SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
 (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, 2002
                                       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 (18,161,156 shares) based upon the closing price of the Company's common
stock on March 31, 2003, was approximately $4,180,000.

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

As of March 31, 2003, the Company had 20,510,585 issued and outstanding shares
of common stock.


<PAGE>


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.

The Company filed an Assumed Name Certificate with the Texas Secretary of State
in March 2001 to enable the Company to conduct its business under the name of
"BioCurex, Inc." At its next shareholders' meeting the Company plans to obtain
shareholder approval to change the name of the Company from Whispering Oaks
International, Inc. to BioCurex, Inc.

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.

<PAGE>


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 March 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 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 March 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.

As of March 31, 2003 the Company did not have any useable Histo-Recaf kits in
inventory and did not have the funds required to manufacture any Histo-Recaf
kits for sale. If sufficient funding is obtained (approximately $250,000) the
Company plans to use Biosciences Research Centre to manufacture Histo-Recaf kits
for future sale. The Company expects that the manufacturing cost will be
approximately $50 per kit. The Company may use a third party to manufacture the

<PAGE>


kits if future sales justify producing the kits in large quantities.

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 yet applied to the FDA, Canada's Health Products
and Food Branch, or any other regulatory authority for authorization to sell the
Cyro-RECAF(TM) kit on a commercial basis.

Since March 2002, the Company has been working on the development of a screening
assay, based upon the Company's RECAF(TM) technology, which can detect multiple
cancers from a blood (serum) sample. 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 If sufficient funds are available ($300,000 to
$500,000) the Company plans to complete the development of a prototype assay. If
the Company is successful in developing this assay, the Company will attempt to
license the assay technology to pharmaceutical firms that have 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. Turtle's option expired in
December 2002. In November 2002 the Company sold 900,000 shares of BioLargo to
Eastern Capital Corp. for $50,000. As of March 31, 2003 the Company did not have
an agreement with any person to sell its remaining BioLargo shares. As of
December 31, 2002, the Company's remaining 5,950,001 shares in BioLargo did not,
for financial reporting purposes, have any cost basis.



<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 March 31, 2003, there were approximately 195 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. The high and low trading range on
the OTC:BB for each quarter for the calendar year of 2001 and 2002 is reflected
below:

         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

            3/31/02                     1.51             0.50
            6/30/02                     0.82             0.10
            9/30/02                    0.149             0.05
           12/31/02                     0.11             0.03

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.

Issuance of Restricted Stock

     During the three months ended December 31, 2002 the Company issued:

     105,313 shares of common stock for $78,985 in cash,

     1,100,000  shares  of  common  stock  upon the  conversion  of notes in the
     principal amount of $110,000,

<PAGE>

     2,300,000  shares of its common  stock for  consulting  services,  having a
     value at the time of issuance of $115,000, and

     929,244  shares of common stock in  settlement of payables in the amount of
     $75,110.

The shares issued during the three months ended December 31, 2002 were not
registered under the Securities Act of 1933 but were sold in reliance upon the
exemption provided by Section 4(2) of the Act. The persons who acquired these
shares were either accredited or sophisticated investors. The shares of common
stock were acquired for investment purposes only and without a view to
distribution. The persons who acquired these shares were fully informed and
advised about matters concerning the Company, including the Company's business,
financial affairs and other matters. The persons acquired these shares for their
own accounts. The certificates representing the shares of common stock bear
legends stating that the shares may not be offered, sold or transferred other
than pursuant to an effective registration statement under the Securities Act of
1933, or pursuant to an applicable exemption from registration. The shares, when
issued, were "restricted" securities as defined in Rule 144 of the Securities
and Exchange Commission.

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

Plan of Operation

In February 2001, the Company discontinued its former business, which was the
purchase and sale of thoroughbred racehorses. In February and March of 2001, the
Company acquired certain patents and intellectual properties relating to a
technology which can be used to detect cancer. Since that time, the Company has
been involved in developing marketing its Histo-RECAF(TM) cancer detection kits.
As of March 31, 2003, the Company had not generated any revenues from the sale
of its Histo-RECAF(TM) cancer detection kits.

As of March 31, 2003 the Company did not have any useable Histo-Recaf kits in
inventory and did not have the funds required to manufacture any Histo-Recaf
kits for sale. If sufficient funding is obtained (approximately $250,000) the
Company plans to use Pacific Biosciences Research Centre to manufacture
Histo-Recaf kits for future sale. The Company expects that the manufacturing
cost will be approximately $50 per kit. The Company may use a third party to
manufacture the kits if future sales justify producing the kits in large
quantities. During the year ended December 31, 2003 the Company will continue
its efforts to market its Histo-RECAF(TM) diagnostic kit.

If sufficient funds are available ($300,000 to $500,000) the Company plans to
complete the development of a prototype which can detect multiple cancers from a
blood (serum) sample assay. If the Company is successful in developing this
assay, the Company will attempt to license the assay technology to
pharmaceutical firms that have 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.

Results of Operations

Material changes of certain items in the Company's Statement of Operations for
the year ended December 31, 2002, as compared to the same period last year, are
discussed below:



<PAGE>


                              Increase (I)
Item                       or Decrease (D)                Reason

Depreciation and Amortization     D      The Company adopted  SFAS   142   and
                                         accordingly ceased amortizing
                                         intellectual properties.  Intellectual
                                         properties are stated at cost and are
                                         periodically analyzed for impairment of
                                         the carrying amount as compared to the
                                         fair value of the assets. Management is
                                         of the opinion  that   the   Company's
                                         intellectual properties were not
                                         impaired during the year ended
                                         December 31, 2002 and as a result a
                                         reduction in the cost basis of these
                                         assets was not necessary during the
                                         period.
Professional and Consulting Fees  I      Expense associated with 2,384,549
                                         shares issued during the year for
                                         consulting services.
Public Relations and Advertising  D      In an effort to conserve cash, the
                                         Company reduced expenditures in these
                                         areas.
Research and Development          I      Development of improvements to the
                                         Company's Histo-Recaf diagnostic test
                                         and development of a screening assay
                                         based on blood samples.
Gain on Sale of Investment        I      Sale of part of Company's interest in
                                         Biolargo Technologies for $230,660.
Interest Income                   I      See Note 6 to the Company's financial
                                         statements.

Liquidity and Capital Resources

During the year ended December 31, 2002, the Company's operations used $769,732
in cash. During this period the Company satisfied its cash requirements
primarily through:

      sale of convertible notes                                      $110,000

      sale of part of Company's interest in Biolargo
      Technologies                                                    230,666

      sale of common stock in private placements                       78,985

      advances from Dr. Wittenberg                                     30,782

      increase in accrued interest on advances from  Dr.
      Wittenberg                                                       29,035

      agreement of Dr. Moro and Dr.  Wittenberg  to defer part of
      their  compensation  due for the year  ended  December  31,
      2002                                                            108,000

As at December 31, 2001, the Company had a 51% interest in BioLargo
Technologies, Inc. . During the year ended December 31, 2002, the Company sold a
portion of its interest in BioLargo Technologies, Inc. for gross proceeds of
$230,266, reducing their interest from approximately 51% to 30%. For the year
ended December 31, 2001, the Company accounted for its investment in BioLargo as
a discontinued operation and reflected its losses separately on the consolidated
statement of operations. As of December 31, 2002, the investment in BioLargo
Technologies, Inc., for financial reporting purposes, did not have any cost
base.

The Company anticipates that the capital requirements for the year ended
December 31, 2003 will be as follows:

<PAGE>


      Manufacturing Costs - Cancer Detection Kits              $250,000
      Research and Development - Histo-Recaf kits               300,000
      Research and Development - Serum screening assay          650,000
      Payment of Outstanding Liabilities                        540,000
      Repayment of Advances from a Director                     290,000
      General and Administrative Expenses                       650,000
      Marketing and Investor Communications                     425,000
                                                                -------
                  Total:                                     $3,105,000
                                                             ==========

As of December 31, 2002, the Company had a working capital deficiency of
approximately $965,000. This working capital deficiency includes a $290,000 loan
from Dr. Gerald Wittenberg, an officer and director of the Company. 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.

Recent Accounting Pronouncements

See Note 1 to the Company's financial statements.

Critical Accounting Policies And Estimates

Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses the Company's consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. On an on-going
basis, management evaluates its estimates and judgments, including those related
to revenue recognition, intangible assets, financing operations, and
contingencies and litigation. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The Company's critical
accounting policies are described in the notes to the financial statements for
the fiscal year ended December 31, 2002 which are included as part of this
report.

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

<PAGE>

for these fiscal years did not contain an adverse opinion, or disclaimer of
opinion and was not qualified or modified as to audit scope or accounting
principles. However, the report of Mr. Hatfield for these fiscal years was
qualified with respect to uncertainty as to the Company's ability to continue as
a going concern. During the Company's two most recent fiscal years and
subsequent interim period ending May 2, 2001, there were no disagreements with
Mr. Hatfield on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of Mr. Hatfield would have caused him to make
reference to such disagreements in his report.

The change in the Company's auditors was recommended and approved by the board
of directors of the Company. The Company does not have an audit committee.
During the two most recent fiscal years and subsequent interim period ending May
2, 2001, the Company did not consult Merdinger, Fruchter, 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   50           President and a Director
      Dr. Gerald Wittenberg    50           Chairman, Principal Financial
      Officer,Director
      Dr. Phil Gold, PhD       65           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.

<PAGE>

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
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.

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  Principal Chief  Financial  Officer and was replaced by Gerald
Wittenberg.

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 and 2002. The Company does not have a Compensation
Committee.
                                                                          All
                                           Other                         Other
                                          Annual     Restric-             Com-
                                          Compen-   ted Stock  Options   pensa-
      Name and     Fiscal  Salary  Bonus  sation     Awards    Granted    tion
Principal Position  Year    (1)     (2)     (3)        (4)      (5)       (6)
------------------ ------  ------  -----  ------    ---------  -------   ------

Dr. Ricardo         2002  $27,000     --       --        --    600,000      --
 Moro-Vidal
Chief Executive
Officer since
December 10, 2002

<PAGE>

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

Dr. Strathearn
 Wilson            2002   $  5,732    --      --        --     125,000      --
Chief Executive    2001   $ 22,785
Officer between
March 2001 and
April 2002

(1)  The dollar value of base salary (cash and non-cash) received.
(2)  The dollar value of bonus (cash and non-cash) received.
(3)  Any other annual compensation not properly  categorized as salary or bonus,
     including perquisites and other personal benefits, securities or property.
(4)  During  the  periods  covered  by the  table,  the  value of the  shares of
     restricted  stock issued as compensation for services to the persons listed
     in the table.
(5)  The shares of common  stock to be received  upon the  exercise of all stock
     options granted during the periods covered by the Table.
(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. See Stock Options below for information concerning options
granted to the Company's officers and directors.

Stock Option and Bonus Plans

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

<PAGE>

Non-Qualified Stock Option Plan

The Non-Qualified Stock Option Plan authorizes the issuance of shares of the
Company's Common Stock to persons that exercise options granted pursuant to the
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
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

<PAGE>

for the Plans or materially increase in any other way the benefits accruing to
employees who are eligible to participate in the Plans.

            Options Granted During Fiscal Year Ending December 31, 2002

The following tables set forth information concerning the options or warrants
(collectively the "options") granted during the year ended December 31, 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 December 31, 2002.

                                       % of Total
                      Shares Issuable   Options
                      Upon Exercise     Granted to    Price Per   Expiration
 Name                  of Options (1)   Employees     Share (2)      Date
------                 --------------   ----------    ---------   ----------

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
Dr. Phil Gold          130,000           5.8%           $0.07      11/01/04

(1)   All of these options were granted pursuant to the Company's Non-Qualified
      Stock Option Plan. On March 12, 2003 Dr. Moro and Dr. Wittenberg each
      agreed to the cancellation of options for the purchase of 100,000 shares.
      Subsequently, all of the options in this table were exercised.
(2)   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. The
      Company's directors authorized the repricing of the options since the
      exercise price of the options prior to their repricing was substantially
      in excess of the market price of the Company's common stock on the
      repricing date and as a result the options no longer served as an
      effective incentive to the holders of the options.

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

                                                                 Value (in $) of
                                                 Number of         Unexercised
                                                Unexercised   In-the-Money Options at
                      Shares                     Options (3)  December 31, 2002 (4)
                    Acquired On     Value       Exercisable/       Exercisable/
Name                Exercise (1)  Realized (2)  Unexercisable     Unexercisable
----                ------------  ------------  ------------- -----------------------

Dr. Ricardo Moro-Vidal  --           --           600,000/--            --/--
Dr. Gerald Wittenberg   --           --           600,000/--            --/--
Dr. Gerald Wittenberg   --           --           252,278/-- (5)        --/--
Dr. Phil Gold           --           --           130,000/--            --/--

</TABLE>


(1)  The number of shares received upon exercise of options during the year
     ended December 31, 2002.
(2)  With respect to options exercised during the Company's year ended December
     31, 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 December 31, 2002,
     separated between those options that were exercisable and those options
     that were not exercisable. On March 12, 2003 Dr. Moro and Dr. Wittenberg
     each agreed to the cancellation of options for the purchase of 100,000
     shares. Subsequently, all of the options in this table, with the exception
     of options to purchase 252,278 shares held by Dr. Wittenberg, were
     exercised.
(4)  For all unexercised options held as of December 31, 2002, the market value
     of the stock underlying those options as of December 31, 2002.

<PAGE>

(5)  On December 5, 2002 the Company's Board of Directors approved a resolution
     lowering the exercise price of these options from $0.50 to $0.05. The
     Company's directors authorized the repricing of the options since the
     exercise price of the options prior to their repricing was substantially in
     excess of the market price of the Company's common stock on the repricing
     date and as a result the options no longer served as an effective incentive
     to the holder of the options.

Stock Bonuses

The following officers and directors of the Company have received shares of the
Company's common stock as a stock bonus:

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

      Dr. Ricardo Moro        3/12/03           100,000
      Dr. Gerald Wittenberg   3/12/03           100,000

Summary

The following table shows the weighted average exercise price of the outstanding
options granted pursuant to the Company's Non-Qualified Stock Option Plan as of
December 31, 2002. The Company's Non-Qualified Stock Option Plan has not been
approved by the Company's shareholders.

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

Non-Qualified Stock
 Option Plan             2,045,000         $0.07                   455,000

In March 2003 options to purchase 1,695,000 shares of common stock were
exercised at a price of $0.07 per share.

The following sets forth certain information, as of March 31, 2003, concerning
the stock options and stock bonuses granted by the Company pursuant to the
Plans. Each option represents the right to purchase one share of the Company's
common stock. The Plans have not been approved by the Company's shareholders.

                              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     750,000          N/A        55,000
Stock Bonus Plan           1,000,000         N/A      356,250       643,750

<PAGE>

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

The following table sets forth, as of March 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              850,000               4.1%
     1007-1625 West 13th Avenue
     Vancouver, British Columbia
     Canada  V6J 2E9

     Dr. Gerald Wittenberg             1,369,429               6.7%
     6857 Churchill Street
     Vancouver, British Columbia
     Canada  V6P 5B4

     Dr. Phil Gold                       130,000               0.6%
     3225 The Boulevard
     Westmount, Quebec
     Canada  H3Y 1S4

     All Officers and Directors        2,349,429              11.5%
     as a Group (3 persons)

(1) Excludes shares issuable upon the exercise of options/warrants held by the
    following person.

                                  Shares Issuable Upon      Option Exercise
         Name                      Exercise of Options           Price

         Gerald Wittenberg              252,278                  $0.05

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.

<PAGE>

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.

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

From March of 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 the Comany $426,500 for these services during the year
ended December 31, 2002 (year - ended December 31, 2001 - $165,000).

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 December 31, 2006, were issued as additional consideration for
advances made by Dr. Gerald Wittenberg to the Company. On December 5, 2002, the
Company's Board of Directors approved a resolution lowering the exercise price
of these warrants from $0.50 to $0.05. As of December 31, 2002 the Company owed
Dr. Wittenberg $283,061, plus accrued interest of $39,853, in connection with
these loans. The amounts due Dr. Wittenberg bear interest at 11% per year, are
unsecured and are due on demand.

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

In March 2003 the Company issued 725,000 shares of its common stock in
settlement of $132,000 in liabilities owed to four persons who were not
affiliated with the Company.



<PAGE>


ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
Number      Exhibit Name

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

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

  4.1       Non-Qualified Stock Option Plan                      (4)
                                                               --------

  4.2       Stock Bonus Plan                                     (4)
                                                               --------

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.
(4) Incorporated by reference to the same exhibit filed with the Company's
    registration statement on Form S-8 (Commission File # 333-103259).

The Company did not file any reports on Form 8-K during the three months ended
December 31, 2002.

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.
                              (DBA BIOCUREX, INC.)
                              FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001




                                      INDEX



Independent Auditors' Report                                             F-1

Balance sheets                                                           F-2

Statements of operations                                                 F-3

Statements of comprehensive loss                                         F-4

Statement of stockholders' equity                                        F-5

Statements of cash flows                                             F-6 - F-7

Notes to financial statements                                        F-8 - F-26




<PAGE>
                          INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying balance sheets of Whispering Oaks
International, Inc. as of December 31, 2002 and 2001, and the related statements
of operations, comprehensive loss, stockholders' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with 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 audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Whispering Oaks International,
Inc. as of December 31, 2002 and 2001, and the results of their operations and
their cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.

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



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


Santa Monica, California
March 13, 2003



<PAGE>

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


                                                             December 31,
                                                          2002          2001
                                                          ----          ----

                                     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                          $   3,531     $    7,622
   Accounts receivable                                    5,608              -
   Due from related party                                     -         13,000
                                                    -----------    -----------
     Total current assets                                 9,139         20,622

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

Patents, net of accumulated amortization
 of $44,786 and $19,194                                 339,092        364,684

Intellectual property, net of accumulated
 amortization of $279,284                             5,306,390      5,306,390
                                                    -----------    -----------

     TOTAL ASSETS                                    $5,654,621     $5,743,120
                                                    ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued expenses              $ 362,872     $  248,633
   Due to related parties                               611,096        319,258
                                                      ---------     ----------
     Total current liabilities                          973,968        567,891
                                                      ---------     ----------

COMMITMENTS AND CONTINGENCIES (Note 11)                       -              -

STOCKHOLDERS' EQUITY
   Common stock, $.001 par value; 125,000,000 shares
     authorized, 16,333,792 and 11,814,686 shares
     issued and outstanding                              16,334         11,815
   Additional paid-in capital                         6,929,945      6,627,095
   Total other comprehensive income                           -         28,213
   Prepaid consulting services                         (115,000)             -
   Accumulated deficit                               (2,150,626)    (1,491,894)
                                                     ----------     ----------
     Total stockholders' equity                       4,680,653      5,175,229
                                                     ----------     ----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 5,654,621     $5,743,120
                                                    ===========     ==========

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



<PAGE>


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

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


                                                               For the Years Ending
                                                                    December 31,
                                                          --------------------------------
                                                              2002               2001
                                                          --------------     -------------
Revenue, net                                              $      5,450       $         -
                                                          --------------     -------------

General and administrative expenses
   Depreciation and amortization                                25,592            298,478
   Professional and consulting fees                            632,721            560,213
   Public relations and advertising                             50,183            171,101
   Research and development                                    426,500            165,000
   Travel and entertainment                                     26,146             35,002
   Other general and administrative expense                     26,269             27,413
                                                          --------------     -------------
Total general and administrative expenses                    1,187,411          1,257,207
                                                          --------------     -------------

Loss from operations                                        (1,181,961)        (1,257,207)

Other income (expense):
   Gain on sale of investment (Note 12)                        230,666                  -
   Interest income (expense)                                   328,622            (15,438)
                                                          --------------     -------------
      Total other income (expense)                              559,288           (15,438)
                                                          --------------     -------------

Loss before provision for income taxes                        (622,673)        (1,272,645)

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

Loss from continuing operations                               (622,673)        (1,272,645)

Discontinued operations:
Loss from operations of BioLargo, net of $-0- tax effect       (36,059)          (105,074)
                                                          --------------     -------------

Net loss                                                  $   (658,732)      $ (1,377,719)
                                                          ==============     =============

Loss per share - basic and diluted:
   Loss per share - continuing operations                 $       (0.06)     $       (0.11)
   Loss per share - discontinued operations                       (0.00)             (0.01)
                                                          --------------     -------------
Net loss per share - basic and diluted                    $       (0.06)     $       (0.12)
                                                          ==============     =============

Weighted average shares outstanding - basic and diluted     11,975,715         11,080,540
                                                          ==============     =============

</TABLE>



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



<PAGE>


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

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

                                                                 For the Years Ended
                                                                    December 31,
                                                          ----------------------------------
                                                               2002               2001
                                                          ----------------   ----------------
COMPREHENSIVE LOSS

 Net Loss                                                    $ (658,732)        $(1,377,719)

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

COMPREHENSIVE LOSS                                           $ (686,945)        $(1,349,506)
                                                          ================   ================

</TABLE>


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


<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2002 AND 2001



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

                                                                                         Total
                                                                                         Other        Total
                                                  Additional   Prepaid                   Compre-   Stockholders'
                                Common Stock        Paid-In   Consulting   Accumulated   Hensive      Equity
                               Shares    Amount     Capital    Services      Deficit     Income    (Deficiency)
                               ------    ------   ----------  ----------   -----------   -------   -------------

Balance at January 1,2001    8,225,022   $ 8,225   $  46,775   $      -    $ (114,175)  $      -    $  (59,175)

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


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

<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                 STATEMENTS OF STOCKHOLDERS' EQUITY (Continued)
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

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

                                                                                         Total
                                                                                         Other        Total
                                                  Additional   Prepaid                   Compre-   Stockholders'
                                Common Stock        Paid-In   Consulting   Accumulated   Hensive      Equity
                               Shares    Amount     Capital    Services      Deficit     Income    (Deficiency)
                               ------    ------   ----------  ----------   -----------   -------   -------------

Balance at December 31,
 2001                      11,814,686  $ 11,815  $ 6,627,095  $        -  $ (1,491,894)  $ 28,213   $ 5,175,229
Issuance of common stock
 for cash                     105,313       105       78,880           -             -          -        78,985
Issuance of common stock in
  settlement of convertible
  notes payable             1,100,000     1,100      108,900           -             -          -       110,000
Issuance of common stock
  for services                 84,549        85       58,269           -             -          -        58,354
Issuance of common stock
 for consulting agreement   2,300,000     2,300      112,700   ( 115,000)            -          -             -
Issuance of common stock
 for accounts payable         929,244       929       74,181           -             -          -        75,110
Issuance of options                 -         -       21,042           -             -          -        21,042
Issuance of warrants                -         -      207,188           -             -          -       207,188
Reclassification of
 warrants and
 options to liability               -         -     (529,785)          -             -          -      (529,785)
Reclassification of
 warranty liability to equity       -         -       71,675           -             -          -        71,675
Beneficial conversion
 feature of
 convertible debt                   -         -       99,800           -             -          -        99,800
Cumulative foreign currency
   translation adjustment           -         -            -           -                  (28,213)      (28,213)
Net loss                            -         -            -           -      (658,732)         -      (658,732)
                            ---------   -------   ----------  ----------   -----------  ---------      --------

Balance at December 31,
 2002                      16,333,792   $16,334   $6,929,945  $ (115,000)  $(2,150,626) $       -    $4,680,653
                           ====================================================================================

</TABLE>


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



<PAGE>


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

                                                           For the Years Ended
                                                               December 31,
                                                            2002          2001
                                                            ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                             $  (658,732)  $(1,377,719)
Adjustments to reconcile net loss to net cash
 used in operating activities:
  Depreciation and amortization                           25,592       298,478
  Common stock issued for services                        58,354        22,000
  Issuance of options                                     21,042             -
  Issuance of warrants                                   199,967       175,000
  Discount on convertible debt                           107,021             -
  Loss from operations of BioLargo                        36,059             -
  Interest income (expense)                             (458,110)            -
  Gain on sale of investment                            (230,666)            -
Changes in certain assets and liabilities:
  Increase in accounts receivable                         (5,608)            -
  Increase in accounts payable and accrued expenses      135,349       312,786
  Increase in due to related parties                           -        12,980
                                                      ----------   -----------
Total cash used for operating activities                (769,732)     (556,475)
                                                      ----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from (advances to) related party                  152       (13,000)
  Proceeds from sale of investment                       230,666             -
                                                      ----------    ----------
Total cash provided by (used for) investing activities   230,818       (13,000)
                                                      ----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from notes payable                            110,000             -
  Issuance of common stock for cash                       78,985        96,490
  Increase in due to related parties                     345,838       238,056
                                                      ----------   -----------
Total cash provided by financing activities              534,823       334,546
                                                      ----------   -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                 (4,091)     (234,929)

CASH PROVIDED BY DISCONTINUED OPERATIONS                       -       228,329

CASH AND CASH EQUIVALENTS - BEGINNING                      7,622        14,222
                                                      ----------   -----------

CASH AND CASH EQUIVALENTS - ENDING                    $    3,531   $     7,622
                                                      ==========   ===========

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

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


<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                              (DBA BIOCUREX, INC.)
                      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 years ended December 31, 2002 and 2001, the Company issued 84,549
   and 11,000 shares, respectively, of the Company's common stock for services
   valued at $58,354 and $22,000, respectively.

o  During the years ended December 31, 2002 and 2001, the Company incurred
   $207,188 and $175,000, respectively, of expenses relating to the issuance of
   warrants.

o  During the year ended December 31, 2002, the Company issued 1,100,000 shares
   of the Company's common stock in settlement of convertible notes payable
   totaling $110,000.

o  During the year ended December 31, 2002, the Company incurred $21,042 of
   expenses relating to the issuance of options.

o  During the year ended December 31, 2002, the Company entered into an
   agreement to issue 929,244 shares of the Company's common stock in settlement
   of payables totaling $75,110.

o  In November 2002, the Company entered into a contract for consulting
   services, to be performed in 2003, in exchange for 2,300,000 shares of the
   Company's common stock with a total value of $115,000.



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




<PAGE>


                        WHISPERING OAKS INTERNATIONAL, INC.
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           Basis of Presentation

          Whispering  Oaks  International,   Inc.  (dba  BioCurex,   Inc.)  (the
          "Company")  incorporated  on December  8, 1997,  under the laws of the
          state of Texas.

           During the year ended December 31, 2001, the Company acquired a 51%
           ownership interest in BioLargo Technologies, Inc. ("BioLargo")
           incorporated on May 3, 1999, under the Canada Business Corporation's
           Act (see Note 2). In June of 2002, the Company entered into an
           agreement to sell 9,000,001 shares of its 10,000,001 shares owned to
           an unrelated third party (see Note 12). This transaction has been
           accounted for as a discontinued operation as of December 31, 2001 and
           any gain on the sale has been properly recorded in 2002 upon
           disposition.

           The accompanying 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 an established
           source of revenue and does not have sufficient cash to cover its
           ongoing operating costs deficiency. These factors raise substantial
           doubt about the Company's ability to continue as a going concern. As
           of December 31, 2002, the Company also has a working capital
           deficiency of $964,829 and incurred a loss for the year ended
           December 31, 2002, of $658,732. The accompanying 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.

           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 8a).
           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, 2002 and 2001, the Company used
           estimates to determine the realization of its patents and
           intellectual property. (See "Patents", "Intellectual Properties", and
           "Long-Lived Assets" below.) 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

           The Company recognizes revenue upon shipment of the product and
           performing credit checks for collection of the receivables. Shipping
           and handling charges are included in gross sales, with the related
           costs included in selling, general and administrative expenses. Sales
           are recorded net of returns, discounts and allowances.

           Cash and Cash Equivalents

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

           Concentration of Credit Risk

           Financial instruments that potentially subject the Company to
           concentrations of credit risk are cash and cash equivalents and
           accounts receivable arising from Company's normal business
           activities. The Company 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 receivable, accounts payable and accrued
           expenses and amounts due to/from related parties. The carrying
           amounts of cash and cash equivalents, accounts receivable, 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.

           Patents

           The Company has adopted SFAS No. 142, "Goodwill and Other
           Intangibles." Under this pronouncement, if an asset has a definite
           life, then the guidelines under SFAS 121 "Accounting for the
           Impairment of Long-Lived Assets and for Long-Lived Assets to be
           Disposed Of" apply. The patents are stated at cost and have a
           definite life of 15 years. 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 under the
           guidelines of Statement of Financial Accounting Standards ("SFAS")
           No. 142. 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, 2002.
           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 would be recognized.



<PAGE>


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           Intellectual Properties

           The Company has adopted SFAS 142 and accordingly has ceased
           amortizing intellectual properties, due to their having an indefinite
           life. The remaining useful life will be reviewed each reporting
           period for changes. Intellectual properties are stated at cost and
           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, 2002. In the event that management
           determines that a triggering event has occurred, the Company would
           first determine the fair market value of the reporting unit. If the
           value of the asset exceeds the fair value of the reporting unit, then
           the Company would estimate the undiscounted cash flows from
           continuing to use the asset and compare that amount to the assets
           carrying amount. If the carrying amount of the asset is greater than
           the expected future cash flows then an impairment loss would be
           recognized.

           Long-Lived Assets

           In accordance with SFAS Nos. 142 and 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. SFAS No. 142 relates to assets with an indefinite
           life where as SFAS 121 relates to assets that can be amortized and
           the life determinable. 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.

           Research and Development

           Research and development costs are expenses as incurred.

           Advertising Costs

           Advertising costs will be expensed as incurred and included in
           general and administrative expenses. The Company has not incurred any
           advertising expenses during 2002 or 2001.

           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.


<PAGE>


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           Translation of Foreign Currency

           As of December 31, 2002, the Company no longer had majority interest
           in BioLargo. However, when it was a subsidiary, the Company
           determined that the local currency was 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.

           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, 2002 and 2001, the Company had approximately 4,816,095
           and 2,553,538, respectively, of anti-dilutive securities.


<PAGE>


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           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, 2002, the Company has items that
           represent comprehensive loss and, therefore, has included a Statement
           of Comprehensive Loss in the accompanying 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 12).

           New Accounting Pronouncements

           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.

           In October 2001, the FASB issued SFAS No. 144, "Accounting for the
           Impairment or Disposal of Long-Lived Assets." Statement 144 addresses
           the accounting and reporting for the impairment or disposal of
           long-lived assets. The statement provides a single accounting model
           for long-lived assets to be disposed of. New criteria must be met to
           classify the asset as an asset held-for-sale. This statement also
           focuses on reporting the effects of a disposal of a segment of a
           business. This statement is effective for fiscal years beginning
           after December 15, 2001. The Company does not expect the adoption to
           have a material impact to the Company's financial position or results
           of operations.




<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 adopted the pronouncement for the
           disposition that took place during the year ended December 31, 2002
           (see Note 11).

           In October 2002, the FASB issued Statement No. 147, "Acquisitions of
           Certain Financial Institutions--an amendment of FASB Statements No.
           72 and 144 and FASB Interpretation No. 9," which removes acquisitions
           of financial institutions from the scope of both Statement No. 72 and
           Interpretation No. 9 and requires that those transactions be
           accounted for in accordance with Statements No. 141, "Business
           Combinations," and No. 142, "Goodwill and Other Intangible Assets."
           In addition, this Statement amends SFAS No. 144, "Accounting for the
           Impairment or Disposal of Long-Lived Assets," to include in its scope
           long-term customer-relationship intangible assets of financial
           institutions such as depositor- and borrower-relationship intangible
           assets and credit cardholder intangible assets. The requirements
           relating to acquisitions of financial institutions are effective for
           acquisitions for which the date of acquisition is on or after October
           1, 2002. The provisions related to accounting for the impairment or
           disposal of certain long-term customer-relationship intangible assets
           are effective on October 1, 2002. This pronouncement does not
           currently apply to the Company.

           In December 2002, the FASB issued Statement No. 148, "Accounting for
           Stock-Based Compensation-Transition and Disclosure," which amends
           FASB Statement No. 123, Accounting for Stock-Based Compensation, to
           provide alternative methods of transition for a voluntary change to
           the fair value based method of accounting for stock-based employee
           compensation. In addition, this Statement amends the disclosure
           requirements of Statement No. 123 to require prominent disclosures in
           both annual and interim financial statements about the method of
           accounting for stock-based employee compensation and the effect of
           the method used on reported results. The transition guidance and
           annual disclosure provisions of Statement No. 148 are effective for
           fiscal years ending after December 15, 2002, with earlier application
           permitted in certain circumstances. The interim disclosure provisions
           are effective for financial reports containing financial statements
           for interim periods beginning after December 15, 2002. The adoption
           of this Statement did not have a material impact on the Company's
           financial position or results of operations as the Company has not
           elected to change to the fair value based method of accounting for
           stock-based employee compensation.


<PAGE>


NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

           New Accounting Pronouncements (Continued)

           In January 2003, the FASB issued Interpretation No. 46,
           "Consolidation of Variable Interest Entities." Interpretation No. 46
           changes the criteria by which one company includes another entity in
           its consolidated financial statements. Previously, the criteria were
           based on control through voting interest. Interpretation No. 46
           requires a variable interest entity to be consolidated by a company
           if that company is subject to a majority of the risk of loss from the
           variable interest entity's activities or entitled to receive a
           majority of the entity's residual returns or both. A company that
           consolidates a variable interest entity is called the primary
           beneficiary of that entity. The consolidation requirements of
           Interpretation No. 46 apply immediately to variable interest entities
           created after January 31, 2003. The consolidation requirements apply
           to older entities in the first fiscal year or interim period
           beginning after June 15, 2003. Certain of the disclosure requirements
           apply in all financial statements issued after January 31, 2003,
           regardless of when the variable interest entity was established. The
           Company does not expect the adoption to have a material impact to the
           Company's financial position or results of operations.

           Reclassification

           Certain reclassifications have been made to prior year balances to
           conform to current year presentation.


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, 8b and 8c). 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, 7 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
                                                          ===========

           In June 2002, the Company entered into an agreement to sell its
           investment in BioLargo to an unrelated third party. The Company has
           properly accounted for this transaction as part of discontinued
           operations at December 31, 2001 (see Note 12).


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. The
           Company's related-party transactions are as follows:

           Due to Related Parties
                                                           December 31,
                                                        2002          2001
                                                      --------      --------

  a)  Due to shareholder-principal                  $  283,060     $252,278
      Due to shareholder-interest                       39,853            -
  b)  Due to shareholder/director                      108,000       54,000
  c)  Due to Pacific BioScience Research
       Centre                                          180,183       12,980
      Total due to related parties                  $  611,096     $319,258
                                                    ==========     ========

a)   During the years ended  December  31, 2002 and 2001,  the Company  received
     advances to help operations  from a shareholder of the Company.  The amount
     advanced during the year ended December 31, 2002 and 2001,  totaled $30,782
     and  $252,278,  respectively,  which bears  interest at the rate of 11% per
     annum.  The amount of interest  recognized  during the years ended December
     31,  2002 and 2001,  was  $29,035 and  $10,818,  respectively  and has been
     accrued as part of the due to related parties. 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 9a).

b)   During  each of the years  ended  December  31,  2002 and 2001 the  Company
     incurred  management fees of $54,000 with two shareholders and directors of
     the Company.


<PAGE>


NOTE 3 -   RELATED-PARTY TRANSACTIONS (Continued)

c)   The Company's  research and development is performed by Pacific  BioScience
     Research  Centre  ("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
     years  ended  December  31,  2002  and  2001,   Pacific  did  research  and
     development for the Company valued at $426,500 and $165,000,  respectively.
     At December  31, 2002 and 2001,  the Company  owed  $180,183  and  $12,980,
     respectively, to Pacific.


NOTE 4 -   PATENTS

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

           The patents have a cost totaling $383,878 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).

           A schedule of patents account is as follows:

                                                             December 31,
                                                             2002          2001
                                                         ---------     --------
                  Patents                                $383,878      $383,878
                  Less accumulated amortization          (44,786)      (19,194)
                                                         -------       -------

                     Net patents                         $339,092      $364,684
                                                         ========      ========

           Amortization expense totaled $25,592 and $19,194 for the years ended
           December 31, 2002 and 2001, respectively. Future amortization expense
           is as follows:

                                 Year ended
                                December 31,
                                    2003                   $   25,592
                                    2004                       25,592
                                    2005                       25,592
                                    2006                       25,592
                                    2007                       25,592
                                 Thereafter                   211,132
                                                           ----------
                                                           $  339,092
                                                           ==========



<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.

           These intellectual properties, have a cost totaling $5,585,674, 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).

           Amortization totaling $279,284 has been recorded for the year ended
           December 31, 2001. In accordance with SFAS 142, the Company is no
           longer amortizing the asset as it has an indefinite life.


NOTE 6 -   ACCRUED WARRANT LIABILITY

           Under the terms of the convertible debentures issued on April 12,
           2002 and June 24, 2002 (see Note 7) the number of shares that could
           be required to be delivered upon conversion is essentially
           indeterminate. As a result, in accordance with EITF 00-19, all
           warrants

           outstanding at that date that had initially been classified as equity
           have been reassessed and reclassified as warrant liability. The
           reclassification totaled $529,785. Furthermore, the classification of
           the warrants as a liability require variable accounting, with
           remeasurement of the fair value of the warrants at each balance
           sheet, with any adjustments reflected in earnings.

           At December 31, 2002, the convertible debentures were converted into
           shares of the Company's common stock. This resulted in no longer
           having to perform variable accounting on the warrants and options. A
           final measurement of fair value was performed at December 31, 2002
           using the Black-Scholes option pricing model and the following
           assumptions: contractual term of 1 year; a risk-free interest rate of
           1.30%; dividend yield of 0%; and volatility of 198%. The value of the
           liability of $71,675 has been reclassed back into equity at December
           31, 2002. The Company has recorded $458,110 as a credit against
           interest expense during the year ended December 31, 2002 as a result
           of the variable accounting.


<PAGE>


NOTE 7 -   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 8e).

           On April 12, 2002, the Company entered into a convertible note
           payable agreement in the amount of $50,000 bearing interest at 5% per
           annum. The note is due on demand and is convertible into shares of
           the Company's common stock plus warrants at market price on the date
           of conversion. If the debt is converted, no interest will be payable.
           During December 2002, the Company issued 500,000 shares of stock in
           exchange for the note. The market price on the conversion date was
           $0.10. A total of 500,000 warrants were also issued with a fair
           market value of $45,262 (see Note 9g).

           On June 24, 2002, the Company entered into a convertible note payable
           agreement in the amount of $60,000 bearing interest at 5% per annum.
           The note is due on demand and is convertible into shares of the
           Company's common stock plus warrants at market price on the date of
           conversion. If the debt is converted, no interest will be payable.
           During December 2002, the Company issued 600,000 shares of stock in
           exchange for the note. The market price on the conversion date was
           $0.10. A total of 600,000 warrants were also issued with a fair
           market value of $54,538 (see Note 9h).


NOTE 8 -   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, 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 financial statements have been
              restated to conform to the reverse stock split.

d)            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.




<PAGE>


NOTE 8 -   EQUITY TRANSACTIONS (Continued)

e)            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 7 which includes
              fair market value determination).

f)            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.

g)            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.

h)            During the year ended December 31, 2002, the Company sold 105,313
              units consisting of 105,313 shares of the Company's common stock
              and 105,313 warrants entitling the holder to purchase 105,313
              shares of the Company common stock for $78,985.

i)            During the year ended December 31, 2002, the Company issued
              1,100,000 shares in settlement of convertible notes payable and
              accrued interest totaling $110,000 (see Note 7 which includes fair
              market value determination).

j)            During the year ended December 31, 2002, the Company issued 84,549
              shares of the Company's common stock with a fair market value of
              $58,354 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.

k)            During the year ended December 31, 2002, the Board of Directors
              authorized the issuance of 929,244 shares of the Company's common
              stock in settlement of payables totaling $75,110. The fair market
              value of the stock was determined based on the closing price of
              the stock on the date of approval by the Board of Directors.

l)             During the year ended December 31, 2002, the Company entered into
               three  consulting  agreements in exchange for 2,300,000 shares of
               the Company's common stock with a value of $115,000.  Fair market
               value of the stock  given  was  determined  based on the  closing
               price  of the  stock  on the  date of  approval  by the  Board of
               Directors.  The  contract  amount  will  be  amortized  over  the
               contract  period,  which ends  December 31, 2003.  The amount has
               been offset  against  equity due to stock being issued before the
               services have been rendered.


<PAGE>


NOTE 9 -   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           0.24
                                                       ---------    -----------
               Balance December 31, 2001                 336,538           0.24
                  Granted                              2,434,557           0.15
                                                       ---------    -----------

               Balance, December 31, 2002              2,771,095    $      0.16
                                                       =========    ===========

           The weighted average fair market value of the warrants granted during
           the year ended December 31, 2002 equals $0.11 and the weighted
           average remaining contractual life is 2.3 years.

          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%. In December 2002, the Company approved the
               reduction in the exercise price to $0.05,  which was market price
               on the date of change.  Additional compensation expense of $3,187
               has been recorded. These warrants expire December 31, 2006.

          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,  David and Margaret  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. In December 2002, the Company approved the reduction of
               the exercise price of the warrants from $1.25 to $0.05 per share,
               which  was  market  price on the date of  change.  The  change in
               exercise  price  is  a  trigger  for  variable  accounting  under
               Financial  Accounting  Standards Board  Interpretation  Number 44
               "Accounting    for   Certain    Transactions    involving   Stock
               Compensation." The calculation resulted in an immaterial expense;
               therefore no  additional  expense was  recorded.  These  warrants
               expire December 31, 2003.



<PAGE>


NOTE 9 -   STOCK WARRANTS (Continued)

          d)   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  recognized $55,000
               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%.
               In December  2002,  the Company  approved  the  reduction  in the
               exercise  price to $0.05,  which was market  price on the date of
               change.  The change in exercise  price is a trigger for  variable
               accounting   under   Financial    Accounting    Standards   Board
               Interpretation  Number 44  "Accounting  for Certain  Transactions
               involving Stock  Compensation."  The  calculation  resulted in an
               immaterial expense; therefore no additional expense was recorded.
               These warrants expire January 20, 2004.

          e)   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
               recognized  $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.

          f)   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  recognized $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.

          g)   On December 5, 2002, an unrelated  third party was issued 500,000
               warrants  to purchase  the  Company's  common  stock at $0.10 per
               share as part of the  conversion of notes  payable to equity.  In
               accordance   with  EITF   00-27   (accounting   for   convertible
               instruments with non-detachable  conversion options), the Company
               recognized  $45,262  of  expense.  The fair  market  value of the
               equity  instruments was estimated on the date of conversion using
               the Black Scholes pricing model.  The following  assumptions were
               used: average risk-free interest rate of 1.84%;  expected life of
               one year;  dividend yield of 0%; and expected volatility of 279%.
               These warrants expire April 11, 2005.

          h)   On December 5, 2002, an unrelated  third party was issued 600,000
               warrants  to purchase  the  Company's  common  stock at $0.10 per
               share as part of the  conversion of notes  payable to equity.  In
               accordance   with  EITF   00-27   (accounting   for   convertible
               instruments with non-detachable  conversion options), the Company
               recognized  $54,538  of  expense.  The fair  market  value of the
               equity  instruments was estimated on the date of conversion using
               the Black Scholes pricing model.  The following  assumptions were
               used: average risk-free interest rate of 1.84%;  expected life of
               one year;  dividend yield of 0%; and expected volatility of 279%.
               These warrants expire June 23, 2005.


<PAGE>


NOTE 9 -   STOCK WARRANTS (Continued)

          i)   On December 5, 2002,  unrelated third parties were issued 929,244
               warrants  to  purchase  stock at $0.05 per  share for  additional
               consideration  for  services  rendered.  The  Company  recognized
               $38,943 of expense related to the issuance of these warrants. The
               fair market value of the equity  instruments was estimated on the
               date of conversion  using the Black Scholes  pricing  model.  The
               following  assumptions were used: average risk-free interest rate
               of 1.45%;  expected life of one year;  dividend  yield of 0%; and
               expected  volatility  of 279%.  The warrants  expire  December 5,
               2003.


NOTE 10 -  STOCK OPTIONS

           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.

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

           In April 2002, the Company issued options to purchase 2,235,000
           shares of its common stock at $1.00 per share to employees. Such
           options vested immediately. The exercise price exceeded the market
           price of the stock on the date of grant. During the year ended
           December 31, 2002, 190,000 of such options were forfeited. The
           options expire November 1, 2004.

           In December 2002, the Company approved a reduction in the exercise
           price of the options to $0.07 and the fair market value of the
           options was recalculated. Due to the repricing of the options, the
           equity instruments now fall under variable accounting. Under variable
           accounting for options granted to employees being accounted for under
           APB 25, the intrinsic value of the options will be determined at each
           reporting date by comparing the exercise price with the market price.
           Any excess of the market over exercise price will be recorded as an
           expense. For options granted to non-employees, the fair market value
           has to be recalculated at each reporting date with any increase in
           expense recorded.

           The status of several of the option holders changed during the period
           from the initial granting and the repricing of the options. They went
           from an employee classification to an outside consultant
           classification. Expense in the amount of $21,042 was recorded as it
           relates to the fair market value of the options granted to these
           individuals. The fair market value was calculated using the Black
           Scholes pricing model. The following assumptions were used: average
           risk-free interest rate of 1.45%; expected life of one year; dividend
           yield of 0%; and expected volatility of 279.00%


<PAGE>


NOTE 10 -  STOCK OPTIONS (Continued)

           The following table sets forth activity for all options after the
           repricing:

                                                                        Average
                                                                       exercise
                                                          Number of       price
                                                           shares      per share

            Outstanding, January 1, 2001                          -      $     -
                Granted                                   2,235,000         0.07
                Forfeited                                  (190,000)        0.07
                                                          ---------      -------

            Balance at December 31, 2002                   2,045,000     $  0.07
                                                          ==========     =======

           For options granted during the year-ended December 31, 2002, the
           weighted average exercise price was $0.07 and the market price of the
           Company's stock was $0.05. All options are exercisable at the end of
           the year. If not previously exercised, all of the options will expire
           November 1, 2004.

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


               Net loss                                     $  (658,732)
               Compensation expense                          (1,405,800)
                                                             ----------
                   Proforma loss                            $(2,064,532)
                                                             ===========

               Proforma loss per share - basic and diluted  $     (0.17)
                                                             ===========

           The following assumptions were used to calculate the expense on the
           date of grant: average risk-free interest rate of 2.48%; expected
           life of one year; dividend yield of 0%; and expected volatility of
           279.00%. Due to variable accounting when the exercise price changed,
           the fair market value was calculated at year-end using the following
           assumptions: average risk-free interest rate of 1.45%; expected life
           of one year; dividend yield of 0%; and expected volatility of
           279.00%.


NOTE 11 - COMMITMENTS

           As of December 31, 2002, the Company leases executive office spaces
           for $3,165 per month pursuant to a lease, which expires May 31, 2003.
           During the years ended December 31, 2002 and 2001, the Company had
           rent expense totaling $37,980 and $3,165, respectively.




<PAGE>


NOTE 12 -  DISCONTINUED OPERATIONS

           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. The Company owned a 51% ownership of BioLargo. The option
           agreement expired on December 31, 2002. The purchase price for the
           9,000,001 shares is $505,000. As of December 31, 2002, the Company
           received $180,666 from Turtle and transferred 3,150,000 shares of
           BioLargo's stock to Turtle. BioLargo had assets of approximately
           $423,000 with liabilities totaling approximately $310,000 as of June
           28, 2002. The Company's initial investment in BioLargo 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 statement of
           operations.

           On November 29, 2002, the Company sold 900,000 shares of BioLargo to
           another entity for consideration totaling $50,000.

           The following represents the Company's allocation of profit and loss
           for its 51% ownership of BioLargo:


          Initial investment                                     $  128,285
          51% of BioLargo's losses for 2001                        (105,074)
          BioLargo's losses for 2002, maximum of investment         (23,211)
                                                                 ----------
               investment

               Net investment at time of sale                    $    (0.00)
                                                                 ==========

           As of December 31, 2002, the Company has recognized a gain of
           $230,666 on the sale of BioLargo and still owns 5,950,001 share of
           BioLargo's stock, which represents approximately 30% ownership. The
           Company is in the process of seeking a buyer for the remaining shares
           of stock.


NOTE 13 -  INCOME TAXES

           The components of the provision for income taxes as of December 31,
           2002 and 2001 are as follows:
                                                            December 31,
                                                          2002         2001
           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               $       -     $      -
                                                     =========     ========


<PAGE>


NOTE 13 -  INCOME TAXES (Continued)

           The reconciliation of the effective income tax rate to the Federal
           statutory rate is as follows for the years ended December 31, 2002
           and 2001:

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

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

           At December 31, 2002 and 2001, the Company had net operating loss
           carryforwards of approximately $2,281,000 and $1,317,000,
           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:

                                                        2002          2001
                                                     ----------    ----------
           Deferred Tax Assets
              Loss Carryforwards                     $  890,000    $  514,000
              Less:  Valuation Allowance               (890,000)     (514,000)
                                                     -----------   -----------

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

           Net operating loss carryforwards expire through 2022. Per year
           availability is subject to change of ownership limitations under
           Internal Revenue Code Section 382.


NOTE 14 -  SUBSEQUENT EVENTS

           On January 6, 2003, the Company sold 900,543 units consisting of
           900,543 shares of common stock and 900,543 warrants entitling the
           holder to purchase 900,543 shares of the Company's common stock for
           $63,038.

           In March 2003, two directors agreed to cancel 100,000 options each
           and exercise 500,000 options each. The total consideration of $70,000
           was paid through reduction of amounts owed to the directors.

           In March 2003, 500,000 shares of the Company's common stock will be
           issued for payable to related parties totaling $24,000.

           In March 2003, the Company issued 200,000 shares of its common stock
           as a bonus to two directors. The total compensation expense to be
           recorded equals $77,000.

           In March 2003, the Company issued 725,000 shares of common stock in
           settlement of payables totaling $132, 000.


<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 9th day of April 2003.

                                    WHISPERING OAKS INTERNATIONAL INC.


                                    By:  /s/ Dr. Ricardo Moro-Vidal
                                         -------------------------------
                                         Dr. Ricardo Moro-Vidal - President,
                                         Chief Executive Officer and
                                         a director


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


                                  CERTIFICATION

      In connection with the Annual Report of Whispering Oaks International,
Inc. (the "Company") on Form 10-KSB for the year ending December 31, 2002 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:  April 9, 2003
                                  By:
                                      ------------------------------
                                      Dr. Ricardo Moro-Vidal, President and
                                      Chief Executive Officer and Director


                                  By:
                                      ----------------------------------------
                                      Dr. Gerald Wittenberg, Principal Financial
                                      Officer, Chairman and a Director

<PAGE>







                          CERTIFICATION PURSUANT TO THE
                               SARBANES-OXLEY ACT

I, Dr.  Ricardo  Moro-Vidal,  the  President  and  Chief  Executive  Officer  of
Whispering Oaks International, Inc., certify that:

1. I have reviewed this year end report on Form 10-KSB of Whispering Oaks
International, Inc.;

2. Based on my knowledge, this year end 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 year end
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this year end 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 year end report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

   a) designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to me by others within those entities,
      particularly during the period in which this year end report is being
      prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      year end report (the "Evaluation Date"); and

   c) presented in this year end report my conclusions about the effectiveness
      of the disclosure controls and procedures based on my evaluation as of the
      Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

   a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. I have indicated in this year end report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.


Date:  April 9, 2003                 /s/ Dr. Ricardo Moro-Vidal
                                     -----------------------------------------
                                     Dr. Ricardo Moro-Vidal



<PAGE>


                          CERTIFICATION PURSUANT TO THE
                               SARBANES-OXLEY ACT

I, Dr. Gerald  Wittenberg,  the Principal  Financial  Officer of Whispering Oaks
International, Inc., certify that:

1. I have reviewed this year end report on Form 10-KSB of Whispering Oaks
International, Inc.;

2. Based on my knowledge, this year end 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 year end
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this year end 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 year end report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

   a) designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to me by others within those entities,
      particularly during the period in which this year end report is being
      prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      year end report (the "Evaluation Date"); and

   c) presented in this year end report my conclusions about the effectiveness
      of the disclosure controls and procedures based on my evaluation as of the
      Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

   a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. I have indicated in this year end report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.


Date:  April 11, 2003                /s/ Gerald Wittenberg
                                     -----------------------------------------
                                     Dr. Gerald Wittenberg