SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
 (Mark One)

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

For the Fiscal Year Ended December 31, 2001
                                       OR
( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                EXCHANGE ACT OF 1934

Commission File No. 0-26947

                       WHISPERING OAKS INTERNATIONAL, INC.
            ----------------- -------------------------------------
                 (Name of Small Business Issuer in its charter)

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

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

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

                                  Common Stock
                                (Title of Class)

Check whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days.
                                        X
                                     YES NO

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

The aggregate market value of the voting stock held by non-affiliates of the
Company (10,875,389 shares) based upon the closing price of the company's common
stock on March 20, 2001, was approximately 9,450,000.

The Company's revenues for the most recent fiscal year were $255,368.

As of March 21, 2002 the Company had 11,814,686 issued and outstanding shares of
common stock.


<PAGE>


                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS

      The Company was incorporated in December 1997. Prior to February 20, 2001
the Company was engaged in the acquisition and sale of thoroughbred racing
horses. As of December 31, 2000 the Company owned one thoroughbred horse.

      In February 2001 the Company ceased its business activities relating to
the acquisition and sale of thoroughbred race horses.

      On February 21, 2001, the Company issued 150,000 (1,950,000 post split)
shares of its common stock to acquire all of the issued and outstanding shares
of Lagostar Trading S.A. At the time of this acquisition, Lagostar Trading owned
certain technology and patents which relate to the early detection of cancer.

      On March 1, 2001 the Company's Board of Directors declared a 13:1 forward
stock split.

      On March 25, 2001 the Company acquired the following assets from Curex
Technologies Inc. in consideration for the assumption by the Company of
promissory notes in the amount of $2,326,869 which were payable by Curex to
various third parties.

                        Patents                $     204,815
                        Property Technology          993,022
                        Goodwill                     871,715
                        Cash                         129,032
                        51% interest in BioLargo
                           Technologies, Inc.        128,285
                                                ------------

                              Total:             $ 2,326,869
                                                 ===========

      In May 2001, the Company issued 1,544,404 shares of its common stock in
payment of the notes, plus accrued interest, which the Company assumed in
connection with the acquisition of assets from Curex Technologies.

Cancer Detection Kit

      As a result of the Company's acquisition of technology in February and
March 2001 the Company owns the patents and intellectual properties relating to
certain technology which can be used to detect cancer. Accurate and timely
diagnosis is the vital first step in managing cancer. The cancer diagnostics
market is presently estimated at $4 billion per year.

      A principal goal of cancer research is to differentiate cancer cells from
healthy cells. One way to achieve this goal is to detect molecules (markers)
that are present on cancer cells but not on healthy cells. The Company's
technology relates to the RECAF(TM) marker, which can be used in blood and
tissue tests to determine if a patient has cancer. These tests can also be used
on a regular basis for the early detection of recurring cancer, thereby allowing
a more effective treatment of cancer patients. The RECAF(TM) marker has been
found in all tissues studied, including breast, lung, stomach and prostate.


<PAGE>

      The Company's cancer detection kit for tissues (Histo-RECAF(TM)) stains
cancer cells thereby allowing a pathologist to easily see the cancer cells with
the use of a microscope.

      The Company's Histo-RECAF(TM) kit was sent to independent laboratories and
researchers for testing on a significant number of breast tissue samples
selected at random. The samples included malignant, benign (fibroadenomas) and
dysplastic (benign diffuse growth) specimens. On June 12, 2001 the Company
received confirmation from the first of these laboratories indicating that 100%
of breast cancers tested positive with the kits. Benign tumors and other
non-malignant breast tissues were also studied with the Company's cancer
detection kit and the Company's technology correctly indicated that none of
these tissues were positive. Furthermore, several in-situ carcinomas (the
earliest stage of cancer) tested positive. (The Company believes that the 100%
confirmation figure might be slightly less as the number of cases increases.)

      At present, no other marker provides this level of detection for breast
cancer.

      The test results are not only important in reference to the product
itself, but also validate, in a demonstrable way, the RECAF(TM) system and its
potential for other uses, such as serum testing, imaging and cancer cell
targeting in general, which are currently being developed.

      In July 2001, the Company filed for FDA approval of its Histo-RECAF(TM)
kit in the USA and to the Health Products and Food Branch division in Canada.
The latter received approval under License No. 31198 in August 2001. Although
the FDA approval is only required for the United States market, FDA approval
will add credibility when negotiating with overseas distributors.

      The Company is currently in the process of producing, marketing and
licensing its Histo-RECAF(TM) diagnostic kit. As part of the Company's marketing
plan, each overseas distributor will be responsible for obtaining regulatory
approvals required in its territory. The Company expects to charge each
distributor an initial distribution fee as well as a percentage of each sale
made by the distributor. A distributor will have exclusive distribution rights
in his territory provided minimum sales levels are reached. As of March 31,
2002, the Company had not generated any revenues from the sale of its cancer
detection kits. The Company anticipates that its cancer detection kit will first
be available for sale by the third quarter of 2002 and will sell for
approximately $400 per kit.

BioLargo Technologies, Inc.

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

      During the year ended December 31, 2001, BioLargo Technologies had sales
of $255,368.


<PAGE>


      In August of 2001, BioLargo Technologies announced the signing of a
three-year product purchase and marketing agreement with Blood Systems, a
non-profit community blood provider. Blood Systems, based in Scottsdale,
Arizona, is the parent organization of BioCARE, Blood Systems Laboratories and
United Blood Services, with 70 regional blood centers and community donor
centers serving patients in 18 states.

      There are approximately 25 million blood products distributed for
transfusion each year. The transport of hazardous materials and potentially
infectious substances is regulated by the Department of Transportation. Based
upon the terms of the marketing agreement, BioCARE, a division of Blood Systems,
is the sole-source provider of the Biolargo absorbent pad and its related
packaging for the transport of blood products in the United States and Canada.

      BioLargo Technologies, headquartered in Rancho Santa Margarita,
California, develops products which make Institutional University Precautions
safety features available for the general population.

ITEM 2.     DESCRIPTION OF PROPERTY

The Company's executive offices are located at 7080 River Road, Suite 215
Richmond, BC and consist of 5,000 square feet of space. The Company's offices
are rented for $3,165 per month pursuant to a lease which expires on May 31st.
2003.

The company also has a sales and marketing office located at 30211 Avenida de
las Banderas, suite 201, Rancho Santa Margarita, California, USA. The Company
leases this space for $2,100 per month. The lease on this space expires in May
2002.

ITEM 3.     LEGAL PROCEEDINGS

None.

ITEM 4.     SUBMISSION OF MATTERS TO SHAREHOLDERS' VOTE

None.

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

      As of March 31, 2002 there were approximately 165 record holders of the
Company's common stock. The Company's common stock is traded on the OTC Bulletin
Board. Set forth below are the range of high and low quotations for the
Company's common stock for the periods indicated as reported by the NASD. The
market quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commissions and may not necessarily represent actual transactions. The
Company's common stock began trading on March 30, 2001.



<PAGE>


         Quarter Ending                High             Low

           3/31/01                     3.88             3.50
           6/30/01                     5.50             1.75
           9/30/01                     5.88             1.95
          12/31/01                     2.24             0.81

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

      During the months three ended December 31, 2001 the Company sold 88,260
shares of its common stock, plus warrants, to two investors for $96,490. The
Company relied upon the exemption provided by Section 4(2) of the Securities Act
of 1933 in connection with the issuance of these shares.

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

In February 2001 the Company discontinued its former business, which was the
purchase and sale of race horses. Since that time, the Company has been involved
in developing its cancer detection kits. As a result, financial information for
comparative periods in the year 2000 is not presented since financial
information prior to February 2001 reflects the operations of a business which
has been discontinued by the Company.

      In July 2001, the Company filed for FDA approval of its Histo-RECAF(TM)
kit in the USA. The Health Products and Food Branch division in Canada approved
the Company's Histo-RECAF(TM) kit in August 2001.

      The Company is in the process of producing, marketing and licensing its
Histo-RECAF(TM) diagnostic kit. As of March 31, 2002, the Company had not
generated any revenues from the sale of its cancer detection kits. The Company
anticipates that its cancer detection kits will first be available for sale by
the third quarter of 2002.

      The Company has a 51% interest in BioLargo Technologies, Inc. During the
year ended December 31, 2001, BioLargo Technologies had sales of $253,688.

      During the twelve months ending December 31, 2002 the Company anticipates
that its capital requirements will be as follows:

      Research and Development - Cancer Detection Kits       $1,500,000
      Research and Development - BioLargo Technologies, Inc.    500,000
      Payment of Outstanding Liabilities                        500,000
      General and Administrative Expenses                       760,000
      Marketing and Promotion                                   500,000


<PAGE>

                                                             ----------
                  Total:                                     $3,760,000
                                                             ==========

      The Company does not have any bank lines of credit, or any other
traditional financing arrangements. The Company expects to obtain additional
capital through the private sale of the Company's common stock or from
borrowings from private lenders or financial institutions. There can be no
assurance that the Company will be successful in obtaining any additional
capital needed for its operations.

ITEM 7.     FINANCIAL STATEMENTS.

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

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

      Effective May 2, 2001 the Company retained Merdinger, Fruchter to act as
the Company's independent certified public accountants. In this regard,
Merdinger, Fruchter replaced Scott W. Hatfield as the Company's independent
certified public accountant. The Company replaced Mr. Hatfield with Merdinger,
Fruchter as a result of the change in the Company's management and the
relocation of the Company's offices from Texas to California. Mr. Hatfield
audited the Company's financial statements for the fiscal years ended December
31, 1999 and 2000. The report of Mr. Hatfield for these fiscal years did not
contain an adverse opinion, or disclaimer of opinion and was not qualified or
modified as to audit scope or accounting principles. However, the report of Mr.
Hatfield for these fiscal years was qualified with respect to uncertainty as to
the Company's ability to continue as a going concern. During the Company's two
most recent fiscal years and subsequent interim period ending May 2, 2001, there
were no disagreements with Mr. Hatfield on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of Mr. Hatfield would
have caused him to make reference to such disagreements in his report.

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

      During the two most recent fiscal years and subsequent interim period
ending May 2, 2001, the Company did not consult Merdinger, Fruchter regarding
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, or any matter that was the subject of a
disagreement or a reportable event as defined in the regulations of the
Securities and Exchange Commission.

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

    Information concerning the Company's Officers and Directors follows:



<PAGE>


      Name                    Age       Position

      Dr. Paul Slowey, PhD.    46       Chief Executive Officer
      Dr. Ricardo Moro-Vidal   49       President and a Director
      Dr. Gerald Wittenberg    49       Chairman, Secretary/Treasurer/Director
      D. Bruce Horton          57       Chief Financial Officer
      Dr. Phil Gold, PhD       64       Director

      Each director holds officer until his successor is duly elected by the
stockholders. The Company's officers serve at the pleasure of the Board of
Directors.

     Dr. Paul Slowey,  PhD. has been the Company's Chief Executive Officer since
April 2002.  Between  September 2001 and April 2002 Dr. Slowey was the Company's
Vice  President of  Marketing.  From 1984 to 1990,  Dr. Slowey worked as Project
Leader in the Drug  Discovery  program at a major  pharmaceutical  manufacturer,
Sterling  Drug Inc.  (now  Sanofi-Winthrop).  Dr.  Slowey then spent seven years
(from  1990 to  1996)  with  Incatar  Corporation,  a  manufacturer  of  medical
diagnostic products, as Director of the International Sales Division.  From 1996
to 1999,  Dr. Slowey  served as Chief  Operating  Officer and Vice  President of
Sales and Marketing for Saliva  Diagnostic  tests. His most recent  appointment,
before joining BioCurex Inc. was with Ora Sure  Technologies,  Inc., the world's
leading  developer of oral fluid  diagnostic  tests where he was employed as the
Director of International Sales and Marketing.

     Dr.  Ricardo  Moro-Vidal,  MD. - has been an officer  and  director  of the
Company since March 2001.  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  materno-fetal
immunology.  From 1989 to 1996 was engaged in various  entrepreneurial  ventures
relating  to  diagnostics  and   instrumentation.   In  1996  he  founded  Curex
Technologies Inc., where he further developed the RECAF cancer marker concept.

     Dr. Gerald  Wittenberg  D.M.D.,MS.  has been an officer and director of the
Company  since  March  2001.  Dr.   Wittenberg  is  a  specialist  in  Oral  and
Maxillofacial  Surgery  and  has  been  in  private  practice  since  1981.  Dr.
Wittenberg has extensive experience in financing of new companies, with specific
interest in public company development. He has held directorships in both public
and private companies.

     Mr. D. Bruce  Horton,  CGA. has been an officer of the Company  since March
2001. In 1986 Mr. Horton co-founded  Clearly Canadian  Beverage  Corporation and
was Chief Financial Officer and Director until April 1997. From 1997 to present,
Mr. Horton has acted as a management and financial consultant to various private
and public companies.

     Dr. Phil Gold,  C.C.,  O.Q., MD., PhD. - has been a director of the Company
since March of 2001 as well as the Chairman of the Scientific Advisory Board.

      From 1978 to 1980 was Director of the McGill Cancer Centre in Montreal,
Quebec. From 1980 to 1984 Dr. Gold 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.

<PAGE>


      His present positions include Physician-in-Chief, Department of Medicine,
The Montreal General Hospital; Professor of Medicine, McGill University;
Professor, Departments of Physiology and Oncology, McGill University and the
Director of the McGill University Medical Clinic at the Montreal General
Hospital .

      The assay for CEA (Carcinoembryonic Antigens) developed by Dr. Gold, has
become the most used marker for human cancer diagnosis and monitoring.

ITEM 10.    EXECUTIVE COMPENSATION

The following table sets forth in summary form the compensation received by (i)
the Chief Executive Officer of the Company and (ii) by each other executive
officer of the Company who received in excess of $100,000 during the fiscal year
ended December 31, 2001. The Company does not have a Compensation Committee.

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


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


Dr. Strathearn Wilson    2001    $22,784    --      --         --       --      --
Chief Executive Officer
  Between March 2001
  and April 2002

</TABLE>


(1)  The dollar value of base salary (cash and non-cash) received.
(2)  The dollar value of bonus (cash and non-cash) received.
(3)  Any other annual compensation not properly  categorized as salary or bonus,
     including perquisites and other personal benefits, securities or property.
(4)  During  the  periods  covered  by the  table,  the  value of the  shares of
     restricted  stock issued as compensation for services to the persons listed
     in the table.
(5)  The shares of Common  Stock to be received  upon the  exercise of all stock
     options  granted  during the periods  covered by the Table.  Subsequent  to
     December 31, 2001, and as explained  elsewhere in this report,  the Company
     granted options to its officers and directors.
(6)  All other compensation  received that the Company could not properly report
     in any other column of the Table including annual Company  contributions or
     other  allocations to vested and unvested defined  contribution  plans, and
     the dollar value of any  insurance  premiums  paid by, or on behalf of, the
     Company  with respect to term life  insurance  for the benefit of the named
     executive  officer,  and the  full  dollar  value of the  remainder  of the
     premiums paid by, or on behalf of, the Company.

Employment Contracts

     The Company has an employment  contract with Dr. Paul Slowey.  Dr. Slowey's
contract provides for an annual salary of $100,000  (commencing  September 2001)
and expires in September of 2003.



<PAGE>


Long Term Incentive Plans - Awards in Last Fiscal Year

         None.

Employee Pension, Profit Sharing or Other Retirement Plans

         None.

Compensation of Directors

         Standard Arrangements. Currently the Company does not pay its directors
for serving as directors. The Company has no standard arrangement pursuant to
which directors of the Company are compensated for any services provided as a
director or for committee participation or special assignments.

     Other Arrangements.  The Company has granted options to its directors.  See
Stock Options below for additional information concerning options granted to the
Company's directors.

Stock Options

      The following tables set forth information concerning the options granted
during the year ended December 31, 2001 to the Company's officers and directors,
and the fiscal year-end value of all unexercised options (regardless of when
granted) held by these persons.

                Options Granted During Year Ended December 31, 2001

                                   % of Total
                                     Options
                        Options     Granted to     Price Per      Expiration
 Name                  Granted (#)   Employees       Share          Date
------                 -----------  ----------     ---------      ----------

Dr. Gerald Wittenberg    252,278       100%          $0.50        12/31/03


                    Option Exercises and Year-End Option Values

                                                           Value (in $) of
                                                           Unexercised
                                           Number of       In-the-Money
                                           Unexercised     Options at
                   Shares                  Options (3)     December 31, 2001 (4)
                 Acquired On     Value     Exercisable/    Exercisable/
Name            Exercise (1)  Realized (2) Unexercisable   Unexercisable
----            ------------  ------------ -------------   ---------------------

Dr. Gerald
 Wittenberg           --           --        252,278/--       $80,730/--

      The following tables set forth information concerning the options granted
during the four months ended April 30, 2002 to the Company's officers and
directors, and the value of all unexercised options (regardless of when granted)
held by these persons as of April 30, 2002.



<PAGE>


              Options Granted During Four Months Ended April 30, 2002

                                   % of Total
                                     Options
                        Options     Granted to     Price Per      Expiration
 Name                  Granted (#)   Employees       Share          Date
------                 -----------  ----------     ---------      ----------

Dr. Paul Slowey          100,000        4.5%        $1.00         11/01/04
Dr. Ricardo Moro-Vidal   600,000       26.9%        $1.00         11/01/04
Dr. Gerald Wittenberg    600,000       26.9%        $1.00         11/01/04
Mr. D. Bruce Horton       75,000        3.4%        $1.00         11/01/04
Dr. Phil Gold            130,000        5.8%        $1.00         11/01/04

                           Option Exercises and Values

                                                           Value (in $) of
                                                           Unexercised
                                           Number of       In-the-Money
                                           Unexercised     Options at
                   Shares                  Options (3)     April 30, 2002 (4)
                 Acquired On     Value     Exercisable/    Exercisable/
Name            Exercise (1)  Realized (2) Unexercisable   Unexercisable
----            ------------  ------------ -------------   ---------------------

Dr. Paul Slowey         --           --       --/100,000             --/--
Dr. Ricardo Moro-Vidal  --           --       --/600,000             --/--
Dr. Gerald Wittenberg   --           --       --/600,000             --/--
Mr. D. Bruce Horton     --           --      --/  75,000             --/--
Dr. Phil Gold           --           --       --/130,000             --/--

(1) The number of shares received upon exercise of options during the four
    months ended April 30, 2002.

(2) With respect to options exercised during the Company's four months ended
    April 30, 2002, the dollar value of the difference between the option
    exercise price and the market value of the option shares purchased on the
    date of the exercise of the options.

(3) The total number of unexercised options held as of April 30, 2002, separated
    between those options that were exercisable and those options that were not
    exercisable.

(4) For all unexercised options held as of April 30, 2002, the market value of
    the stock underlying those options as of April 30, 2002.

Stock Option and Bonus Plans

         The Company has a Non-Qualified Stock Option Plan and a Stock Bonus
Plan. A summary description of these Plans follows. In some cases these Plans
are collectively referred to as the "Plans".



<PAGE>


Non-Qualified Stock Option Plan

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

Stock Bonus Plan

    Under the Stock Bonus Plan, the Company's employees, directors, officers,
consultants and advisors are eligible to receive a grant of the Company's
shares, provided however that bona fide services must be rendered by consultants
or advisors and such services must not be in connection with the offer or sale
of securities in a capital-raising transaction.

Other Information Regarding the Plans

    The Plans are administered by the Company's Board of Directors. The
Directors serve for a one-year tenure and until their successors are elected. A
Director may be removed at any time by the vote of a majority of the Company's
shareholders. Any vacancies which may occur on the Board of Directors may be
filled by the Board of Directors. The Board of Directors is vested with the
authority to interpret the provisions of the Plans and supervise the
administration of the Plans. In addition, the Board of Directors is empowered to
select those persons to whom shares or options are to be granted, to determine
the number of shares subject to each grant of a stock bonus or an option and to
determine when, and upon what conditions, shares or options granted under the
Plans will vest or otherwise be subject to forfeiture and cancellation.

    In the discretion of the Board of Directors, any option granted pursuant to
the Plans may include installment exercise terms such that the option becomes
fully exercisable in a series of cumulating portions. The Board of Directors may
also accelerate the date upon which any option (or any part of any options) is
first exercisable. Any shares issued pursuant to the Stock Bonus Plan and any
options granted pursuant to the Incentive Stock Option Plan or 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
the Company or the period of time a non-employee must provide services to the
Company. At the discretion of the Board of Directors payment for the shares of
common stock underlying options may be paid through the delivery of shares of
the Company's common stock having an aggregate fair market value equal to the
option price, provided such shares have been owned by the option holder for at
least one year prior to such exercise. A combination of cash and shares of
common stock may also be permitted at the discretion of the Board of Directors.

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


<PAGE>

    The Board of Directors of the Company may at any time, and from time to
time, amend, terminate, or suspend one or more of the Plans in any manner they
deem appropriate, provided that such amendment, termination or suspension will
not adversely affect rights or obligations with respect to shares or options
previously granted. The Board of Directors may not without shareholder approval
make any amendment which would materially modify the eligibility requirements
for the Plans or materially increase in any other way the benefits accruing to
employees who are eligible to participate in the Plans.

Summary

    The following sets forth certain information, as of April 30, 2002,
concerning the stock options and stock bonuses granted by the Company. Each
option represents the right to purchase one share of the Company's Common Stock.

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

Non-Qualified Stock
 Option Plan               2,500,000   2,230,000       N/A          270,000
Stock Bonus Plan           1,000,000         N/A        --        1,000,000

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

     The following table sets forth, as of May 15, 2002, information with
respect to the shareholdings of (i) each person owning beneficially 5% or more
of the Company's Common Stock (ii) each officer and director of the Company
(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. Paul Slowey                          --                 --
     3003 NE 164th Street
     Ridgefield, Washington 98642

     Dr. Ricardo Moro-Vidal                   --                 --
     1007-1625 West 13th Avenue
     Vancouver, British Columbia
     Canada  V6J 2E9

     Dr. Gerald Wittenberg               519,429              4.43%
     6857 Churchill Street
     Vancouver, British Columbia
     Canada  V6P 5B4


<PAGE>

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

     D. Bruce Horton                     335,607              2.86%
     303-543 Granville
     Vancouver, British Columbia
     Canada  V6C 1X8

     Dr. Phil Gold                            --                 --
     3225 The Boulevard
     Westmount, Quebec
     Canada  H3Y 1S4

     All Officers and Directors
     as a Group (2  persons)             855,036             7.29%

(1) Excludes shares issuable upon the exercise of options granted to the
    following persons.

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

         Dr. Paul Slowey                100,000                     $1.00
         Dr. Ricardo Moro-Vidal         600,000                     $1.00
         Dr. Gerald Wittenberg          252,278                     $0.50
         Dr. Gerald Wittenberg          600,000                     $1.00
         Mr. D. Bruce Horton             75,000                     $1.00
         Dr. Phil Gold                  130,000                     $1.00

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     As of December 31, 2000 the Company was engaged in the acquisition and sale
of  thoroughbred  racing  horses.  As of December 31, 2000 the Company owned one
thoroughbred  horse and had 2,525,000  outstanding  shares of common stock.  The
officers and  directors of the Company at that time were Kevin B. Halter,  Kevin
B. Halter Jr., and Pam J.  Halter.  The Halter's  collectively  owned  1,900,000
shares of the Company's common stock.

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

      On February 21, 2001, the Company issued 150,000 (1,950,000 post split)
shares of its common stock to acquire all of the issued and outstanding shares
of Lagostar Trading S.A. At the time of this acquisition, Lagostar Trading owned
certain technology and patents which relate to the early detection of cancer.

      On March 1, 2001 the Company's Board of Directors declared a 13:1 forward
stock split.




<PAGE>

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

      On March 25, 2001 the Company acquired the following assets from Curex
Technologies Inc. in consideration for the assumption by the Company of
promissory notes in the amount of $2,326,869 which were payable by Curex to
various third parties. At the time of this acquisition, Dr. Ricardo Moro-Vidal,
an officer and director of the Company, was the president and sole shareholder
of Curex Technologies, Inc.

                        Patents                $     204,815
                        Property Technology          993,022
                        Goodwill                     773,480
                        Cash                         129,032
                        51% interest in BioLargo
                           Technologies, Inc.        226,520
                                                ------------
                              Total              $ 2,326,869
                                                 ===========

      On April 20, 2001, Mr. Martinelli, as the Company's sole director,
appointed Ricardo Moro-Vidal, Gerald Whittenberg and Phil Gold as directors.
Following these appointments, Mr. Martinelli resigned as an officer and a
director.

      In May 2001, the Company issued 1,544,404 shares of its common stock in
payment of the notes, plus accrued interest, which the Company assumed in
connection with the acquisition of assets from Curex Technologies.

      During the year ended December 31, 2001 Pacific BioSciences Research
Centre performed all scientific research and development work on behalf of the
Company. Pacific BioSciences Research Centre is owned 100% by Dr. Ricardo
Moro-Vidal. Pacific BioScience Research Centre charged BioCurex Inc. $165,000
for these services during the year ended December 31, 2001.

      On December 18, 2001, Dr. Gerald Wittenberg was issued warrants to
purchase 252,278 shares of the Company's common stock at $0.50 per share. These
warrants, which expire on February 15, 2004, were issued as additional
consideration for advances made by Dr. Gerald Wittenberg to the Company totaling
$252,278.

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
Number      Exhibit Name

3.1   Certificate of Incorporation                                    (1)
                                                                --------------

3.2   Bylaws                                                          (1)
                                                                --------------


<PAGE>


Exhibit
Number      Exhibit Name

10.1  Stock Purchase Agreement relating to the acquisition of
            Lagostar Trading S.A.                                     (2)
                                                                --------------

10.2      Asset Purchase Agreement with Curex Technologies, Inc.
                                                                  ------------



(1)  Incorporated by reference to the same exhibit filed with the Company's
     registration statement on Form 10-SB.

(2)  Incorporated by reference to Exhibit 10.2 filed with the Company's 8-K
     report dated February 20, 2001.

      The Company did not file any reports on Form 8-K during the three months
ended December 31, 2001.


















<PAGE>


















                        WHISPERING OAKS INTERNATIONAL, INC.
                                 AND SUBSIDIARY
                               (DBA BIOCUREX, INC.)

                        CONSOLIDATED FINANCIAL STATEMENTS

                            DECEMBER 31, 2001 AND 2000





<PAGE>





                WHISPERING OAKS INTERNATIONAL, INC. AND SUBSIDIARY
                               (DBA BIOCUREX, INC.)
                        CONSOLIDATED FINANCIAL STATEMENTS
                            DECEMBER 31, 2001 AND 2000




                                      INDEX



Independent Auditors' Report                                        1


Consolidated balance sheets                                         2


Consolidated statements of operations                               3


Consolidated statements of comprehensive loss                       4


Consolidated statement of stockholders' equity (deficiency)         5


Consolidated statements of cash flows                             6 - 7


Notes to consolidated financial statements                        8 - 18




<PAGE>









                          INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying balance sheet of Whispering Oaks International,
Inc. and Subsidiary as of December 31, 2001, and the related statements of
operations, stockholders' equity (deficiency) and cash flows for the year then
ended. Our responsibility is to express an opinion on these financial statements
based on our audit. The financial statements of Whispering Oaks International,
Inc. as of December 31, 2000 were audited by other auditors, whose report dated
January 9, 2001, on those statements included an explanation paragraph
describing conditions that raised substantial doubt about the Company's ability
to continue as a going concern.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 consolidated
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Whispering Oaks International,
Inc. and Subsidiary as of December 31, 2001, and the results of its operations
and its cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company has incurred a loss from operations, has a
negative cash flow from operations, and a working capital deficiency which
raises substantial doubt about its ability to continue as a going concern.
Management's plans concerning these matters are also discussed in Note 9. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.



                                    MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                                    Certified Public Accountants

Los Angeles, California
April 11, 2002



<PAGE>


                WHISPERING OAKS INTERNATIONAL, INC. AND SUBSIDIARY
                               (DBA BIOCUREX, INC.)
                           CONSOLIDATED BALANCE SHEETS




                                                              December 31,
                                                         -----------------------
                                                           2001        2000

(Restated)
   ASSETS
CURRENT ASSETS
Cash and cash equivalents                                $  20,531    $  14,222
Inventory                                                   37,457            -
                                                         ---------    ---------
   Total current assets                                     57,988       14,222

Property and equipment, net of accumulated depreciation
 of $306 and $-0-                                            1,222            -

Goodwill, net of accumulated amortization of
 $38,675 and $-0-                                          833,040            -

Livestock, net of accumulated depreciation
 of $-0- and $185                                                -       13,128

Patents, net of accumulated amortization of
 $29,960 and $-0-                                          441,717            -

Intellectual property, net of accumulated amortization
 of $243,150 and $-0-                                    4,619,872            -
                                                     ---------------------------
     TOTAL ASSETS                                     $  5,953,839   $   27,350
                                                      ============   ==========

   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Accounts payable and accrued expenses             $     422,786   $        -
   Due to related parties                                  328,610       86,525
                                                    --------------   ----------
     Total liabilities                                     751,396       86,525
                                                    --------------  -----------

COMMITMENTS AND CONTINGENCIES                                    -            -

MINORITY INTEREST                                           22,301            -

STOCKHOLDERS' EQUITY (DEFICIENCY)
   Common stock, $.001 par value; 125,000,000 shares
    authorized, 11,814,686 and 8,225,022 shares
    issued and outstanding                                  11,814        8,225
   Additional paid-in capital                            6,627,096       46,775
   Cumulative foreign currency translation adjustment       28,213            -
   Accumulated deficit                                  (1,486,981)   ( 114,175)
                                                     -------------    ----------
     Total stockholders' equity (deficiency)             5,180,142    (  59,165)
                                                     -------------    ----------

     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIENCY)                             $  5,953,839    $  27,350
                                                      ============    ==========


The accompanying notes are an integral part of the consolidated financial
statements.



<PAGE>


                WHISPERING OAKS INTERNATIONAL, INC. AND SUBSIDIARY
                               (DBA BIOCUREX, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS






                                                 2001              2000
                                            ----------------  ----------------
Revenue, net                                       $ 255,368          $     -

Cost of sales                                        134,366                 -
                                            ----------------  ----------------
                                                     121,002                 -
                                            ----------------  ----------------
Gross profit

General and Administrative Expenses
   Depreciation and amortization                     312,605               185
   Professional and consulting fees                  857,673                 -
   Public relations and advertising                  182,780                 -
   Research and development                          165,000                 -
   Travel and entertainment                           70,508                 -
   Advertising                                        11,679                 -
   Executive compensation                                  -             5,000
   Other general and administrative expense           73,552            18,101
                                            ----------------  ----------------
Total general and administrative expenses          1,673,797            23,286
                                            ----------------  ----------------

Loss from operations                              (1,552,795)          (23,286)
                                            ----------------  ----------------

Other expense
   Interest expense                            (       2,525)                -
   Foreign currency exchange loss              (       4,620)                -
                                            ----------------  ----------------
Total other expense                            (      7,145 )                -
                                            ----------------  ----------------

Loss before minority interest                     (1,559,940)          (23,286)

Minority interest                                    187,134                 -
                                            ----------------  ----------------

Loss before provision for income taxes            (1,372,806)          (23,286)

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

Net loss income                                 $ (1,372,806)       $  (23,286)
                                            ================  ================

Net loss per share - basic and diluted          $ (      .12)       $  (   .01)
                                            ================  ================



The accompanying notes are an integral part of the consolidated financial
statements.



<PAGE>


                 WHISPERING OAKS INTERNATIONAL, INC.AND SUBSIDIARY
                               (DBA BIOCUREX, INC.)
                   CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS



                                                       For the Year Ended
                                                          December 31,
                                                   ----------------------
                                                   2001              2000
                                                   ----              ----
COMPREHENSIVE LOSS

 Net Loss                                       $(1,372,806)     $  (23,286)

 Foreign Currency Translation                        28,213               -
Adjustment
                                             ----------------   -------------

COMPREHENSIVE LOSS                              $(1,344,593)     $  (23,286)
                                             ================   =============
































The accompanying notes are an integral part of the consolidated financial
statements.




<PAGE>


                WHISPERING OAKS INTERNATIONAL, INC. AND SUBSIDIARY
                               (DBA BIOCUREX, INC.)
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

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



                                                                                      Total
                                                  Additional                        Stockholders'
                               Common Stock       Paid-in    Accumulated  Foreign     Equity
                             Shares     Amount    Capital     Deficit     Exchange  (Deficiency)
                           ----------- ---------  ---------  -----------  --------  -----------

Balance at December 31,     2,525,000  $  2,525   $ 47,475  $ (90,889)    $    -     $(40,889)
1999
Capital contributed  by a
con-trolling  shareholder
in the Form of executive
compensation                        -         -      5,000          -          -        5,000
Net loss for the year               -         -          -    (23,286)         -      (23,286)
                           ----------- ---------  ---------  -----------  --------  -----------

Balance  at  December  31,
2000                        2,525,000     2,525     52,475   (114,175)         -      (59,175)
Effect of 13 for 1
forward split              30,300,026    30,300    (30,300)         -          -            -

Cancellation of common
stock giving effect to
13 for 1 forward split    (24,600,004)  (24,600)    24,600          -          -            -
                           ----------- ---------  ---------  -----------  --------  -----------
Balance  at  December  31,
2000, restated              8,225,022     8,225     46,775   (114,175)         -      (59,175)

Capital contributed
relating to the
forgiveness of advances
payable                             -         -     59,175          -          -       59,175

Issuance  of common  stock
for patents and intellectual
properties after giving
effect to 13 for 1 forward
split                       1,950,000     1,950  3,898,050          -          -    3,900,000

Issuance of stock in
settlement of notes
payable                     1,544,404     1,544  2,329,701          -          -    2,331,245

Issuance of common stock
 for cash                      84,260        84     96,406          -          -       96,490

Issuance of common stock
 for services                  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 twelve
months ending
December 31, 2000                   -         -          -  (1,372,806)        -   (1,372,806)
                           ----------- ---------  ---------  -----------  --------  -----------

Balance  at  December  31,
2001                       11,814,686  $ 11,814 $6,627,096 $(1,486,981) $ 28,213   $5,180,142
                           ==========  ======== ========== ============ ========   ==========


</TABLE>



The accompanying notes are an integral part of the consolidated financial
statements.



<PAGE>


                WHISPERING OAKS INTERNATIONAL, INC. AND SUBSIDIARY
                               (DBA BIOCUREX, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                         For the Year Ended
                                                           December 31,
                                                      ----------------------
                                                      2001              2000
                                                      ----              ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                           $(1,372,806)    $(23,286)
Adjustments to reconcile net loss to net cash
 used in operating activities:
  Depreciation and amortization                        312,605          185
  Common stock issued for services                      22,000            -
  Executive compensation                                     -        5,000
  Issuance of warrants                                 175,000            -
Changes in certain assets and liabilities:
  Decrease in accounts receivable                          556            -
  Increase in accounts payable                         375,716            -
  Decrease in inventory                                 46,018            -
  Decrease in prepaid expenses                           2,985            -
  Increase in minority interest                       (100,954)           -
                                                      --------      -------
Total cash (used in) operating activities             (538,880)     (18,101)
                                                      --------      -------

CASH FLOWS FROM INVESTING ACTIVITIES
  Increase in property and equipment                    (1,528)          -
  Purchase of livestock                                      -     (13,313)
                                                      --------      -------
Total cash used in investing activities                 (1,528)    (13,313)
                                                      --------      -------

CASH FLOWS FROM FINANCING ACTIVITIES
  Advances from affiliates                                   -       27,600
  Increase in notes payable                            131,763            -
  Issuance of shares for cash                           96,490            -
  Increase in due to related parties                   314,388            -
                                                       -------        -----
Total cash provided by financing activities            542,641       27,600
                                                       -------      -------

Effects of exchange rate                                 4,076            -
                                                     ---------       ------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     6,309       (3,814)

CASH AND CASH EQUIVALENTS - BEGINNING                   14,222       18,036
                                                        ------     --------
CASH AND CASH EQUIVALENTS - ENDING                   $  20,531    $  14,222
                                                     =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for:
     Interest expense                                $       -    $       -
                                                     =========    =========
     Income taxes                                    $       -    $       -
                                                     =========    =========



The accompanying notes are an integral part of the consolidated financial
statements.



<PAGE>


                WHISPERING OAKS INTERNATIONAL, INC. AND SUBSIDIARY
                               (DBA BIOCUREX, INC.)
                 CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)




NON-CASH INVESTING AND FINANCING ACTIVITIES:

o  During the year ended December 31, 2001, the Company transferred livestock
   with a net book value of $13,128 to a related party as payment in full on
   advances received by the Company totaling $72,303. The difference of $59,175
   has been recorded as a contribution to capital.

o  On February 21, 2001, the Company acquired patents and intellectual
   properties with a fair value of $3,900,000 from Lagostar Trading S.A. in
   exchange for 1,950,000 shares of the Company's common stock after giving
   effect to the 13 for 1 forward stock split (see Note 2).

o  On March 25, 2001, the Company acquired certain assets from Curex
   Technologies, Inc. and as consideration also accepted certain notes payable
   totaling $2,326,869 (see Note 2 for a listing of the assets acquired).

o  During the year ended December 31, 2001, the Company issued 1,544,404 shares
   in settlement of notes payable and accrued interest totaling $2,331,245.

o  During the year ended December 31, 2001, the Company issued 11,000 share of
   the Company's common stock for services valued at $22,000.





















The accompanying notes are an integral part of the consolidated financial
statements.



<PAGE>


                 WHISPERING OAKS INTERNATIONAL, INC. AND SUBSIDIARY
                               (DBA BIOCUREX, INC.)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             DECEMBER 31, 2001 AND 2000



NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Basis of Presentation
            The accompanying financial statements include the accounts of
            Whispering Oaks International, Inc. (DBA Biocurex, Inc.) (the
            "Company") incorporated on December 8, 1997 under the laws of the
            state of Texas and its 51%-owned subsidiary BioLargo Technologies,
            Inc. ("Biolargo"), incorporated on May 3, 1999 under the Canada
            Business Corporation's Act (see Note 2b).

            Line of Business
            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 (see Note 7a).
            On February 21, 2001, the Company acquired intellectual properties
            and related patents for cancer diagnostics and therapeutics (see
            Note 2a). The Company is now in the business of developing,
            producing, marketing and licensing cancer diagnostic kits. The
            Company is in the process of changing its name from Whispering Oaks
            International, Inc. to BioCurex, Inc.

            Use of Estimates
            The preparation of financial statements in conformity with
            accounting principles generally accepted in the United States of
            America 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 revenue and
            expenses during the reporting period. Actual results could differ
            from those estimates.

            Revenue Recognition
            Revenue is recognized based upon the accrual method of accounting.
            Revenue is recorded at the time of the sale upon shipment of the
            product.

            Cash and Cash Equivalents
            The Company considers all highly liquid investments purchased with
            original maturities of three months or less to be cash equivalents.

            Concentration of Credit Risk
            Financial instruments that potentially subject the Company to
            concentrations of credit risk are cash and cash equivalents and
            accounts receivable arising from Company's normal business
            activities. The Company routinely assesses the financial strength of
            its customers and, based upon factors surrounding the credit risk,
            establishes an allowance for uncollectible accounts, as a
            consequence, believes that its accounts receivable credit risk
            exposure beyond such allowance is limited. The Company places its
            cash with high quality financial institutions and at times may
            exceed the insured limits.



<PAGE>


                 WHISPERING OAKS INTERNATIONAL, INC. AND SUBSIDIARY
                               (DBA BIOCUREX, INC.)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             DECEMBER 31, 2001 AND 2000



NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

            Inventory
            Inventory is comprised solely of raw materials. Inventory is stated
            at the lower of cost or market. Cost is determined using the
            specific identification method.

            Goodwill
            Goodwill represents the excess of cost over the fair value of net
            assets acquired and is being amortized on a straight-line method
            over 15 years. On an ongoing basis, management reviews the valuation
            of goodwill to determine possible impairment. The recoverability of
            goodwill is assessed by determining whether the amortization of
            goodwill over its remaining life can be recovered through projected
            undiscounted future cash flows.

            Livestock
            Livestock was recorded at cost and was depreciated on a
            straight-line basis, over their estimated useful lives (generally 3
            years). Foals delivered after the broodmares were purchased were
            capitalized by the Company at a "zero cost" basis. As of December
            31, 2001, the Company no longer is in the thoroughbred business and
            divested itself of all livestock.

            Patents
            Patents are stated at cost. Amortization is calculated using the
            straight-line method over the estimated useful life of the patents.
            Patents are periodically reviewed for impairment of the carrying
            amount as compared to the fair value of the assets. In order to
            measure any impairment, the Company evaluated whether there were any
            events or circumstances that occurred that may have affected the
            carrying amount of the intangible. Management believes that no such
            events have occurred as of December 31, 2001. In the event that
            management determines that a triggering event has occurred, the
            Company would estimate the future cash flows expected to result from
            the use of the asset and its eventual disposition. The future cash
            flows that would be used are the future cash inflows expected to be
            generated by the asset less the future cash outflows expected to be
            necessary to obtain those inflows. When the sum of the expected
            future cash flows (undiscounted and without interest charges) is
            less than the carrying amount of the asset, an impairment loss in
            accordance with Statement of Financial Accounting Standards ("SFAS")
            No. 121 "Accounting for the Impairment of Long-Lived Assets and for
            Long-Lived Assets to be Disposed of," would be recognized.







<PAGE>


               WHISPERING OAKS INTERNATIONAL, INC. AND SUBSIDIARY
                              (DBA BIOCUREX, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

            Intellectual Properties
            Intellectual properties are stated at cost. Amortization is
            calculated using the straight-line method over the estimated useful
            life of the intellectual properties. Intellectual properties are
            periodically reviewed for impairment of the carrying amount as
            compared to the fair value of the assets. In order to measure any
            impairment, the Company evaluated whether there were any events or
            circumstances that occurred that may have affected the carrying
            amount of the intangible. Management believes that no such events
            have occurred as of December 31, 2001. In the event that management
            determines that a triggering event has occurred, the Company would
            estimate the future cash flows expected to result from the use of
            the asset and its eventual disposition. The future cash flows that
            would be used are the future cash inflows expected to be generated
            by the asset, less the future cash outflows expected to be necessary
            to obtain those inflows. When the sum of the expected future cash
            flows (undiscounted and without interest charges) is less than the
            carrying amount of the asset, an impairment loss in accordance with
            SFAS No. 121 would be recognized.

            Long-Lived Assets
            In accordance with SFAS No. 121, long-lived assets to be held and
            used are analyzed for impairment whenever events or changes in
            circumstances indicate that the carrying amount of an asset may not
            be recoverable. The Company evaluates at each balance sheet date
            whether events and circumstances have occurred that indicate
            possible impairment. If there are indications of impairment, the
            Company uses future undiscounted cash flows of the related asset or
            asset grouping over the remaining life in measuring whether the
            assets are recoverable. In the event such cash flows are not
            expected to be sufficient to recover the recorded asset values, the
            assets are written down to their estimated fair value. Long-lived
            assets to be disposed of are reported at the lower of carrying
            amount or fair value of asset less cost to sell.

            Fair Value of Financial Instruments
            The Company's financial instruments consist of cash, inventory,
            accounts payable and accrued expenses and amounts due to related
            parties. The carrying amounts of cash, inventory, accounts payable
            and accrued expenses and amounts due to related parties approximate
            fair value due to the highly liquid nature of these short-term
            instruments.

            Advertising Costs
            Advertising costs are expensed as incurred and included in general
            and administrative expenses.




<PAGE>


                 WHISPERING OAKS INTERNATIONAL, INC. AND SUBSIDIARY
                               (DBA BIOCUREX, INC.)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             DECEMBER 31, 2001 AND 2000



NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           Income Taxes
           Provisions for income taxes are based on taxes payable or refundable
           for the current year and deferred taxes on temporary differences
           between the amounts of taxable income and pretax financial income and
           between the tax bases of assets and liabilities and their reported
           amounts in the financial statements. Deferred tax assets and
           liabilities are included in the financial statements at currently
           enacted income tax rates applicable to the period in which the
           deferred tax assets and liabilities are expected to be realized or
           settled as prescribed by SFAS No. 109, "Accounting for Income Taxes."
           As changes in tax laws or rates are enacted, deferred tax assets and
           liabilities are adjusted through the provision for income taxes.

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

           In 1996, SFAS No. 123, "Accounting for Stock-Based Compensation",
           became effective for the Company. SFAS No. 123, which prescribes the
           recognition of compensation expense based on the fair value of
           options on the grant date, allows companies to continue applying APB
           25 if certain pro forma disclosures are made assuming hypothetical
           fair value method, for which the Company uses the Black-Scholes
           options-pricing model.

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

           Translation of Foreign Currency
           The Company has determined that the local currency of its Canadian
           subsidiary is its functional currency. In accordance with SFAS No.
           52, "Foreign Currency Translation", the assets and liabilities
           denominated in foreign currency are translated into U.S. dollars at
           the current rate of exchange existing at period-end and revenues and
           expenses are translated at average exchange rates for the fiscal
           year. Related translation adjustments are reported as a separate
           component in stockholders' equity, whereas gains or losses resulting
           from foreign currency transactions are included in results of
           operations.




<PAGE>


                 WHISPERING OAKS INTERNATIONAL, INC. AND SUBSIDIARY
                               (DBA BIOCUREX, INC.)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             DECEMBER 31, 2001 AND 2000



NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Earnings Per Share
         During 1998, the Company adopted SFAS No. 128, "Earnings Per Share,"
         which requires presentation of basic earnings per share ("Basic EPS")
         and diluted earnings per share ("Diluted EPS").

         The computation of basic earnings per share is computed by dividing
         income available to common stockholders by the weighted-average number
         of outstanding common shares during the period. Diluted earnings per
         share gives effect to all dilutive potential common shares outstanding
         during the period. The computation of diluted EPS does not assume
         conversion, exercise or contingent exercise of securities that would
         have an antidilutive effect on earnings. The shares used in the
         computations were as follows:

                                                       December 31,
                                                ------------------------
                                                   2001          2000
                                                --------------- --------

                         Basic and diluted      11,080,540      8,225,022
                                                ==========     ==========

         During the year ended December 31, 2001, the Company had a 13 for 1
         forward stock split (see Note 7d).

         Comprehensive Loss
         In June 1998, the FASB issued SFAS No. 130, "Reporting Comprehensive
         Income", was issued. SFAS No. 130 establishes standards for the
         reporting and display of comprehensive income and its components in the
         financial statements. As of December 31, 2001, the Company has items
         that represent comprehensive income and, therefore, has included a
         schedule Comprehensive Loss in the accompanying consolidated financial
         statements.

         New Accounting Pronouncements
         On June 29, 2001, SFAS No. 141, "Business Combinations", was issued by
         the Financial Accounting Standards Board ("FASB"). SFAS 141 requires
         that the purchase method of accounting be used for all business
         combinations initiated after June 30, 2001. Goodwill and certain
         intangible assets will remain on the balance sheet and not be
         amortized. On an annual basis, and when there is reason to suspect that
         their values have been diminished or impaired, these assets must be
         tested for impairment, and write-downs may be necessary. The Company is
         required to implement SFAS No. 141 on January 1, 2002 and it has not
         determined the impact, if any, that this statement will have on its
         consolidated financial position or results of operations.




<PAGE>


                 WHISPERING OAKS INTERNATIONAL, INC. AND SUBSIDIARY
                               (DBA BIOCUREX, INC.)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             DECEMBER 31, 2001 AND 2000



NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         New Accounting Pronouncements (continued)
         On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets,"
         was approved by the FASB. SFAS No. 142 changes the accounting for
         goodwill from an amortization method to an impairment-only approach.
         Amortization of goodwill, including goodwill recorded in past business
         combinations, will cease upon adoption of this statement. The Company
         is required to implement SFAS No. 142 on January 1, 2002 and it has not
         determined the impact, if any, that this statement will have on its
         consolidated financial position or results of operations.

         During August 2001, SFAS No. 143, "Accounting for Asset Retirement
         Obligation" was issued. SFAS No. 143 is effective for fiscal years
         beginning after June 15, 2002, and will require companies to record a
         liability for asset retirement obligations in the period in which they
         are incurred, which typically could be upon completion or shortly
         thereafter. The FASB decided to limit the scope to legal obligation and
         the liability will be recorded at fair value. The effect of adoption of
         this standard on Company's results of operations and financial
         positions is being evaluated.

         During October 2001, SFAS No. 144, "Accounting for the Impairment or
         Disposal of Long-Lived Assets" was issued. SFAS No. 144 is effective
         for fiscal years beginning after December 15, 2001. It provides a
         single accounting model for long-lived assets to be disposed of and
         replaces SFAS No. 121 "Accounting for the Impairment of Long-Lived
         Assets and Long-Lived Assets to Be Disposed Of." The effect of adoption
         of this standard on the Company's results of operations and financial
         positions is being evaluated.

         NOTE 2 -  ACQUISITION

         a)   On February 21, 2001, the Company acquired patents and
              intellectual properties with a fair value of $3,900,000 from
              Lagostar Trading S.A., in exchange for 1,950,000 shares of the
              Company's common stock, after giving effect to the 13 for 1
              forward stock split (see Notes 7b and 7d).

         b)   On March 25, 2001, the Company acquired certain assets from Curex
              Technologies, Inc. ("Curex") and, as consideration, also accepted
              certain notes payable totaling $2,326,869. The assets acquired
              consisted of:

                   Patents                               $    204,815
                   Intellectual Properties                    993,022
                   Goodwill                                   871,715
                   Cash                                       129,032
                   51% Interest in BioLargo
                   Technologies, Inc.                         128,285
                                                              -------
                   Total assets acquired                  $ 2,326,869
                                                          ===========


<PAGE>


                 WHISPERING OAKS INTERNATIONAL, INC. AND SUBSIDIARY
                               (DBA BIOCUREX, INC.)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             DECEMBER 31, 2001 AND 2000

NOTE 2  -ACQUISITION (Continued)

         As of the date of acquisition, BioLargo's net book value approximated
         its fair value as follows:

            Cash and cash equivalents           $        2,731
               Inventory                                83,475
               Accounts receivable                         556
               Prepaid expenses and other
               current assets                            2,985
               Patents                                 213,239
                                                  ------------
                                                       302,986
               Accounts Payable                   (     51,446)
                                                 -------------
               Net Book Value                          251,540
               Less: minority interest             (   123,255)
                                                  ------------
               Investment in Biolargo              $   128,285
                                                   ===========

NOTE 3 -      RELATED PARTY TRANSACTIONS

         The Company has related party transactions with several directors and
         officers of the Company as well as other affiliated corporations. All
         related party transactions within the consolidated group have been
         eliminated. The Company's related part transactions are as follows:

         Due to related parties
                                                                 December 31,
                                                      ------------------------
                                                          2001          2000
                                                      --------      ----------

         a) Due to shareholder                        $252,278      $       -
         b) Due to Pacific Bioscience Research Center   76,332              -
                                                     -------------------------
            Due to related parties                    $328,610      $       -
                                                    ==========================

         a) During the year ended December 31, 2001, the Company received
            advances to help operations from a shareholder of the Company. The
            amount advanced during the year ended December 31, 2001, totaled
            $252,278, which bears interest at the rate of 11% per annum. The
            amount of interest recognized during the year ended December 31,
            2001 was $10,818. As additional consideration for the advances, the
            Company granted 252,278 warrants to puchase the Company's common
            stock at $0.50 per share (see Note 8a).

         b) The Company's research and development is performed by Pacific
            Bioscience Research Centers ("Pacific"). Pacific was not purchased
            when the Company purchased certain assets of Curex, Inc. (see Note
            2b). Curex was 100% owned and was purchased from a director and
            shareholder of the Company. Pacific continues to be 100% owned by
            the director and shareholder. During the period through December 31,
            2001, Pacific did research and development for the Company valued at
            $165,000. At December 31, 2001, the Company owed them $76,332.


<PAGE>


                 WHISPERING OAKS INTERNATIONAL, INC. AND SUBSIDIARY
                               (DBA BIOCUREX, INC.)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             DECEMBER 31, 2001 AND 2000



NOTE 4 - PATENTS

         As discussed in Note 2, the Company has acquired certain patents. These
         patents consist of:

         1) developing the method for diagnostic and treatment of cancer using a
            new cancer marker called "RECAF." These patents are presently
            registered in approximately twenty-four countries with on-going
            registrations currently being conducted; and

         2) a technology that incorporates an auto-generated anti-infective
            agent into a disposable super-absorbent non-woven fabric. The
            patents have a cost totaling $448,144 and were acquired as follows:

a)               Patents totaling a fair value of $30,000 were acquired relating
                 to the acquisition from Lagostar (see Note 2a);

b)               Patents totaling a fair value of $204,815 were acquired
                 relating to the acquisition of certain assets of Curex (see
                 Note 2b); and

c)               Patents totaling a fair value of $213,329 were acquired
                 relating to the acquisition of Biolargo (see Note 2b).

NOTE 5 - INTELLECTUAL PROPERTIES

         As discussed in Note 2a, the Company has acquired certain intellectual
         properties relating to the rights to a new cancer marker technology.
         The technology identifies a universal cancer biomarker or receptor
         known as RECAF, thereby allowing detection of malignant cancer from
         blood test or tissue biopsies. The technology can also be used to image
         the location of the cancer and improve upon the present detection
         systems. The Company has also acquired a patented technology that
         incorporates an auto-generated anti-infective agent into a disposable
         super-absorbent non-woven fabric.

         These intellectual properties have a cost totaling $4,863,022 and were
         acquired as follows:

a)          Intellectual properties totaling a fair value of $3,870,000 were
            acquired relating to the acquisition of patents and intellectual
            properties of Lagostar (see Note 2a); and

b)          Intellectual properties totaling a fair value of $993,022 were
            acquired relating to the acquisition of certain assets of Curex (see
            Note 2b).




<PAGE>


                 WHISPERING OAKS INTERNATIONAL, INC. AND SUBSIDIARY
                                (DBA BIOCUREX, INC)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             DECEMBER 31, 2001 AND 2000



NOTE 6 -      NOTES PAYABLE

            On March 25, 2001, the Company acquired notes payable totaling
            $2,326,869, bearing interest at the rate of 5% per annum, as
            consideration for the acquisition of certain assets of Curex. These
            notes were due on demand. During May 2001, the Company issued
            1,544,404 shares of its common stock totaling $2,331,245 for
            settlement of the notes plus accrued interest (see Note 7f).

  NOTE 7 -  EQUITY TRANSACTIONS

            a) During the year ended December 31, 2001, a change of control in
               the Company's ownership occurred when the majority shareholder of
               the Company sold his ownership to an unrelated third party.

            b) On February 21, 2001, the Company issued 1,950,000 shares of its
               common stock giving effect to the stock split as consideration
               for the purchase of patents and intellectual properties of
               Lagostar totaling $3,900,000 (see Note 2a). The value of these
               shares has been calculated at the market value of the stock at
               date of issuance.

            c) During the year ended December 31, 2001, the Company cancelled
               24,600,004 shares of its common stock after giving effect to the
               forward stock split.

            d) During the year ended December 31, 2001, the Company had a
               13-for-1 forward stock split. Prior to the forward stock split,
               the Company had 782,694 shares issued and outstanding. The
               forward stock split increased the issued and outstanding shares
               10,175,022. The accompanying consolidated financial statements
               have been restated to conform to the reverse stock split.

            e) During the year ended December 31, 2001, the Company recorded
               $59,175 as contribution to capital for transferring livestock
               with a net book valued of $13,128 to a related party, as payment
               in full on advances received by the Company, totaling $72,303.

            f) During the year ended December 31, 2001, the Company issued
               1,544,404 shares in settlement of notes payable and accrued
               interest totaling $2,331,245.

            g) During the year ended December 31, 2001, the Company issued
               11,000 shares of the Company's common stock for services totaling
               $22,000.

            h) During the year ended December 31, 2001, the Company sold 82,360
               shares of the Company's common stock for $96,490.




<PAGE>


                 WHISPERING OAKS INTERNATIONAL, INC. AND SUBSIDIARY
                                (DBA BIOCUREX, INC)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             DECEMBER 31, 2001 AND 2000


NOTE 8 -  STOCK WARRANTS

          Warrants consisted of the following as of December 31:

                                                  2001            2000
                                                -------         -------

                a)  Wittenberg 252,278 $             -
                b)  Bitazol S.A.                52,000              -
                c)  D&M Segal                   32,260              -
                                           ---------------------------
                                               336,538      $      -
                                            ==========      ==========

            a) On December 18, 2001, Dr. Gerald Wittenberg was issued 252,278
               warrants to purchase 252,278 shares of the Company's common stock
               at $0.50 cents per share. These warrants were issued as
               additional consideration of advances paid by Wittenberg to the
               Company (see Note 3a). The Company recognized approximately
               $125,000 of expense relating to the issuance of the warrants
               below market. These warrants expire February 15, 2004.

            b) On October 29, 2001, Bitazol S.A. paid $65,000 for 56,000 shares
               of the Company's common stock together with 52,000 warrants
               entitling the holder to purchase 52,000 shares of the Company's
               common stock for $1.25 per share. The exercise price of the
               warrants was in excess of the stock price as of the date of
               issuance. These warrants expire October 30, 2003.

            c) On December 18, 2001, D&M Segal paid $31,490 for 32,260 shares of
               the Company common stock together with 16,130 warrants entitling
               the holder to purchase 32,260 shares of the Company's common
               stock at $1.25 per share. The exercise price of the warrants was
               in excess of the stock price as of the date of issuance. These
               warrants expire December 31, 2003.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

           a)  As of December 31, 2001, the Company has the following employment
               contracts with two officers of the Company:

               A contract with an officer and director of the Company which
               provides for n annual salary of $100,000 (commencing September
               2001) and expires in September 2003.

               A contract with an officer of the Company which provides for an
               annual salary of $22,785 expiring in March 2003.

           b)  As of December 31, 2001, the Company leases executive office
               spaces for $3,165 pursuant to a lease with expires May 31, 2003.
               During the year ended December 31, 2001, the Company had rent
               expense totaling $3,165.



<PAGE>


                 WHISPERING OAKS INTERNATIONAL, INC. AND SUBSIDIARY
                                (DBA BIOCUREX, INC)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             DECEMBER 31, 2001 AND 2000




  NOTE 10 -   GOING CONCERN

              The accompanying consolidated financial statements are prepared
              using 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. However, the Company does not have
              sufficient cash, nor does it have an established source of revenue
              to cover its ongoing operating costs and allow it to continue as a
              going concern. These factors raise substantial doubt about the
              Company's ability to continue as a going concern. As of December
              31, 2001, the Company also has a working capital deficiency of
              $693,408 and incurred a loss for the year ended December 31, 2001
              totaling $1,372,806. The accompanying consolidated financial
              statements do not include any adjustments relative to the
              recoverability and classification of asset carrying amounts or the
              amount and classification of liabilities that might result from
              the outcome of this uncertainty. Management is currently seeking
              additional financing through future private and public financing.

NOTE 11 -     SUBSEQUENT EVENTS

             a)  On January 21, 2001, the Company issued 100,000 warrants
                 entitling the holder to purchase 100,000 common shares of the
                 Company's common stock at $0.50 per share. These warrants
                 expire January 21, 2004. The Company will recognize an expense
                 for the issuance of these warrants below market during the
                 three months ending March 31, 2002.

             b)  During the three months ended March 31, 2002, the Company
                 granted options as follows:

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

               Dr. Strahearn Wilson          125,000            $1.00
               Dr. Ricardo Moro-Vidal        600,000             1.00
               Dr. Paul Slowey               100,000             1.00
               Dr. Gerald Wittenberg         600,000             1.00
               Mr. D. Bruce Horton            75,000             1.00
               Dr. Phil Gold                 130,000             1.00




<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 14th day of May 2002.

                                    WHISPERING OAKS INTERNATIONAL INC.




                                    By:   /s/ Dr. Ricardo Moro-Vidal
                                         -------------------------------
                                         Dr. Ricardo Moro-Vidal - President and
                                         a director


                                          /s/ Dr. Gerald Wittenberg
                                         -------------------------------------
                                             Dr. Gerald Wittenberg, Chairman and
                                         a director



                                          /s/ D. Bruce Horton
                                         -------------------------------
                                         D. Bruce Horton - Principal Financial
                                         and Accounting Officer