------------------------------------------------------
      Balance, December 31, 2010                                0.134
      -------------------------------------------------------------------------

      (1) In February  2010,  the Company  issued  347,727  shares of common
          stock  pursuant to the cashless  exercise of  1,275,000  warrants by a
          prior director of the Company. This exercise is in accordance with the
          cashless exercise  provision of the stock purchase warrant.  (see note
          7(e) and note 8)

     In January  2010,  the Company  modified  the  exercise  price of 3,500,000
     shares purchase warrants issued with the convertible debt described in Note
     6 (b) from $0.25 to $0.135,  in accordance  with the adjustment  provisions
     contained  in  the  warrant   agreement.   In  accordance   with  ASC  718,
     modifications  to the terms of an award (i.e.  a warrant) are treated as an
     exchange of the original  award for a new award.  Incremental  compensation
     cost is measured as the excess,  if any, of the fair value of the  original
     award  immediately  before its terms are  modified,  measured  based on the
     share price and other pertinent factors at that date. During the year ended
     December 31, 2010, the Company recognized an incremental  compensation cost
     of $23,376 for these modified share purchase warrants.



<PAGE>


9. SHARE PURCHASE WARRANTS (continued)

      As at December 31, 2010, the following share purchase warrants were
outstanding:

              Warrants          Exercise Price        Expiration Date
              --------          --------------        ---------------
               233,092             $0.06                 7-Jul-2011
               252,278             $0.05                31-Dec 2011(1)
               307,692             $0.17                 2-Feb-2011
               343,833             $0.20                 7-Jul-2011
               400,000             $0.11                18-Aug-2011
               500,000             $0.11                17-Aug-2011
               500,000             $0.11                 3-Sep-2011
               590,909             $0.12                19-Jul-2011
               900,000             $0.11                 5-Apr-2011
             1,000,000             $0.11                15-Jun-2011
             1,000,000             $0.25                30-Apr-2012
             2,000,000             $0.11                 1-Apr-2012
             2,204,730             $0.08                26-Aug-2014
             3,500,000             $0.14                27-Jun-2012
            90,459,600             $0.11                19-Jan-2015(2)
           -----------
           104,192,134
           -----------

      (1) The  warrants  can be exercised by paying in cash or on a cashless
          basis. (see note 7).

       (2)The public  warrants are exercisable at any time before January 19,
          2015.  The Company may redeem some or all of the public  warrants at a
          price of $0.003 per  warrant by giving  the  holders  not less than 30
          days'  notice at any time the common  stock  closes,  as quoted on the
          Bulletin  Board,  at or above  $0.143  per share for five  consecutive
          trading days.

10. UNIT PURCHASE WARRANTS

     On January 28, 2010, the Company  issued a warrant in conjunction  with the
     Underwriting Agreement described in Note 7(a). The warrant had an estimated
     fair value of  $939,771  and it allows the  underwriters  to purchase up to
     120,000  units at $6.00 per unit for a term of five years from  January 19,
     2015.  Each unit  consists of 70 shares of common  stock and 70 warrants to
     purchase  shares of the  Company's  common  stock at an  exercise  price of
     $0.107 per share.  As at  December  31,  2010,  the 120,000  unit  purchase
     warrants were outstanding.


11. FAIR VALUE MEASUREMENTS

     ASC 825 defines fair value as the price that would be received from selling
     an asset or paid to transfer a liability in an orderly  transaction between
     market  participants at the measurement date. In determining fair value for
     assets and liabilities  required or permitted to be recorded at fair value,
     the Company considers the principal or most advantageous market in which it
     would transact and it considers  assumptions that market participants would
     use when pricing the asset or liability.

     Fair Value Hierarchy

     ASC 825  establishes  a fair value  hierarchy  that  requires  an entity to
     maximize the use of observable  inputs and minimize the use of unobservable
     inputs when measuring fair value. A financial  instrument's  categorization
     within the fair  value  hierarchy  is based upon the lowest  level of input
     that is  significant  to the fair value  measurement.  ASC 825  establishes
     three levels of inputs that may be used to measure fair value.
<PAGE>


11. FAIR VALUE MEASUREMENTS (continued)

          Level 1

          Level 1 applies to assets and  liabilities  for which there are quoted
          prices  in  active  markets  for  identical   assets  or  liabilities.
          Valuations  are based on quoted  prices that are readily and regularly
          available in an active market and do not entail a  significant  degree
          of judgment.

          Level 2

          Level 2 applies to assets and  liabilities  for which  there are other
          than Level 1  observable  inputs  such as quoted  prices  for  similar
          assets or liabilities in active  markets,  quoted prices for identical
          assets  or  liabilities  in  markets  with   insufficient   volume  or
          infrequent   transactions  (less  active  markets),  or  model-derived
          valuations  in  which  significant  inputs  are  observable  or can be
          derived  principally from, or corroborated by, observable market data.
          Level 2 instruments  require more management judgment and subjectivity
          as compared to Level 1 instruments.


          Level 3

          Level 3  applies  to  assets  and  liabilities  for  which  there  are
          unobservable inputs to the valuation  methodology that are significant
          to the measurement of the fair value of the assets or liabilities. The
          determination of fair value for Level 3 instruments  requires the most
          management judgment and subjectivity.

     Assets  measured at fair value on a recurring  basis were  presented on the
     Company's consolidated balance sheet as of December 31, 2010 as follows:

                                      Fair Value Measurements Using
                               Quoted
                              Prices in
                               Active     Significant
                             Markets For     Other    Significant
                              Identical    Observable Unobservable Balance as of
                             Instruments     Inputs     Inputs     December 31,
                              (Level 1)    (Level 2)   (Level 3)      2010
                             -------------------------------------------------
   Assets:
   Cash equivalents          $  1,770,194  $       -   $     -    $  1,770,194
   -----------------------------------------------------------------------------
   Total assets measured at  $  1,770,194  $       -   $     -    $  1,770,194
    fair value
   -----------------------------------------------------------------------------
   Liabilities:

   Derivative liabilities    $         -   $ 145,159   $     -    $   145,159
   -----------------------------------------------------------------------------
   Total liabilities
    measured at fair value   $         -   $ 145,159   $     -    $   145,159
   -----------------------------------------------------------------------------



<PAGE>


12.  DERIVATIVE LIABILITIES

     The embedded conversion option in the Company's note described in Note 6(b)
     contains a reset  provision  that can cause an adjustment to the conversion
     price if the Company  issues  certain  equity  instruments at a price lower
     than the initial conversion price. The fair value of these liabilities will
     be re-measured at the end of every reporting  period and the change in fair
     value will be reported in our  consolidated  statement of  operations  as a
     gain or loss on derivative financial instruments.

     The following table summarizes the change in derivative liabilities for the
     year ended December 31, 2010 and 2009:

                                                                      $
     Derivative Liabilities at December 31, 2008                         -
     Addition of new derivative liabilities                        753,494
     Conversion of derivative liabilities                         (369,241)
     Change in fair value of derivative liabilities                635,250
     ---------------------------------------------------------------------------
     Derivative Liabilities at December 31, 2009                 1,019,503
     Settlement of derivative liabilities                          (58,150)
     Change in fair value of derivative liabilities               (816,194)
     ---------------------------------------------------------------------------
     Derivative Liabilities at December 31, 2010                   145,159
     ---------------------------------------------------------------------------


     The  Company  used the  Black-Scholes  option  pricing  model to value  the
     embedded  conversion  feature  using the following  assumptions:  number of
     options  as set  forth in the  convertible  note  agreements;  no  expected
     dividend yield;  expected  volatility  ranging from 182% - 228%;  risk-free
     interest  rates ranging from 0.42% - 1.98% and expected  terms based on the
     contractual term.

13.     COMMITMENTS AND CONTINGENCIES

a)   On April 4, 2006, the Company entered into a consulting agreement with a
     term of nine  months  for  consideration  of 75,000  common  shares.  As of
     December 31, 2010,  the Company had issued  37,500 common shares and 37,500
     common shares are still owed to the consultant.

b)   On April 10, 2006, the Company entered into a consulting  agreement with
     a term of one  year  for  consideration  of  75,000  common  shares.  As of
     December 31, 2010,  the Company had issued  37,500 common shares and 37,500
     common shares are still owed to the consultant.

c)   During  the year  ended  December  31,  2010,  BioCurex  China
     entered into a lease agreement with a third party with a term from February
     15, 2009 to February 1, 2012 in consideration of $78,200 RMB (approximately
     $11,885 USD) at December 31, 2010 to paid annually.



<PAGE>


14. INCOME TAXES

     The Company has adopted the provisions of ASC 740,  "Accounting  for Income
     Taxes".  Pursuant  to ASC 740 the  Company is required to compute tax asset
     benefits for net operating losses carried forward. The potential benefit of
     net operating losses have not been recognized in the consolidated financial
     statements  because  the Company  cannot be assured  that it is more likely
     than not that it will utilize the net operating  losses carried  forward in
     future years.

     The Company has  incurred  operating  losses of  approximately  $14,435,298
     which,  if unutilized,  will expire  through to 2030.  Future tax benefits,
     which may arise as a result of these  losses,  have not been  recognized in
     these  consolidated  financial  statements,  and  have  been  offset  by  a
     valuation allowance. The following table lists the fiscal year in which the
     loss was incurred and the expiration date of the loss.

            Year                            Net     Expiration
          Incurred                         Loss       Date
          --------                         ----       ----

          2000                          $    24,052   2020
          2001                              793,976   2021
          2002                              231,928   2022
          2003                            1,120,379   2023
          2004                            1,400,412   2024
          2005                            1,645,391   2025
          2006                            1,888,080   2026
          2007                            2,327,750   2027
          2008                            1,050,348   2028
          2009                            2,221,456   2029
          2010                            1,731,526   2030
                                        -----------
                                        $14,435,298
                                        -----------



     The Company is subject to United  States federal and state income
     taxes at an approximate  rate of 35%. The  reconciliation  of the provision
     for income taxes at the  United  States  federal  statutory  rate
     compared to the Company's income tax expense as reported is as follows:

                                                  Year Ended      Year Ended
                                                 December 31,    December 31,
                                                     2010            2009
                                                      $                $

     Income tax recovery at statutory rate          1,137,405        1,226,417

     Accretion of discount on debt                   (214,844)        (130,542)
     Derivative gain/loss                             285,668         (222,338)
     Loss on convertible debt modification                  -          174,301
     Stock based compensation                        (567,778)        (144,400)
     Financing costs                                  (33,277)        (129,353)
     Other                                             15,630            6,400
     Expiry of losses                                 (31,483)               -
     Valuation allowance change                      (591,321)        (780,485)
     --------------------------------------------------------------------------
     Provision for income taxes                             -              -
     --------------------------------------------------------------------------


<PAGE>


14. INCOME TAXES (continued)

     The significant components of deferred income tax assets and liabilities as
     at December 31, 2010 and 2009 are as follows:

                                                  December 31,     December 31,
                                                      2010             2009
                                                        $                $
                                                  ------------------------------

     Net operating loss carryforward                 5,052,354        4,477,802
     Intangible assets                                  52,012           35,243
     Valuation allowance                            (5,104,366)      (4,513,045)
     ---------------------------------------------------------------------------
     Net deferred income tax asset                           -              -
     ---------------------------------------------------------------------------

15.   SUBSEQUENT EVENTS

a)   In January 2011,  the Company issued 500,000 shares of common stock to a
     vendor to settle accounts payable of $35,000.

b)   In January  2011,  the Company  entered into a consulting  agreement for
     investor relation consulting services ending May 31, 2011. The Company
     agreed to issue 500,000 restricted common shares on the agreement date and
     issue up to 4,500,000  restricted shares which will be held in custody by
     the Company subject to certain performance conditions. The Company has the
     option to issue cash rather than shares based on a formula specified in the
     agreement.

16.   RESTATEMENT


     The Company has restated the December 31, 2009 financial  statements due to
     an error in the  accounting  for the  conversion  feature  embedded  in the
     convertible  note described in Note 6(b).  The Company  entered into a loan
     modification agreement, dated as of August 31, 2009, with the debt holders.
     The  present  value of the cash  flows  under the terms of the July 1, 2009
     debt  instrument  was greater than 10% different from the November 26, 2008
     debt  instrument.  As a  result,  in  accordance  with  ASC  470-50  Debt -
     Modifications  and  Extinguishments,  the  Company  deemed the terms of the
     amendment to be  substantially  different and treated the November 26, 2008
     convertible notes extinguished and exchanged for new convertible notes. The
     fair  value of the July 1, 2009  Notes was  recorded  at July 1,  2009.  In
     accordance with ASC 470-20,  the Company  determined there was no intrinsic
     value to the conversion  feature and thus no beneficial  conversion feature
     and the Company  recorded a discount  equal to the  difference  of the face
     value of the new note and the  present  value of the  revised  cash  flows.
     After  further  review,  the Company  has  determined  that the  conversion
     feature should have been  classified as derivative  liability.  The Company
     has  recorded  the fair value of the  derivative  liability  on the date of
     issuance and the change in fair value of the derivative  liability for each
     subsequent balance sheet date.




<PAGE>


16. RESTATEMENT (continued)

    The following tables reflect the adjustment and restated amounts:


                                December 31, 2009
                                  As Previously                December 31, 2009
                                     Reported     Adjustment      As Restated
                                        $             $                 $
                                ----------------- ----------   ----------------
   Consolidated Balance Sheets

   Current Liabilities
     Derivative liabilities             39,966     732,588  (a)
                                                   616,190  (b)
                                                  (369,241) (d)      1,019,503
   Long Term Liabilities
     Convertible debt                1,411,801      48,251  (c)
                                                  (261,053) (e)      1,198,999


   Stockholders' Equity

     Additional Paid-in Capital     17,476,322     369,241  (d)     17,845,563

     Retained Earnings            (19,435,244)  (1,135,976)        (20,571,220)




                                   Period from
                                  January 1, 2001                  Period from
                                     (Date of                    January 1, 2001
                                  Inception) to                     (Date of
                                   December 31,                  Inception) to
                                       2009                       December 31,
                                  As Previously                       2009
                                     Reported     Adjustment      As Restated
                                        $             $                  $
   Consolidated Statements of
   Operations and Other
   Comprehensive Loss

     Accretion of discounts on
     debt                          (3,265,883)    (48,251)   (c)   (3,314,134)
     Loss on derivative                           616,190)
     financial instruments            (98,728)   (471,535)   (b)     (714,918)
     Gain (loss) on
     extinguishments of
     convertible debt                   96,626   (471,535)   (e)     (374,909)


     Net Loss                     (19,435,244)   (616,190)   (b)
                                                  (48,251)   (c)
                                                 (471,535)   (e)  (20,571,220)

     Total Comprehensive Loss     (19,435,244)   (616,190)   (b)
                                                  (48,251)   (c)
                                                 (471,535)   (e)  (20,571,220)




<PAGE>


16. RESTATEMENT (continued)



                                    Year Ended
                                   December 31,
                                       2009                       Year Ended
                                  As Previously                December 31, 2009
                                     Reported     Adjustment      As Restated
                                        $             $                $
   Consolidated Statements of
   Operations and Other
   Comprehensive Loss

     Accretion of discounts on
      debt                           (324,727)    (48,251)   (c)     (372,978)
     Loss on derivative                           616,190)
      financial instruments           (19,060)   (471,535)   (b)     (635,250)
     Gain (loss) on
      extinguishments of
      convertible debt                969,538    (471,535)   (e)       498,003

     Net Loss                      (2,368,072)   (616,190)   (b)
                                                  (48,251)   (c)
                                                 (471,535)   (e)   (3,504,048)


     Total Comprehensive Loss      (2,352,543)   (616,190)   (b)
                                                  (48,251)   (c)
                                                 (471,535)   (e)   (3,488,519)



     (a) To  record  fair  value of  derivative  liabilities  upon  issuance  of
         convertible notes.

     (b) To record change in fair value of the derivative liabilities.

     (c) To adjust the discount and accretion on the convertible note.

     (d) To record conversion of derivative liability upon conversion of debt.

     (e) To  revise   accounting  for  modification  of  convertible  debt  for
         derivative included in modified convertible debt.


<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 31st day of March 2011.

                                        BIOCUREX, INC.


                                     By:/s/ Ricardo Moro
                                        -------------------------------------
                                        Dr. Ricardo Moro - Principal Executive
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/ Ricardo Moro
----------------------          Principal Executive        March 31, 2011
Dr. Ricardo Moro                Officer and a Director


/s/ Gladys Chan
----------------------          Principal Financial        March 31, 2011
Gladys Chan                     and Accounting Officer


/s/ Antonia Bold-de-Haughton
----------------------------    Director                   March 31, 2011
Antonia Bold-de-Haughton


/s/ Denis Burger
----------------------          Director                   March 31, 2011
Denis Burger


/s/ Phil Gold
----------------------          Director                   March 31, 2011
Dr. Phil Gold


/s/ Jim Walsh
----------------------          Director                   March 31, 2011
Jim Walsh

<PAGE>



                                 BIOCUREX, INC.


                                    FORM 10-K

                                    EXHIBITS





<PAGE>