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 (11,526,967 shares) based upon the closing price of the Company's common
stock on September 30, 2002, was approximately $807,000.

The Company's revenue from continuing operations for the most recent fiscal year
was $0.

As of September 30, 2002, the Company had 12,046,396 issued and outstanding
shares of common stock.


<PAGE>


                                     PART I

This   Annual   Report   on  Form   10-KSB/A   contains   statements   that  are
forward-looking, including statements relating to anticipated operating results,
growth,  financial  resources,  the development of new markets, the development,
and acceptance of our business  strategy and new  applications for the Company's
existing products.  Investors are cautioned that,  although the Company believes
that its  expectations  are  based on  reasonable  assumptions,  forward-looking
statements  involve  risks and  uncertainties  which may affect  the  Company `s
business and prospects,  including changes in economic and market conditions and
other factors discussed elsewhere in this Form 10KSB/A.

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 racehorses.

On February 21, 2001, the Company issued 150,000 (1,950,000 post split) shares
of its common stock to acquire certain patents and intellectual properties of
Lagostar Trading S.A. ("Lagostar") with a fair value of $3,900,000. At the time
of this acquisition, Lagostar owned certain technology and patents that relate
to the early detection of cancer.

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

On March 25, 2001, the Company acquired the following assets from Curex
Technologies Inc. ("Curex") 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. The assets consisted of:

                 Patents                      $  353,878
                 Property Technology           1,715,674
                 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.




<PAGE>


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.

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 (fibro adenomas) and
dysplastic (benign diffuse growth) specimens. In June 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 test results are not only important in reference to the
product itself, but also validate the RECAF(TM) system and its potential for
other uses, such as serum testing, and cancer cell targeting in general.

In August 2001, the Company received approval for its Histo- RECAF(TM) kit from
Canada's Health Products and Food Branch division under License No. 31198. In
January 2003 the Company was advised by the FDA that its Histo-RECAF(TM) test
kit was classified as a Class I medical device. This classification allows the
Company to sell its Histo- RECAF(TM) kits in the United States.

The Company offers its Histo- RECAF(TM) kits at a price in the range of U.S.
$400 per kit.

In May, 2002 the Company appointed Somagen Diagnostics as its sole distributor
for Canada. In November 2002 Somagen purchased ten Histo-RECAF(TM) kits for
marketing purposes. Somagen is marketing the Company's Histo-RECAF(TM) test kit
through its internal sales force. As of January 31, 2003 Somagen had not sold
any Histo-RECAF(TM) test kits

      In July, 2002 the Company signed a supply and distribution agreement with
P2000 Comercializcao de Produtos Farmaceuticos SA ("P2000"), a privately-held
Portuguese corporation specializing in the marketing and distribution of
pharmaceutical and diagnostic products. In November 2002 P2000 applied to
Invamed, the agency responsible for the regulation of drug and pharmaceutical
products in Portugal, for approval to market the Histo-RECAF(TM) test kit. It is
not known when Invamed will approve the Histo-RECAF(TM) test kit for sale in
Portugal.

     In  August,  2002  the  Company  entered  into  an  agreement  with  Aperio
Technologies,  Inc.  (Vista  California,  USA) to automate the  detection of the
Company's  Histo-RECAF(TM)  test kit. The Aperio  technology  has the ability to
digitize and automate viewing of stained  microscope  slides used extensively in
histology  practice.  The Company  believes  that the  histology  market,  where
Histo-RECAF(TM)   is  marketed,   is  moving  away  from  slide   viewing  using


<PAGE>

conventional  microscopes  to imaging  systems  that allow remote  viewing.  The
Company believes that the move towards  simplification of testing and reading of
tissue slide staining is likely to impact sales of the Histo-RECAF(TM)  test kit
positively as more imaging systems are installed and the market becomes educated
as to the advantages of digitization and automated slide reading.  As of January
31, 2003 the Company has not sold any Histo-RECAF(TM) test kits using the Aperio
Technologies' system.

      As part of the Company's overseas' marketing plan, each 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.

      The Company has also developed the Cryo-RECAF(TM) diagnostic kit, which is
designed for use by pathologists as an aid in the diagnosis of cancer during
surgery, since, in many cases, the determination as to whether cancer cells are
benign or malignant is still not clear at the time of surgery. With the
Cyro-RECAF(TM) kit, during surgery, the surgeon removes a portion of the tumor
and, while the patient is still under anesthesia, the material is frozen in an
ice block. The ice block is then cut into thin slices that can be seen under the
microscope and thereby allows the pathologist to determine if the cancer cells
are benign or malignant. Using this information, the surgeon is then able to
determine the proper procedures to be used while the patient is still in the
operating room. The results of the Cryo-RECAF(TM) test are available within 15
minutes. The Company has not applied to the FDA, Canada's Health Products and
Food Branch, or any other regulatory authority for permission to sell the
Cyro-RECAF(TM) kit on a commercial basis.

      The Company believes that a significant market exists for a screening
assay which can detect multiple cancers from a blood (serum) sample. As a
result, the Company's research and development efforts have been focused on the
development of a serum-based screening assay. Based upon the Company's RECAF(TM)
technology. The potential market for a serum assay is hard to define, but market
statistics confirm that there are over 100 million serum tumor marker
(screening) tests performed every year. However, most of the assays are specific
to a particular cancer and suffer from poor sensitivity and specificity. As an
example, assay sales for CEA- Carcino Embryonic Antigen, a relatively
insensitive assay for colorectal cancer are estimated to be over $500 million US
dollars annually. The Company plans to complete the development of a prototype
assay by mid-to-late 2003. If the Company is successful in developing this
assay, the Company will attempt to license the assay technology to a
pharmaceutical firm that has the financial capability to complete the research
and clinical trials necessary to obtain clearance from the FDA and other
regulatory authorities for the commercial sale of the assay.

BioLargo Technologies, Inc.

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

     On June 28, 2002, the Company entered into an option  agreement with Turtle
Dove  Resources,  Inc.  ("Turtle"),  which  gave  Turtle  the  option to acquire
9,000,001  of the  10,000,001  shares of  BioLargo's  common  stock owned by the
Company.  The  Company's  investment  in  BioLargo  as of  June  28,  2002,  was
approximately  $128,000.  Prior to November 30, 2002, the Company sold 3,150,000
of its BioLargo shares to Turtle for $180,266.  Subsequent to September 30, 2002
Turtle's  option  expired.  In November 2002 the Company sold 900,000  shares of
BioLargo  to Eastern  Capital  Corp.  for  $50,000.  As of January  31, 2003 the
Company did not have an agreement with any person to sell its remaining BioLargo
shares.


<PAGE>

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 that expires on May 31,
2003.

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 September 30, 2002, there were approximately 190 record holders of the
Company's common stock. The Company's common stock is traded on the OTC Bulletin
Board. Set forth below is the range of high and low quotations for the Company's
common stock for the periods indicated as reported by the NASDAQ. The market
quotations reflect inter-dealer prices, without retail mark-up, markdown or
commissions and may not necessarily represent actual transactions. The Company's
common stock began trading on March 30, 2001.

         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 three months ended December 31, 2001, the Company sold 84,260 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.



<PAGE>


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 racehorses. 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 that
has been discontinued.

The Company is in the process of producing, marketing and licensing its
Histo-RECAF(TM) diagnostic kit. As of January 31, 2003, the Company had not
generated any revenues from the sale of its Histo-RECAF(TM).

As of December 31, 2001 the Company had a 51% interest in BioLargo. As of
December 31, 2001, BioLargo had assets of approximately $270,000 and liabilities
of approximately $196,500. Subsequent to December 31, 2001 the Company sold a
portion of its interest in BioLargo such that as of January 31, 2003 the Company
interest in BioLargo had been reduced to approximately 30%. The Company has
accounted for its investment in BioLargo as a discontinued operation as of
December 31, 2001, and has shown its losses separately on the consolidated
statement of operations. During the year ended December 31, 2001, BioLargo had
sales of approximately $255,000, cost of sales of approximately $134,000, a
gross profit of approximately $121,000 and a net loss of approximately $292,000.
The Company's anticipated gain on the sale of BioLargo will be recognized upon
realization.

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       $2,000,000
      Payment of Outstanding Liabilities                        500,000
      General and Administrative Expenses                       760,000
      Marketing and Promotion                                   500,000
                                                                -------
                  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, Rosen & Corso,
P.C. to act as the Company's independent  certified public accountants.  In this
regard,  Merdinger,  Fruchter, Rosen & Corso, P.C. replaced Scott W. Hatfield as
the Company's independent certified public accountant.  The Company replaced Mr.
Hatfield with Merdinger, Fruchter, Rosen & Corso, P.C. 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

<PAGE>

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, Rosen & Corso, P.C.
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.

Effective August 6, 2002, Merdinger, Fruchter, Rosen & Company, P.C., the firm
which audited the Company's financial statements for the fiscal year ended
December 31, 2001, was dismissed and replaced by Stonefield Josephson, Inc.
("Stonefield Josephson") to act as the Company's independent certified public
accountants. The reports of Merdinger, Fruchter, Rosen & Company, P.C. for the
fiscal year 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 Merdinger, Fruchter, Rosen & Company, P.C. for the fiscal
year was qualified with respect to uncertainty as to the Company's ability to
continue as a going concern. During the Company's most recent fiscal year and
subsequent interim period ended August 6, 2002 there were no disagreements with
Merdinger, Fruchter, Rosen & Company, P.C. 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
Merdinger, Fruchter, Rosen & Company, P.C. would have caused it to make
reference to such disagreements in its reports.

The change in the Company's auditors was recommended and approved by the board
of directors of the Company.

During the two most recent fiscal years and subsequent interim period ending
August 6, 2002, the Company did not consult with Stonefield Josephson 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:

      Name                    Age            Position

      Dr. Ricardo Moro-Vidal   49        President and a Director
      Dr. Gerald Wittenberg    49        Chairman, Secretary/Treasurer/Director
      Dr. Phil Gold, PhD       64        Director

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

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 he was  engaged in various  entrepreneurial  ventures  relating  to

<PAGE>

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, Dr. Gold was Director of the McGill Cancer Centre in Montreal,
Quebec. From 1980 to 1984, he was Physician-in-Chief of the Montreal General
Hospital. From 1985 to 1990, he served as Chairman of the Department of Medicine
at McGill University in Montreal. His present positions include
Physician-in-Chief, Department of Medicine, The Montreal General Hospital;
Professor of Medicine, McGill University; Professor, Departments of Physiology
and Oncology, McGill University; and the Director of the McGill University
Medical Clinic at the Montreal General Hospital.

Management Changes

In April 2002 Dr.  Strathearn  Wilson  resigned as the Company's Chief Executive
Officer and was replaced by Paul Slowey. In December 2002 Mr. Slowey resigned as
the Company's Chief Executive Officer. In December 2002 Bruce Horton resigned as
the Company's Chief Financial Officer.

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

Dr. Strathearn Wilson    2001    $22,785    --      --        --        --      --
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.

<PAGE>

(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  does not have any  employment  contracts  with its  executive
officers.

Long-Term Incentive Plans - Awards in Last Fiscal Year

     None.

Employee Pension, Profit Sharing or Other Retirement Plans

     None.

Compensation of Directors

     Standard Arrangements. Currently 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.

               Warrants Granted During Year Ended December 31, 2001

                                       % of Total
                      Shares Issuable   Warrants
                      Upon Exercise     Granted to     Price Per    Expiration
 Name                  of Warrants      Employees        Share         Date
--------------        --------------    ----------      ---------   ----------

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




<PAGE>


                   Warrants Exercises and Year-End Option Values
                                                                   Value (in $)
                                                                  of Unexercised
                                                    Number of      In-the-Money
                                                   Unexercised     Warrants at
                        Shares                     Warrants (3)    December 31,
                                                                      2001 (4)
                                                   ------------   -------------
                      Acquired On      Value       Exercisable/     Exercisable/
Name                  Exercise (1)   Realized (2)  Unexercisable  Unexercisable
----                  ------------   -----------   -------------  -------------


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


(1) The number of shares received upon exercise of options during the year ended
    December 31, 2001.

(2) With respect to warrants exercised during the Company's year ended December
    31, 2001, the dollar value of the difference between exercise price and the
    market value of the warrant shares purchased on the date of exercise.

(3) The total number of unexercised warrants held as of December 31, 2001,
    separated between those that were exercisable and those that were not
    exercisable.

(4) For all unexercised warrants held as of December 31, 2001, the market value
    of the stock underlying those warrants as of December 31, 2001.

     Options Granted to Directors During Nine Months Ended September 30, 2002

The following tables set forth information concerning the options granted during
the nine months ended September 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 September 30, 2002.

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

Dr. Paul Slowey           100,000           4.5%         $0.07       11/01/04
Dr. Ricardo Moro-Vidal    600,000          26.9%         $0.07       11/01/04
Dr. Gerald Wittenberg     600,000          26.9%         $0.07       11/01/04
Mr. D. Bruce Horton        75,000           3.4%         $0.07       11/01/04
Dr. Phil Gold             130,000           5.8%         $0.07       11/01/04


(1)  On December 5, 2002 the Company's Board of Directors  approved a resolution
     lowering the exercise price of these options from $1.00 to $0.07.

                           Option Exercises and Values

                                                                   Value (in $)
                                                                  of Unexercised
                                                    Number of      In-the-Money
                                                   Unexercised      Options at
                        Shares                     Options (3)     September 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        --/--


<PAGE>

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

(2) With respect to options exercised during the Company's nine months ended
    September 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 September 30, 2002,
    separated between those options that were exercisable and those options that
    were not exercisable.

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

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
Plan. The Company's employees, directors, officers, consultants and advisors are
eligible to be granted options pursuant to the Plan, provided however that bona
fide services must be rendered by such consultants or advisors and such services
must not be in connection with the offer or sale of securities in a
capital-raising transaction. The option exercise price is determined by the
Committee but cannot be less than the market price of 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 that may occur on the Board of Directors may be
filled by the Board of Directors. The Board of Directors is vested with the
authority to interpret the provisions of the Plans and supervise the
administration of the Plans. In addition, the Board of Directors is empowered to
select those persons to whom shares or options are to be granted, to determine
the number of shares subject to each grant of a stock bonus or an option and to
determine when, and upon what conditions, shares or options granted under the
Plans will vest or otherwise be subject to forfeiture and cancellation.

In the discretion of the Board of Directors,  any option granted pursuant to the
Plans may include installment  exercise terms such that the option becomes fully
exercisable in a series of cumulating portions.  The Board of Directors may also

<PAGE>


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.

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 September 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     2,045,000      N/A          455,000
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 January 31, 2003, 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. Ricardo Moro-Vidal                   --                 --
     1007-1625 West 13th Avenue
     Vancouver, British Columbia
     Canada  V6J 2E9



<PAGE>


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

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

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

     All Officers and Directors
     as a Group (3 persons)              519,429                4.43%


(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. Ricardo Moro-Vidal                  600,000                 $0.07
   Dr. Gerald Wittenberg                   252,278                 $0.07
   Dr. Gerald Wittenberg                   600,000                 $0.07
   Dr. Phil Gold                           130,000                 $0.07


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. During the year ended December 31, 2001,
the Company transferred the thoroughbred horse, having a net book value of
$13,128, to the Halter's as payment in full on the advances given to the Company
totaling $72,303. The difference of $59,175 has been recorded as a contribution
to capital.

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

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-for-1 forward
stock split.

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.


<PAGE>



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                         $  353,878
              Property Technology              1,517,674
              Cash                               129,032
              51% interest in BioLargo
                Technologies, Inc.               128,285
                                              ----------
                              Total          $ 2,326,869
                                             ===========


On April 20, 2001, Mr. Martinelli, as the Company's sole director, appointed Dr.
Ricardo  Moro-Vidal,  Dr.  Gerald  Wittenberg  and Dr.  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)
                                                                 --------------

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

10.2     Asset Purchase Agreement with Curex Technologies, Inc.       (3)
                                                                 -------------

(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.
(3) Filed with the Company's report on Form 10-KSB for the year ended December
    31, 2001.

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


<PAGE>

Item 14.  Controls and Procedures

     Dr.  Ricardo  Moro-Vidal,  the Company's  Chief  Executive  Officer and Dr.
Gerald Wittenberg, the Company's Principal Financial Officer, have evaluated the
effectiveness of the Company's  disclosure  controls and procedures as of a date
within 90 days prior to the filing date of this report (the "Evaluation  Date");
and in their opinion the Company's  disclosure  controls and  procedures  ensure
that  material  information  relating to the Company,  including  the  Company's
consolidated  subsidiaries,  is  made  known  to  them by  others  within  those
entities, particularly during the period in which this report is being prepared,
so as to allow timely decisions regarding required disclosure.  To the knowledge
of Dr. Moro-Vidal and Dr.  Wittenberg there have been no significant  changes in
the Company's  internal  controls or in other  factors that could  significantly
affect the Company's  internal controls  subsequent to the Evaluation Date. As a
result,  no  corrective  actions  with  regard to  significant  deficiencies  or
material weakness in the Company's internal controls were required.


<PAGE>


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




                                      INDEX



Independent Auditors' Report                                             F-1


Consolidated balance sheets                                              F-2


Consolidated statements of operations                                    F-3


Consolidated statements of comprehensive loss                            F-4


Consolidated statement of stockholders' equity (deficiency)              F-5


Consolidated statements of cash flows                                  F-6/F-7


Notes to consolidated financial statements                             F-8/F-23




<PAGE>


                         REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors and Stockholders
Whispering Oaks International, Inc.

We have audited the accompanying balance sheet of Whispering Oaks International,
Inc. (a Texas corporation) as of December 31, 2000 and the related statements of
operations and comprehensive loss, changes in stockholders' equity and cash
flows for the year ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Whispering Oaks International,
Inc. as of December 31, 2000 and the related statements of operations, changes
in stockholders' equity and cash flows for the year ended December 31, 2000, 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 the financial
statements, the Company had no significant assets and was dependent upon
significant shareholders to provide sufficient working capital to maintain the
integrity of the corporate entity. These circumstances created substantial doubt
about the Company's ability to continue as a going concern. The accompanying
financial statements as of and for the year ended December 31, 2001 do not
contain any adjustments that might result from the outcome of these
uncertainties.



                                          /s/ S. W. Hatfield, CPA
                                          -----------------------
                                          S. W. HATFIELD, CPA


Dallas, Texas
January 9, 2001 (except for Note 7,
as to which the date is March 1, 2001)




<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                         $  7,622         $14,222
   Due from related party                              13,000               -
                                                     --------         -------
     Total current assets                              20,622          14,222

Assets in excess of liabilities of discontinued
 operations                                            51,424              --

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

Patents, net of accumulated amortization of
 $19,194 and $-0-                                     364,684              --

Intellectual property, net of accumulated
 amortization of $279,284 and $-0-                  5,306,390              --
                                                    ---------         -------
     TOTAL ASSETS                                  $5,743,120         $27,350
                                                   ==========         =======

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
   Accounts payable and accrued expenses             $302,633         $    --
   Due to related parties                             265,258          86,525
                                                     --------         -------
     Total current liabilities                        567,891          86,525
                                                     --------         -------

COMMITMENTS AND CONTINGENCIES (Note 9)                     --              --

STOCKHOLDERS' EQUITY (DEFICIENCY)
   Common stock, $.001 par value; 125,000,000 shares
    authorized, 11,814,686 and 8,225,022 shares
    issued and outstanding                             11,815           8,225
   Additional paid-in capital                       6,627,095          46,775
   Total other comprehensive income                    28,213              --
   Accumulated deficit                             (1,491,894)       (114,175)
                                                   ----------        --------
     Total stockholders' equity (deficiency)        5,175,229         (59,175)
                                                    ---------         -------
     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIENCY)                          $5,743,120         $27,350
                                                   ==========         =======




<PAGE>


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



                                                        For the Years Ending
                                                             December 31,
                                                        -----------------------
                                                      2001                2000
                                                     -------            -------
Revenue, net                                     $       -            $      -
                                                 ----------           --------

General and administrative expenses
   Depreciation and amortization                    298,478               185
   Professional and consulting fees                 560,213                 -
   Public relations and advertising                 171,101                 -
   Research and development                         165,000                 -
   Travel and entertainment                          35,002                 -
   Executive compensation                                 -             5,000
   Other general and administrative expense          27,413            18,101
                                                   --------          --------
Total general and administrative expenses         1,257,207            23,286
                                               ------------         ---------

Loss from operations                             (1,257,207)          (23,286)

Interest expense                                    (15,438)                -
                                                 -----------         --------

Loss before provision for income taxes           (1,272,645)          (23,286)

Provision for income taxes                                -                 -
                                              -------------           -------
Loss from continuing operations                  (1,272,645)          (23,286)

Discontinued operations:
Loss from operations of BioLargo, net
  of $-0- tax effect                               (105,074)                -
                                                 -----------       ----------
Net loss                                       $ (1,377,719)      $   (23,286)
                                              ==============     =============

Loss per share - basic and diluted:
   Loss per share - continuing operations       $     (0.11)     $      (0.00)
   Loss per share - discontinued operations           (0.01)            (0.00)
                                                  ----------      -------------
Net loss per share - basic and diluted          $     (0.12)     $      (0.00)
                                                ===========       =============

Weighted average shares outstanding -
  basic and diluted                              11,080,540         8,225,022
                                                ===========      =============




<PAGE>


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



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

 Net Loss                                        $(1,377,719)       $ (23,286)

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

COMPREHENSIVE LOSS                               $(1,349,506)       $ (23,286)
                                                 ===========        ==========























<PAGE>


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



<TABLE>
<S>                             <C>         <C>        <C>          <C>         <C>          <C>
                                                                               Total
                                                                               Other       Total
                                                   Additional                 Compre-   Stockholders'
                                Common Stock         Paid-in     Accumulated   hensive      Equity
                             Shares       Amount     Capital     Deficit       Income    (Deficiency)
                           -----------   ---------   ---------  -----------  --------  -----------

Balance at December 31,     8,225,0220   $  8,225   $  41,775   $  (90,889)   $     -     $  (40,889)
1999,Restated

Capital contributed by a
  shareholder  in the form
of executive compensation           -           -       5,000           -           -          5,000
Net loss                            -           -           -     (23,286)          -        (23,286)
                           ----------      ------      ------  -----------    -------      ---------
Balance at December 31,     8,225,022       8,225      46,775    (114,175)          -        (59,175)
2000

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 reverse
   split                    1,950,000       1,950   3,898,050           -           -      3,900,000
Issuance  of common  stock
in settlement of convertible
 notes payable              1,544,404       1,545   2,329,700           -           -      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                            -           -           -   (1,377,719)         -     (1,377,719)
                           -----------    -------     -------   -----------   --------     -----------

Balance at December 31,
2001                       11,814,686    $ 11,815   $6,627,095 $(1,491,894)  $ 28,213      $5,175,229
                           ==========   =========   ========== ===========   ========     ===========

</TABLE>









<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                                          $ (1,377,719)        $(23,286)
Adjustments to reconcile net loss to net
  cash used in operating activities:
  Depreciation and amortization                        298,478              185
  Common stock issued for services                      22,000                -
  Executive compensation                                     -            5,000
  Issuance of warrants                                 175,000                -
Changes in certain assets and liabilities:
  Increase in accounts payable and accrued expenses    312,786                -
  Increase in due to related parties                    12,980                -
                                                    ----------         --------
Total cash used in operating activities               (556,475)         (18,101)
                                                      ----------       --------

CASH FLOWS FROM INVESTING ACTIVITIES
  Increase in due from related party                   (13,000)              -
  Purchase of livestock                                      -         (13,313)
                                                      ---------        -------
Total cash used in investing activities                (13,000)        (13,313)
                                                      ----------       --------

CASH FLOWS FROM FINANCING ACTIVITIES
  Advances from affiliates                                   -          27,600
  Issuance of common stock for cash                     96,490               -
  Increase in due to related parties                   238,056               -
                                                      ----------      --------
Total cash provided by financing activities            334,546          27,600
                                                      ----------      --------

NET DECREASE IN CASH AND CASH EQUIVALENTS             (234,929)         (3,814)

CASH PROVIDED BY DISCONTINUED OPERATIONS               228,329               -

CASH AND CASH EQUIVALENTS - BEGINNING                   14,222          18,036
                                                      --------        --------
CASH AND CASH EQUIVALENTS - ENDING                   $   7,622        $ 14,222
                                                     =========        ========

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







<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 from Lagostar Trading S.A. in exchange for 1,950,000 shares of the
   Company's common stock, which was valued at a fair market value of $3,900,000
   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 convertible
   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 convertible 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.

o  During the year ended December 31, 2001, the Company incurred $175,000 of
   expense relating to the issuance of warrants.
























<PAGE>


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 Notes 2b and 10).

           The accompanying consolidated financial statements are prepared in
           conformity with accounting principles generally accepted in the
           United States of America applicable to a going concern which
           contemplates the realization of assets and liquidation of liabilities
           in the normal course of business. 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 $547,269 and
           incurred a loss for the year ended December 31, 2001, of $1,377,719.
           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 and exploring other options to raise
           additional capital (see Note 12).

           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.

           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. At December 31, 2001, the Company used
           estimates to determine the realization of its patents and
           intellectual property. The Company estimates the recoverability of
           these assets by using undiscounted cashflows based on future
           operating activities. Actual results could differ from those
           estimates.








<PAGE>


NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           Revenue Recognition

           Revenue is recognized based upon the accrual method of accounting.
           Revenue is recorded 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 is cash and cash equivalents arising
           from Company's normal business activities. The Company places its
           cash with high quality financial institutions and at times may exceed
           the insured limits.

           Fair Value of Financial Instruments

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

           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 to be 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.







<PAGE>


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           Patents

           Patents are stated at cost. Amortization is calculated using the
           straight-line method over the estimated useful life of 15 years.
           Patents are periodically analyzed 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 ("SFAS No. 121"), "Accounting for the Impairment of
           Long-Lived Assets and for Long-Lived Assets to be Disposed Of," would
           be recognized.

           Intellectual Properties

           Intellectual properties are stated at cost. Amortization is
           calculated using the straight-line method over the estimated useful
           life of 15 years. Intellectual properties are periodically analyzed
           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 the cost to sell.






<PAGE>


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           Advertising Costs

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

           Income Taxes

           Income taxes are provided for based on the liability method of
           accounting pursuant to SFAS No. 109, "Accounting for Income Taxes."
           The liability method requires the recognition of deferred tax assets
           and liabilities for the expected future tax consequences of temporary
           differences between the reported amount of assets and liabilities and
           their tax basis.

           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.

           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 using the 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.









<PAGE>


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 potentially dilutive common
           shares outstanding during the period. The computation of Diluted EPS
           does not assume conversion, exercise or contingent exercise of
           securities that would have an antidilutive effect on earnings. As of
           December 31, 2001, the Company had approximately 2,553,538
           potentially anti-dilutive securities.

           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." 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
           Consolidated Statement of Comprehensive Loss in the accompanying
           consolidated financial statements.

           Segment Disclosure

           SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
           Information," was issued, which changes the way public companies
           report information about segments. SFAS No. 131, which is based on
           the selected segment information, requires quarterly and annual
           disclosures about products and services, major customers, and the
           material countries in which the entity holds assets and reports
           revenues. The Company had two reportable segment during the year
           ended December 31, 2001. The second reportable segment is being shown
           as a discontinued operation as of December 31, 2001 (see Note 10).

           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. 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. The
           adoption of this pronouncement did not affect the Company's financial
           position or results of operations since the Company has not
           participated in such activities covered under this pronouncement.






<PAGE>


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 addresses the initial
           recognition, measurement and amortization of intangible assets
           acquired individually or with a group of other assets (but not those
           acquired in a business combination), and addresses the amortization
           provisions for excess cost over fair value of net assets acquired or
           intangibles acquired in a business combination. The statement is
           effective for fiscal years beginning after December 15, 2001, and is
           effective July 1, 2001 for any intangibles acquired in a business
           combination initiated after June 30, 2001. After adoption of this
           pronouncement the Company will no longer amortize goodwill, but may
           need to reapportion goodwill to other intangible assets and as a
           result may incur amortization on those intangible assets. Management
           does not expect that the adoption of this pronouncement to have a
           material impact on the Company's financial position or results of
           operations.

           In October 2001, the FASB recently issued SFAS No. 143, "Accounting
           for Asset Retirement Obligations," which requires companies to record
           the fair value of a liability for asset retirement obligations in the
           period in which they are incurred. The statement applies to a
           company's legal obligations associated with the retirement of a
           tangible long-lived asset that results from the acquisition,
           construction, and development or through the normal operation of a
           long-lived asset. When a liability is initially recorded, the company
           would capitalize the cost, thereby increasing the carrying amount of
           the related asset. The capitalized asset retirement cost is
           depreciated over the life of the respective asset while the liability
           is accreted to its present value. Upon settlement of the liability,
           the obligation is settled at its recorded amount or the company
           incurs a gain or loss. The statement is effective for fiscal years
           beginning after June 30, 2002. The Company does not expect the
           adoption to have a material impact to the Company's financial
           position or results of operations.

           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.















<PAGE>


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           New Accounting Pronouncements (Continued)

          During April 2002, the FASB issued  Statement No. 145,  "Rescission of
          FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13,
          and Technical Corrections." This statement rescinds FASB Statement No.
          4, "Reporting Gains and Losses from  Extinguishments  of Debt," and an
          amendment of that Statement,  FASB Statement No. 64,  "Extinguishments
          of Debt Made to Satisfy Sinking-Fund Requirements," and FASB Statement
          No. 44,  "Accounting  for Intangible  Assets of Motor  Carriers." This
          Statement  amends FASB Statement No. 13,  "Accounting  for Leases," to
          eliminate  an  inconsistency   between  the  required  accounting  for
          sale-leaseback  transactions  and the required  accounting for certain
          lease  modifications  that have  economic  effects that are similar to
          sale-leaseback transactions.  The Company does not expect the adoption
          of FASB No. 145 to have a material  impact on the Company's  financial
          position or results of operations.

           In July 2002, the FASB issued SFAS No. 146 "Accounting for Exit or
           Disposal Activities." The provisions of this statement are effective
           for disposal activities initiated after December 31, 2002, with early
           application encouraged. The Company does not expect the adoption of
           FASB No. 146 to have a material impact on the Company's financial
           position or results of operations.

NOTE 2 -   ACQUISITION OF ASSETS

           a)  On February 21, 2001, the Company acquired patents and
               intellectual properties with a fair market value of $3,900,000
               ($30,000 and $3,870,000, respectively) 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 4, 5, 7b and 7d). The Company's common stock was
               valued at $2.00 per share as determined by the board of
               directors. The Company's common stock was not publicly traded
               until March 30, 2001, at which time it opened in excess of $2.00
               per share.

           b)  On March 25, 2001, the Company acquired certain assets from Curex
               Technologies, Inc. ("Curex") and, as consideration, also accepted
               certain convertible notes payable totaling $2,326,869 (see Notes
               4, 5, 6 and 10). The assets acquired consisted of:

                   Patents                               $    353,878
                   Intellectual Properties                  1,715,674
                   Cash                                       129,032
                   51% Interest in BioLargo                   128,285
                                                        -------------

                   Total assets acquired                  $ 2,326,869
                                                          ===========










<PAGE>


NOTE 2 -   ACQUISITION OF ASSETS (Continued)

           As of the date of acquisition, BioLargo's fair value was 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-party transactions are as follows:

           Due from Related Parties

           As of December 31, 2001, the Company has a receivable totaling
           $13,000 from BioLargo, its 51% owned subsidiary that is being
           accounted for as a discontinued operation. This receivable will be
           owed by BioLargo after the sale is complete (see Notes 10 and 12).

           Due to Related Parties
                                                            December 31,
                                                          2001          2000
                                                      --------      ----------

      a)  Due to shareholder                          $ 252,278      $      -
      b)  Due to Pacific Bioscience Research Center      12,980             -
      c)  Due to shareholder/former officer                   -        86,525
                                                       ---------      -------
               Total due to related parties           $ 265,258      $ 86,525
                                                      =========      ========

           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 purchase
               the Company's common stock at $0.50 per share (see Note 8a).







<PAGE>


NOTE 3 -   RELATED-PARTY TRANSACTIONS (Continued)

           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.

           c)  During the year ended December 31, 2000, the Company received
               advances to help operations from a shareholder of the Company.
               The amount advanced during the year ended December 31, 2000,
               totaled $86,525. During the year ended December 31, 2001, the
               Company transferred livestock with a net book value of $13,128 to
               the shareholder as payment in full on the related-party payable
               totaling $72,303 as of the date of transfer. The difference of
               $59,175 has been recorded as a contribution to capital.


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 24 countries with ongoing
               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 $597,207 of which $213,329 are
           included in assets in excess of liabilities of discontinued
           operations and were acquired as follows:

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

          b)   Patents   totaling   $353,878  were  acquired   relating  to  the
               acquisition of certain assets of Curex (see Note 2b); and

          c)   Patents   totaling   $213,329  were  acquired   relating  to  the
               acquisition of BioLargo (see Note 2b and 10).







<PAGE>


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 $5,585,674 with
           related accumulated amortization of $279,284 and were acquired as
           follows:

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

               b)   Intellectual  properties  totaling  $1,715,674 were acquired
                    relating to the  acquisition of certain assets of Curex (see
                    Note 2b).


NOTE 6 -   CONVERTIBLE NOTES PAYABLE

           On March 25, 2001, the Company acquired convertible 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 and were convertible into shares of common
           stock. Convertibility was defined in the original note agreements and
           was assumed by the Company upon acquisition of such notes. The
           conversion price of the convertible notes payable varied from $0.17
           to $3.50 per share. 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 which includes fair
               market value determination).

           c)  During the year ended December 31, 2000, the Company cancelled
               24,600,004 shares of its common stock in anticipation of a
               13-for-1 forward stock split.







<PAGE>


NOTE 7 -   EQUITY TRANSACTIONS (Continued)

           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
               to 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 convertible notes payable and
               accrued interest totaling $2,331,245 (see Note 6 which includes
               fair market value determination).

           g)  During the year ended December 31, 2001, the Company issued
               11,000 shares of the Company's common stock with a fair market
               value of $22,000 for services. Fair market value of stock given
               was determined based on the closing price of the stock on the
               date of approval by the board of directors.

           h)  During the year ended December 31, 2001, the Company sold 84,260
               units consisting of 84,260 shares of the Company's common stock
               and 84,260 warrants entitling the holder to purchase 84,260
               shares of the Company common stock for $96,490.


NOTE 8 -   STOCK WARRANTS

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

                                                                     Average
                                                                     Exercise
                                                         Number      Price Per
                                                                       Share
                                                       -----------  ------------

               Outstanding, January 1, 1999 and 2000           -     $      -
                  Granted                                336,538         0.69
                                                       ---------    -----------

               Balance, December 31, 2001                336,538     $   0.69
                                                       =========    ===========














<PAGE>


NOTE 8 -   STOCK WARRANTS (Continued)

           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
               $175,000 of expense relating to the issuance of the warrants
               below market. The fair value of the warrant was estimated on the
               date of grant using the Black Scholes model. The following
               assumptions were used: average risk-free interest rate of 4.39%;
               expected life of one year; dividend yield of 0%; and expected
               volatility of 123.75%. These warrants expire February 15, 2004.

           b)  On October 29, 2001, Bitazol S.A. paid $65,000 for 52,000 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's common stock together with 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 had an employment  contract
               with an officer of the Company that provided 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 per month pursuant to a lease which expires May
               31, 2003.  During the year ended  December 31, 2001,  the Company
               had rent expense totaling  $3,165.  Future minimum lease payments
               are as    follows:

                        Year ended
                        December 31,                        Amount

                           2002                             $37,980
                           2003                              15,825
                                                            -------
                                                            $53,805
                                                            =======


<PAGE>






NOTE 10 -  DISCONTINUED OPERATIONS

           Subsequent to December 31, 2001, the Company entered into an option
           agreement with Turtle Dove Resources, Inc. ("Turtle"), which gave
           Turtle the option to acquire 9,000,001 of the 10,000,001 shares of
           BioLargo's common stock owned by the Company (see Note 12).

           BioLargo had assets of approximately $270,000 with liabilities
           totaling approximately $196,500 as of December 31, 2001. The minority
           interest portion of BioLargo totaled $22,000 as of December 31, 2001.
           The Company's investment in BioLargo as of December 31, 2001 was
           approximately $23,000. As described above, the Company implemented a
           formal plan to sell BioLargo subsequent to December 31, 2001 and
           expects to recognize a gain on the sale of their investment.
           Accordingly, the Company has accounted for BioLargo as a discontinued
           operation as of December 31, 2001, and has shown their losses
           separately on the consolidated statement of operations as well as
           their assets and liabilities, net on the consolidated balance sheet.
           During the year ended December 31, 2001, BioLargo had sales of
           approximately $255,000, cost of sales of approximately $134,000, a
           gross profit of approximately $121,000 and a net loss of
           approximately $292,000. The Company's anticipated gain on the sale of
           BioLargo will be recognized upon realization.


NOTE 11 -  INCOME TAXES

           The components of the provision for income taxes are as follows:

                                                       For The Years Ended
                                                            December 31,
                                                        2001          2000
                                                      --------      ----------
           Current Tax Expense                       $      -       $     -
            U.S. Federal                                    -             -
            State and Local
                                                     ---------     --------
               Total current                                -             -
                                                     ---------     --------

           Deferred Tax Expense                      $      -      $      -
            U.S. Federal                                    -             -
            State and Local
                                                     ---------     --------
               Total Deferred                               -             -
                                                     ---------     --------

           Total Tax Provision (Benefit)
             From Continuing Operations              $       -     $      -
                                                     =========     ========

           The reconciliation of the effective income tax rate to the Federal
           statutory rate is as follows for the years ended December 31, 2001
           and 2000:

           Federal Income Tax Rate                       (34.0%)
           Effect of Valuation Allowance                  34.0%
                                                     ----------

           Effective Income Tax Rate                       0.0%
                                                     ==========





<PAGE>


NOTE 11 -  INCOME TAXES (Continued)

           At December 31, 2001 and 2000, the Company had net carryforward
           losses of approximately $1,487,000 and $114,000, respectively.
           Because of the current uncertainty of realizing the benefit of the
           tax carryforwards, a valuation allowance equal to the tax benefit for
           deferred taxes has been established. The full realization of the tax
           benefit associated with the carryforwards depends predominantly upon
           the Company's ability to generate taxable income during the
           carryforward period.

           Deferred tax assets and liabilities reflect the net tax effect of
           temporary differences between the carrying amount of assets and
           liabilities for financial reporting purposes and amounts used for
           income tax purposes. Significant components of the Company's deferred
           tax assets and liabilities are as follows:

           Deferred Tax Assets
              Loss Carryforwards                     $ 506,000     $ 39,000
              Less:  Valuation Allowance              (506,000)     (39,000)
                                                     ----------    ---------

           Net Deferred Tax Assets                   $       -     $      -
                                                     =========     ========

           Net operating loss carryforwards expire through 2020. Per year
           availability is subject to change of ownership limitations under
           Internal Revenue Code Section 382.


NOTE 12 -   SUBSEQUENT EVENTS

o    Subsequent to December 31, 2001, the Company sold 105,313 shares its common
     stock for $78,976.

o    On April 1, 2002,  the Company  issued 77,149 shares of its common stock in
     settlement  of a payable  totaling  $49,139.  The fair market  value of the
     stock on the date of issuance was $54,604.  An  additional  $5,465 of stock
     issuance expense will be recognized.

o    On January 20, 2002,  the Company  issued  105,513  warrants  entitling the
     holder to purchase  105,513 shares of the Company's  common stock for $0.75
     per share.  The Company will recognize  $55,058 of expense  relating to the
     issuance of the  warrants.  The fair value of the warrant was  estimated on
     the date of grant using the Black  Scholes  pricing  model.  The  following
     assumptions were used: average risk-free  interest rate of 4.34%;  expected
     life of one year; dividend yield of 0%; and expected volatility of 129.47%.
     These warrants expire January 20, 2004.

o    On January 21, 2002, an unrelated  third party was issued 100,000  warrants
     to  purchase  100,000  shares of the  Company's  common  stock at $0.50 per
     share.  These warrants were issued as additional  consideration  for a cash
     investment into the Company.  The Company will recognize $77,000 of expense
     relating to the issuance of the warrants. The fair value of the warrant was
     estimated on the date of grant using the Black Scholes  pricing model.  The
     following  assumptions were used: average risk-free interest rate of 4.34%;
     expected life of one year; dividend yield of 0%; and expected volatility of
     129.47%. These warrants expire January 21, 2004.


<PAGE>


NOTE 12 -   SUBSEQUENT EVENTS (Continued)

o    On March 15, 2002, an unrelated third party was issued 200,000  warrants to
     purchase  200,000 shares of the Company's  common stock,  100,000 shares at
     $0.50  and  100,000  shares  at  $1.00.   These  warrants  were  issued  as
     consideration  for  services  rendered to the  Company.  The  Company  will
     recognize $33,000 of expense relating to the issuance of the warrants.  The
     fair value of the  warrant  was  estimated  on the date of grant  using the
     Black Scholes pricing model. The following  assumptions were used:  average
     risk-free interest rate of 4.74%; expected life of one year; dividend yield
     of 0%; and expected volatility of 134.09%.  These warrants expire March 15,
     2004.

o    During  April 2002,  an unrelated  third party loaned the Company  $50,000.
     This loan is  convertible  into  common  stock of the  Company  at the note
     holder's option at the fair market value of the common stock on the date of
     conversion. If this note is converted, the note holder would be entitled to
     warrants to purchase the Company's  common stock at an exercise price equal
     to the conversion price on the date converted.  The estimated fair value of
     the warrants was  estimated on the date the note was entered into using the
     Black Scholes pricing model. The following  assumptions were used:  average
     risk free  interest  rate of 3.42%;  expected  life of two years;  dividend
     yield of 0%; and expected  volatility  of 278.36%.  The  allocation  of the
     proceeds to the fair value of the warrants of $24,194 will be recorded as a
     discount on the note. and as additional paid-in capital.  The discount will
     be  amortized  over the  maturity  period of the  note.  As a result of the
     beneficial  conversion  feature  described  above,  the Company will record
     $21,069 as additional  paid-in  capital and a discount on the notes payable
     which will be amortized over the note maturity period to interest  expense.
     The note will mature two years after the agreement has been entered into.

o    During June 2002, an unrelated third party loaned the Company $60,000. This
     loan is  convertible  into common stock of the Company at the note holder's
     option  at the  fair  market  value  of the  common  stock  on the  date of
     conversion. If this note is converted, the note holder would be entitled to
     warrants to purchase the Company's  common stock at an exercise price equal
     to the conversion price on the date converted.  The estimated fair value of
     the warrants was  estimated on the date the note was entered into using the
     Black Scholes pricing model. The following  assumptions were used:  average
     risk free  interest  rate of 2.99%;  expected  life of two years;  dividend
     yield of 0%; and expected  volatility  of 278.36%.  The  allocation  of the
     proceeds to the fair value of the warrants of $29,269 will be recorded as a
     discount on the note and as additional  paid-in capital.  The discount will
     be  amortized  over the  maturity  period of the  note.  As a result of the
     beneficial  conversion  feature  described  above,  the Company will record
     $25,269 as additional  paid-in  capital and a discount on the notes payable
     which will be amortized over the note maturity period to interest  expense.
     The note will mature two years after the agreement has been entered into.

o    On April 22, 2002, the Company:

     i.   adopted a  Non-Qualified  Stock  Option  Plan,  which  authorizes  the
          issuances  of up to  2,500,000  options  to  purchase  shares  of  the
          Company's  common  stock.  The  Company  granted  options to  purchase
          2,217,000 shares of common stock to the Company's officers, directors,
          employees and other persons. The options are exercisable at a price of
          $1.00 per share at any time prior to November 1, 2004.

 NOTE 12 -
          SUBSEQUENT EVENTS (Continued)

     ii.  adopted a Stock Bonus Plan,  which  authorizes  the  issuance of up to
          1,000,000 shares of common stock.

          No stock options have been subsequently exercised.

     o    On June 28, 2002,  the Company  entered into an option  agreement with
          Turtle Dove Resources,  Inc. ("Turtle"),  which gave Turtle the option
          to acquire  9,000,001 of the  10,000,001  shares of BioLargo's  common
          stock owned by the  Company.  Turtle can  exercise the option any time
          until December 31, 2002.  The purchase price for the 9,000,001  shares
          is $505,000.  Subsequent  to December 31, 2001,  the Company  received
          $155,000 from Turtle as partial  consideration  for the purchase price
          of  BioLargo.  BioLargo  had  assets of  approximately  $423,000  with
          liabilities totaling  approximately  $310,000 as of June 28, 2002. The
          Company's  investment  in BioLargo as June 28, 2002 was  approximately
          $128,000.  The Company  expects to recognize a gain on the sale of its
          investment  in BioLargo.  Accordingly,  the Company has  accounted for
          BioLargo as a discontinued  operation as of December 31, 2001, and has
          shown  their  losses  separately  on  the  consolidated  statement  of
          operations.  The  Company's  anticipated  gain on the sale of BioLargo
          will be recognized upon realization.






<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 February 2003.


                                    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/ Phil Gold
                                         ---------------------------------
                                         Phil Gold, Director



                                  CERTIFICATION

In connection with the Annual Report of Whispering Oaks International, Inc. (the
"Company") on Form 10-KSB/A for the year ending December 31, 2001 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), we,
Dr. Ricardo Moro-Vidal, President and Chief Executive Officer and Dr. Gerald
Wittenberg, Principal Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of my knowledge:

(1)  The Report fully complies with the  requirements  of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects the financial condition and results of the Company.


Date:  February 14, 2003
                                  By: /s/ Dr. Ricardo Moro-Vidal
                                      ----------------------------
                                      Dr. Ricardo Moro-Vidal, President and
                                       Chief Executive Officer & Director


                                  By: /s/ Dr. Gerald Wittenberg
                                     --------------------------------
                                     Dr. Gerald Wittenberg, Principal Financial
                                     Officer

<PAGE>


                                 CERTIFICATION

I, Dr. Ricardo Moro-Vidal, certify that:

1.   I have  reviewed  this  Annual  Report on Form  10K-SB of  Whispering  Oaks
     International, Inc. (dba BioCurex, Inc.);

2.   Based on my  knowledge,  this  Annual  Report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this Annual Report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this Annual Report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this Annual Report;


Date: February 14, 2003
                                    /s/ Dr. Ricardo Moro-Vidal
                                    -----------------------------------
                                    Dr. Ricardo Moro-Vidal, President and Chief
                                    Executive Officer




<PAGE>



                                 CERTIFICATION

I, Dr. Gerald Wittenberg, certify that:

4.       I have reviewed this Annual Report on Form 10K-SB of Whispering Oaks
         International, Inc. (dba BioCurex, Inc.);

5.       Based on my knowledge, this Annual Report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this Annual Report;

6.       Based on my knowledge, the financial statements, and other financial
         information included in this Annual Report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the Registrant as of, and for, the periods presented in
         this Annual Report;


Date: February 14, 2003             /s/ Dr. Gerald Wittenberg
                                    -----------------------------------
                                    Dr. Gerald Wittenberg, Principal Financial
                                    Officer