SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-K/A

 (Mark One)

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

For the Fiscal Year Ended December 31, 2010

OR

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

                           Commission File No. 0-26947

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

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

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

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

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

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

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

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

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

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

Large accelerated filer  [ ]                      Accelerated filer  [ ]

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

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

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

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

Documents Incorporated by Reference:   None


<PAGE>


                       WHISPERING OAKS INTERNATIONAL, INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004
                            (Expressed in US dollars)

ITEM 1.  DESCRIPTION OF BUSINESS

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

Overview

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

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


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


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

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

                                       2
<PAGE>

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

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

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

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

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

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

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


     We  cannot  assure  you  that  we can  successfully  achieve  any of  these
objectives.


Cancer

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

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

Market Dynamics

     The  oncology  market is one of the  largest  pharmaceutical  markets.  The
global  cancer  market is forecast to grow at an average  annual  growth rate of
5.49% to $53.1 billion in 2009, up from $38.5 billion in 2003.  Overall costs of
cancer in 2008 were  estimated to be $228.1  billion,  composed of $93.2 billion
for direct medical costs (total of all health  expenditures),  $18.8 billion for
indirect morbidity costs (cost of lost productivity due to illness),  and $116.1
billion for indirect mortality costs (cost of lost productivity due to premature
death).

                                       3
<PAGE>

Worldwide Cancer Diagnostics Market

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

Need for Improved Early Detection Methods

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

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

Cancer Markers

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

     Detecting  a cancer  marker in  higher-than-normal  amounts in the body may
signify the presence of a malignancy. For some indications, the expressed amount
of a particular  marker can also signal the disease's  stage (i.e.,  how far the
cancer has progressed).  For instance,  a common cancer marker for liver cancer,
alpha-fetoprotein  ("AFP"),  not only  signals the  potential  presence of liver
cancer, but can also indicate the size of the tumor. However, it is important to
note  that  AFP's  sensitivity  as a cancer  marker is only  approximately  60%,
meaning that  roughly 40% of patients  with liver cancer do not have an elevated
AFP. (In oncology, sensitivity is the ability of a test to detect cancer. If all
cancer  patients  test positive for having  cancer with a particular  test,  the
test's sensitivity would be 100%. Specificity measures how well the test detects
healthy individuals, i.e., whether it produces false positives, that is, falsely

                                       4
<PAGE>

identifies patients as having cancer when they do not. If a test does not return
any false positives, it has 100% specificity.) Cancer Markers in Clinical Use

      Markers                                 Associated Cancers
      -------                                 ------------------

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

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

Limitations of Current Cancer Markers

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

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

                                       5
<PAGE>

     o    Currently available markers are not 100% specific to a particular type
          of cancer,  indicating  that other  non-cancerous  conditions can also
          cause an increase in certain  cancer  markers.  For example,  elevated
          levels of the  prostate-specific  antigen (PSA), a marker for prostate
          cancer,  do not always signal a malignant  condition.  The NCI reports
          that only 25% to 35% of men that express higher-than-normal amounts of
          PSA in the blood actually have prostate  cancer.  The remaining 65% to
          75% of men have  benign  prostate  conditions,  such as  inflammation,
          which also cause an increase in PSA levels.

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

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

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

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

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

     In  addition,  in  the  early  stages  of  cancer,  many  patients  express
relatively  low levels of known  cancer  markers,  evading  detection by current
cancer  marker  tests.   As  a  result,   even   widespread   markers--such   as
carcinoembryonic antigen (CEA), which can be found in patients with a variety of
cancers--are not effective at detecting occult (hidden) cancers.  The CEA assay,

                                       6
<PAGE>

discovered by Dr. Phil Gold, a member of our board of directors,  was one of the
first successful blood tests to enter general clinical use.

Types of Cancer Testing

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

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

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

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

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

                                       7
<PAGE>

Reasons for Growth of Cancer Diagnostics

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

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

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

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

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

     An increased focus on lowering  healthcare spending via improved diagnostic
testing and patient  monitoring  that can reduce the costs of  misdiagnosis.  In
2006, U.S. healthcare  expenditures totaled approximately $2.2 trillion, and are
forecasted to reach $2.5  trillion in 2009 and $4.4 trillion by 2018.  For 2005,
healthcare  accounted  for 16.0% of the gross  domestic  product  in the  United
States compared to 10.9% in Switzerland,  10.7% in Germany,  9.7% in Canada, and
9.5% in France.  U.S.  healthcare  premiums  increased  by 8.8% between 2004 and
2005. The largest cause of this increase was a greater  utilization of services,
accounting for approximately 43.0% of the rise in premiums.

                                       8
<PAGE>

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

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

Our Technology

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

The RECAF Cancer Marker


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


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


     However,  since  RECAF  does not  identify a  specific  type of  cancer,  a
positive test would be followed up with further  testing using other  diagnostic
tools to determine the location and type of cancer.


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

                                       9
<PAGE>

expression of RECAF is related to rapid tissue growth,  which is  characteristic
of both  cancer  and fetal  development.  RECAF is  classified  as an  oncofetal
antigen due to its presence on both fetal  tissues that  incorporate  AFP and on
malignant tissues in later life.

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

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

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

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

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

Product Pipeline

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

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


     Serum-RECAF  can be  effectively  used to  initially  screen  patients  who
present  symptoms of cancer as well as to monitor  patients for  recurrence  who
have  already been treated for cancer.  We believe  that our  Serum-RECAF  assay

                                       10
<PAGE>

performs better than many current  technologies at detecting  prostate cancer as
well as at  discriminating  between  malignant and benign  tumors.  Accordingly,
Serum-RECAF  may have the potential to become a  standardized  blood test widely
available in clinical laboratories due to its detection capabilities and ease of
use. If  successfully  developed  and  submitted  to the FDA for  clearance,  we
believe  that  Serum-RECAF,  used to  monitor  a  patient's  progress  following
surgery,  chemotherapy or other treatment, will be considered a Class II Medical
Device,  which is  important  in the  pathway  to  regulatory  approval.  Future
variations  of this product could include the ability to test other body fluids,
such as saliva, vaginal fluids, and urine, for RECAF.


RECAF Product Formats

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

Automated Format

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

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

Manual Format


     We have  developed  prototype  RECAF  test  kits and  materials  for  small
laboratories where automated  instrumentation is not available or not practical.
These manual formats have the same  sensitivity  and  specificity as the formats
that use automated instrumentation.  We plan to finish development of these kits
and to place them in a few laboratories in major  metropolitan  cities in China.
However,  before  laboratories in China can market and run the RECAF tests,  the
Chinese equivalent of the FDA must approve the use of the RECAF tests.

     To initiate  this, we have formed a wholly owned  subsidiary in China.  The
subsidiary,  named "Biocurex China Co., Ltd." will be used to assemble,  market,
and distribute our RECAF tests in China.  The critical  reagents will be shipped
from North America for quality control  purposes.  Our first market is Shanghai,
where we are  represented by a clinical  oncologist who will collect the samples
and administer the tests in-house.  Once we are operational in Shanghai, we will

                                       11
<PAGE>

expand to other large  population  centers in China such as Beijing and Tianjin.
If the model is successful,  we then plan to replicate it in other  countries in
Asia, Latin America and Eastern Europe.

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

Point-of-Care, Rapid Test

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

     Our POC rapid test device will be similar to a common  pregnancy  test kit.
The rapid test  cartridge  will  contain a small  strip that is coated  with the
indicator molecules to detect RECAF in a blood sample.  These types of tests are
used for a variety  of  applications  in  diagnostic  medicine,  and they can be
efficiently developed from the prototype data that we currently have.

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

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

Recent Developments

     In October 2010 we filed a new patent within the Patent Cooperation Treaty,
which  presently  includes  142  countries.  The  subject  of this  patent  is a
synthetic peptide that recognizes  RECAF(TM) and that can replace the antibodies
used in our RECAF  test.  The  synthetic  peptide  also  allows  for many  other
applications that cannot be performed with an antibody.  Our patent  application
contains  over  50  claims  covering  different  applications  and  uses of this
peptide.

     An antibody is a biological reagent that requires  production under sterile
conditions in large volumes of cell culture medium.  The antibodies then need to

                                       12
<PAGE>

be  extracted  and  purified  from the medium.  This  process is  expensive  and
delicate.  The synthetic peptide will allow our to replace the antibodies in the
RECAF test. A peptide is a short sequence of amino acids, much like a very small
protein.  Peptides are produced with an automated  peptide  synthesizer.  A well
known small peptide is aspartame, the synthetic sweetener used in Nutrasweet(R).

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

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

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

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

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

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

     In October 2010 we entered into a non-exclusive distribution agreement with
VetRed B.V. from Naarden, the Netherlands. VetRed, a private company under Dutch
law,  will  represent  our  wholly  owned  subsidiary  OncoPet   Diagnostics  to
distribute our OncoPet RECAF(TM) cancer test for dogs in Europe.

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

                                       13
<PAGE>

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

License Agreements

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

Abbott License

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

Inverness License

     In  December  2007,  we  entered  into a second  semi-exclusive,  worldwide
licensing  agreement  for our  Serum-RECAF  technology.  This  agreement  allows
Inverness to commercialize products using the Serum-RECAF technology in exchange
for paying an upfront fee and periodic royalty payments. In addition,  Inverness
is  responsible  for  obtaining  FDA  approvals,   and  managing  manufacturing,
marketing,  and distribution for clinical laboratory testing. The manual and POC
rapid  tests,  as well  as  other  applications  of  RECAF,  are  licensed  on a
non-exclusive  basis.  Inverness  paid us a $1  million  up-front  fee for RECAF
technology  and material and  assistance  that would enable it to produce  RECAF
material on its own.  Inverness has been conducting  research and development on
our  technology  and may  have  successfully  adapted  our  technology  to their
diagnostic  platform.   The  agreement  with  Inverness  provides  for  periodic

                                       14
<PAGE>

exchanges of information between the parties. Our policy is to tell them as much
as we can  on the  technical  side.  Inverness,  on the  other  hand,  has  been
reluctant  to share  with us  their  intentions  or  progress  on their  general
business  strategy  including   manufacturing,   commercialization,   regulatory
approval and marketing. Inverness has advised us of their intention to implement
the RECAF test in a particular  format  (called  Triage),  which is not based on
classic and widely known assay formats but rather on their proprietary platform.
We believe their  reluctance is caused in large part on their concern to protect
the intellectual property relating to their proprietary diagnostic platform. Our
last communication with Inverness took place in June 2009 and, at the time, they
indicated that our assay was working in their facilities and generating  results
consistent  with ours.  However,  they did not share  those  results  with us or
indicate what diagnostic platform they used. Inverness has also informed us that
they had become  self-sufficient  and  independent  in  generating  the critical
reagents necessary to produce the test. We do not know what Inverness intends to
do next.  If they have been  successful  in  adapting  our  technology  to their
diagnostic  platform,  the  logical  next  step  for them  would be to  initiate
clinical trials for the purpose of obtaining  regulatory  approvals,  whether in
the United States or elsewhere, but we have not had been able to confirm whether
that is the case. Our license  agreement with Inverness does not provide for any
development  or product  milestones.  Under the  license  agreement,  the annual
minimum  royalty  of  $150,000  began to  accrue  on  December  4, 2009 and will
continue until December 4 following the first  commercial sale by Inverness of a
product using RECAF technology to a third party. Thereafter,  for the balance of
the annual  minimum  royalty term,  which ends on the later of the expiration of
all the RECAF patents or when Inverness ceases to manufacture and distribute any
products  based on RECAF  technology,  Inverness  is  obligated  to pay a higher
minimum royalty.  The Inverness  license  agreement does not provide when or how
the annual minimum will be paid.  Presumably,  that will be determined  based on
subsequent discussions with Inverness.

Additional Licensing Opportunities

     Under the license agreements with Abbott and Inverness we are free to grant
one additional semi-exclusive license regarding Serum-RECAF and pursue unlimited
licensing  opportunities  with  respect to all other  applications  of our RECAF
technology and test formats, including manual and POC rapid tests and veterinary
applications.  Further,  our RECAF technology has additional  applications  that
could be licensed, including imaging functions and therapeutic uses. Ultimately,
we seek to license out specific aspects of our technology, striving to achieve a
significant  market share by selecting  licensees that can support this goal. We
believe that this  licensing  strategy will be the most  effective way to expand
our market share.

Business Strategy

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

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

                                       15
<PAGE>

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

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


     o    conduct  clinical  trials and seek FDA  clearance for marketing of our
          RECAF tests; and

     o    commercialize manual testing formats in China.

     o    We cannot  assure you that we can  successfully  achieve  any of these
          objectives.

      Our future objectives may change due to a number of factors, including:

     o    the amount of capital we are able to raise;

     o    our ability to accomplish the objectives listed above;

     o    our  determination  that a market  does not exist for our  products or
          tests;

     o    new  estimates  of the time and  capital  required  to  accomplish  an
          objective are substantially greater than our original estimates.

     o    our assessment of potentially  faster ways to begin generating revenue
          using our RECAF technology; and

     We have been  attempting  to earn revenue from our RECAF  technology  since
2001.  We have  abandoned  earlier  products and tests  incorporating  our RECAF
technology  since we determined  that a market did not exist for these  products
and tests.


Licensing

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

     Market  distribution  channels for a diagnostic  test kit typically  entail
accessing  the  automated  diagnostic  platforms  of one or more  of the  larger
diagnostic  companies,  such as Abbott,  F. Hoffmann-La Roche or Bayer AG. These
companies  provide  automated   diagnostic   instruments  that  are  capable  of
processing a variety of laboratory  tests.  Some  instruments  can process 1,200

                                       16
<PAGE>

clinical chemistry and 200 immunoassay tests each hour.  Through  licensing,  we
seek to place our cancer assays, such as Serum-RECAF,  on the instrument menu of
these diagnostic platforms.

Point-of Care Rapid Tests

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


     In September 2007 we presented preliminary results with our prototype rapid
test to an international  cancer congress.  Data indicated solid  discrimination
between  cancer  and  healthy  cells  and  correlated   with  results  from  our
Serum-RECAF.  With the N.N. Blokhin Cancer Research Center in Moscow, Russia, we
studied  RECAF as a rapid test for cancer  detection.  Results  found that RECAF
could  detect  80.4%  of  ovarian  cancers  in  Stages  I to  III  with  an  88%
specificity.  This study tested 64 normal,  non-cancerous samples and 51 ovarian
cancer serum  samples,  which included 25 Stage I or II cancers and 26 Stage III
cancers.  We believe that these results  signify a potential  breakthrough  that
could simplify cancer detection. When applied to early stage ovarian cancer, our
prototype POC demonstrated  better performance than a CA-125 blood test, a tumor
marker  often  found in  higher-than-normal  amounts  in the blood of women with
ovarian cancer.


     We believe that the POC tests will not cannibalize the clinical  laboratory
markets  since POC tests are  routinely  confirmed by the slightly more accurate
clinical laboratory tests. We believe that the widespread use of POC RECAF tests
will actually promote the use of the clinical laboratory RECAF tests.

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

Veterinary Applications

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

     Initially  our focus will be directed  to dogs and cats.  We believe we can
begin  marketing  this  application  quickly  because  it does not  require  any
government or  regulatory  approvals  and we have  completed  the  developmental
testing. We will market this application under a separate brand name. We plan to

                                       17
<PAGE>

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

Cancer in Household Pets

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

Expenditures on Household Pets and Market Size

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

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

Market Strategy

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

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

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

     We plan to  begin  in  British  Columbia  where  we can  commercialize  the
application  ourselves  and then  expand  into  other  markets  as we  establish

                                       18
<PAGE>

ourselves.  In essence,  the local market  becomes a testing  ground to trim and
assess the logistics related to this enterprise. Blotted blood samples collected
by veterinarians will be shipped to PBRC for testing. Our marketing efforts will
target both  veterinarians,  who have to recommend  Pet-RECAF to the pet owners,
and the pet owners  themselves.  For  marketing  purposes,  we have reserved the
Internet domain OncoPet.net.

Sales and Marketing

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


     Our RECAF tests for the veterinarian  market will be marketed  initially by
us and by distributors of  veterinarian  products.  . Since October 2010 we have
entered into  agreements  with three  veterinary  product  distributors  for the
marketing of tests in the United States, Europe and Taiwan. The distributors for
the U.S. and Taiwan  markets will purchase  vouchers for tests to be carried out
in  our   facilities.   The   distributors   will  then  sell  the  vouchers  to
veterinarians,  veterinary practices, veterinary hospitals and others within the
their  territories.  The  voucher  includes  a sample  collection  kit which the
veterinarian  will use to process the blood and ship the serum to our laboratory
for testing.  We will then email the results directly to the  veterinarian.  The
distributor  for Europe will  purchase  RECAF test kits from us and will perform
the tests at the distributor's facility in the Netherlands.


Suppliers and Manufacturing/Production

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

Research and Development


     Our research and development efforts are all related to improving our RECAF
technology  for  detection,  diagnosis and follow-up of cancer.  We  continually
focus on  improving  our  various  RECAF  test  formats  leading  to  filing  of
additional  patents to protect our  technology.  Since the basic research on our
RECAF cancer  marker is  complete,  most of our  continuing  work will be in the
development  area rather than in research.  The clinical  data from our studies,
which have been ongoing since 2004, and the  validation  from  independent  data
from our licensees, Abbott and Inverness,  support our contention that we are in
the final development stages rather than at the research stage.


                                       19
<PAGE>

Patents

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

     In March 2008,  the European  Patent  Office  granted our patent claims for
cancer diagnostic serum tests based on the RECAF marker. These patents will also
expire in 2015. This  development is  particularly  beneficial as granted patent
claims can  generate  a higher  royalty  than  pending  claims per our  existing
license  agreements.  In addition,  we believe that the European  healthcare and
medical  insurance  systems are more familiar and  supportive of cancer  markers
than are other locales.  As a result, we anticipate that regulatory approval for
diagnostic tests in Europe could be easier and faster than in the United States.

     In October 2010 we filed a new patent within the Patent Cooperation Treaty,
which  presently  includes  142  countries.  The  subject  of this  patent  is a
synthetic peptide that recognizes  RECAF(TM) and that can replace the antibodies
used in our RECAF  test.  The  synthetic  peptide  also  allows  for many  other
applications that cannot be performed with an antibody.  Our patent  application
contains  multiple  claims  covering  different  applications  and  uses of this
peptide.

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

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

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

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

                                       20
<PAGE>

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

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

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


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

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

Competition

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

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


     Our potential  competitors include large  pharmaceutical and medical device
companies  who develop,  market,  and sell  diagnostic  products  such as cancer
detection  kits,  instruments  and  reagents  used in clinical  laboratories  to
measure serum cancer markers.  Such companies  include F. Hoffman-La Roche Ltd.,

                                       21
<PAGE>

Dako A/S,  DIANON  Systems  (an  affiliate  of Lab Corp.  of America  Holdings),
Miraculins Inc. and Ortho-Clinical Diagnostics,  Inc. (an affiliate of Johnson &
Johnson  Co.).  In  addition,   potential  competition  may  come  from  smaller
companies, research facilities and government-funded  organizations that seek to
discover  improved  cancer  markers or that are  developing  new  screening  and
diagnostic  tests and tools for  patients  and  animals.  To our  knowledge,  no
existing  cancer  markers  currently in use can detect the range of cancers that
can be detected by RECAF with similar  sensitivity  and  specificity.  Potential
competitors in the veterinary  market include Idexx and Abaxis but they are also
potential licensees.


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

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

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

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

Government Regulation

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

     Medical  device  regulation is based on  classification  of the device into
three classes,  I, II or III. Class III medical  devices are regulated much like
drugs, whereas Class I and II devices have less stringent data requirements than
drugs and do not require the rigorous  clinical trials that the FDA requires for
drugs.  Products submitted to the FDA for clearance as medical devices can refer
to the safety and  effectiveness  data of medical  devices which perform similar
functions as other products and which the FDA has already cleared.  As long as a
medical  device  submitted  to the FDA has the same  clinical  use as a  medical
device previously cleared by the FDA, the medical device submitted will normally

                                       22
<PAGE>

receive FDA clearance provided data proving substantial equivalence to the other
approved medical devices and verification of claims is provided to the FDA.


     This type of FDA  submission  is  referred to as a 510k  submission  and is
initially  handled  by the FDA  within a 90-day  timeframe  but can be longer if
additional  information  is  required.  Based  upon  our  review  of  the  FDA's
classification  of other  cancer  markers,  we are of the opinion that our RECAF
tests used to monitor a patient's progress after surgery,  chemotherapy or other
treatment, will be classified as Class II medical devices. If the FDA classifies
our RECAF tests as Class III medical  devices,  then a pre market approval (PMA)
would be required which  typically  requires more  extensive  clinical data .FDA
reviews  PMA  submissions  in a  180-day  timeline.  If  there  are  unaddressed
scientific issues, the FDA review scientists can ask for additional  information
and put the  submission  temporarily on hold. If a product is a first of a kind,
or if it presents  unusual issues of safety and  effectiveness,  it is generally
reviewed before it is approved by an advisory panel of outside experts. Approval
of a PMA requires review of the  manufacturing  processes,  an inspection of the
manufacturing  facility,  a monitoring  audit of clinical data sites, as well as
comprehensive  review of the premarket  data. The review process for a Class III
medical device can take up to 12 months, and in some cases longer.

     In addition to  regulations  in the U.S., we may be subject to a variety of
foreign   regulations   governing  clinical  trials  and  commercial  sales  and
distribution  of our products  outside of the U.S.  Whether or not we obtain FDA
approval for a product,  we must obtain  approval of a product by the comparable
regulatory  authorities  of foreign  countries  before we can commence  clinical
trials or marketing  of the product in those  countries.  The  approval  process
varies from country to country,  and the time may be longer or shorter than that
required for FDA approval.  The  requirements  governing the conduct of clinical
trials,  product licensing,  pricing and reimbursement vary greatly from country
to country.

     Under our existing  license  agreements,  the licensees are responsible for
obtaining the necessary  regulatory approvals in the countries where they intent
to market our products.  However,  since our  licensees  have not yet sought FDA
clearance for our products,  we plan to conduct clinical  trials,  if necessary,
and seek FDA approval on our own for marketing our RECAF tests.

     With  respect  to  our  Pet-RECAF  test,  devices  for  infectious  disease
currently  require U.S.  Department of Agriculture  approval whereas devices for
cancer  detection  currently do not.  Cancer tests run in our  laboratory do not
require USDA or Canadian  approval since we are providing a service,  as opposed
to a device. Our Pet-RECAF test does not require FDA or Canadian approval.


Employees

     As of  March  15,  2011,  we  had  three  employees,  all  of  whom  are in
administrative  positions.  All  of  our  research  and  development  and  other
technical activities and administrative services are performed for us by Pacific
Bioscience  Research  Centre,  which  is  owned  by Dr.  Moro-Vidal,  our  chief

                                       23
<PAGE>

executive  officer and a member of our board of directors.  All of our employees
are also employees of Pacific Bioscience  Research Centre. As of March 15, 2010,
Pacific  BioScience  Research Centre had seven full-time  employees/consultants.
Our relationship with Pacific Bioscience  Research Centre and with its employees
is good.  See Item 13 of this report for  information  concerning  our Agreement
with Pacific Bioscience Research Centre.

ITEM 2.  PROPERTIES

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

ITEM 3.  LEGAL PROCEEDINGS

     We are not involved in any legal proceedings.

ITEM 4.  (REMOVED AND RESERVED)


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

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

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

         Quarter Ending                High             Low
         --------------                ----             ---

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

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

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

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

                                       24
<PAGE>

a dividend. Biocurex has not paid any dividends on its common stock and Biocurex
does not have any current plans to pay any common stock dividends.

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

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

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

                                                         Number of      Note
                                                          Shares      Reference
                                                          ------      ---------

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

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

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

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

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

   Shares issuable upon conversion of notes               211,768       E

                                       25
<PAGE>

                                                        Number of      Note
                                                          Shares      Reference
                                                          ------      ---------

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

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

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

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

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

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

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

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

     At our  election  and under  certain  conditions,  we may use shares of our
common  stock to make  interest or principal  payments on the notes.  The actual
number of shares  which may be issued as payment of  interest or  principal  may
increase  if the  price  of our  common  stock  is  below  the  then  applicable
conversion price of the notes.

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

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

B. Pursuant to the terms of a consulting agreement with a sales agent, we issued
the sales  agent  warrants  to purchase  937,500  shares of our common  stock as
consideration  for services the sales agent provided in connection with the sale
of our notes and warrants.  Warrants to purchase  187,500 of the 937,500  shares

                                       26
<PAGE>

are  exercisable  at a price of $0.01 per share and  warrants  to  purchase  the
remaining  750,000 shares are  exercisable at a price of $0.60 per share.  These
warrants expire on June 30, 2012. The sales agent subsequently  assigned 234,375
warrants each to two of its employees.

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

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

E. During 2003 we sold convertible  notes in the principal amount of $529,813 to
six private  investors.  The notes bear  interest at 5% per year and are due and
payable five years from the respective dates of the notes. Each note may, at the
option of the holder,  be converted at any time into shares of our common stock.
The number of shares to be issued  upon the  conversion  of any note is equal to
the amount  determined by dividing (i) the  principal  amount to be converted by
(ii) the conversion  price. The conversion  price was separately  negotiated for
each note and ranges between $0.05 and $0.23 and was based upon the market price
of our common stock on the date the notes were sold.  As of March 31, 2010,  one
note in the  principal  amount of $53,000 had been repaid and eight notes in the
aggregate  principal amount of $442,860 had been converted into 4,328,364 shares
of our common stock. If all remaining notes were converted we would be obligated
to issue an additional  211,768  shares of common  stock.  The note holders also
received  warrants to purchase  4,328,364  shares of our common  stock at prices
between $0.08 and $0.38 per share.  The warrants expire in 2014. As of March 31,
2010,  warrants to purchase 2,648,911 shares had been exercised or expired.  For
every share issued upon conversion, the note holders are entitled to receive new
warrants to purchase  one  additional  share of common  stock at prices  between
$0.055 and $0.176 per share. These new warrants expire at various dates in 2011.
Warrants for 4,328,364  shares were issued when notes in the principal amount of
$442,860 were  converted.  If all remaining  notes were  converted,  we would be
obligated  to issue  the  holders  of the notes  warrants  to  purchase  211,768
additional shares of our common stock.

F. In January  2010 we sold  90,459600  shares of our common stock at a price of
$0.0714 per share in a public  offering.  For each share sold the investor  also
received one warrant.  Each warrant entitles the holder to purchase one share of
our common stock at a price of $0.107 per share at any time on or before January
2015.

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

G. These  options,  which were  granted on January  22,  2010,  were not granted
pursuant  to our  Non-Qualified  Stock  Option  Plan.  One-third  of the options
granted  became  exercisable  April 24, 2010,  and  additional  one third of the
options  became  exercisable  on  January  22,  2011 and the final  third of the
options will be exercisable on January 22, 2012. If, before January 22, 2012, an
option  holder's  employment  terminates  for any  reason  other  than  death or

                                       27
<PAGE>

disability or an option holder ceases to be a director for any reason other than
death or disability,  any options which are not then exercisable will expire. In
the event of the death or  disability of an option  holder,  all options will be
immediately  exercisable.  The options will be  exercisable  for cash or, in our
discretion,  through the  delivery of shares of our common stock having a market
value equal to the exercise price of the options.

ITEM 6.     SELECTED FINANCIAL DATA

     Not applicable.

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

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

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

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

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

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

                                       28
<PAGE>

Liquidity and Capital Resources

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

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

                            Increase (I)
Item                        Decrease (D)              Reason
----                        ------------              -------

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

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

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

                                       29
<PAGE>

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

                                                      Year Ended December 31,
                                                      ----------------------

                                                     2010             2009
                                                     ----             ----

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

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

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

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

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

       Research, development and production of our
         diagnostic products                                    $ 900,000
       General and administrative expenses                        700,000
       Marketing and investor communications                      150,000
       Business development                                        50,000
       Payment of interest on amended senior convertible

                                       30
<PAGE>

         notes and unsecured promissory notes                     100,000
       Payment of outstanding liabilities                         250,000
                                                             ------------
                                                               $2,150,000

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

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

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

                                     Increase
                                        (I)
                                        or
                                     Decrease
Item                                    (D)        Reason
----                                 ---------     ------

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

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

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

                                       31
<PAGE>

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

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

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

Gain on derivative instruments           I        Increase  is   attributed   to
                                                  repayment    of    convertible
                                                  notes  in  January   2010,  as
                                                  well  as  a  decrease  in  the
                                                  fair  value of the  derivative
                                                  instrument  as a  result  of a
                                                  decrease  in  volatility  used
                                                  to compute  the  Black-Scholes
                                                  fair value.

Recent Accounting Pronouncements

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

Critical Accounting Policies

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

                                       32
<PAGE>


ITEM 7A     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.


ITEM 8.     FINANCIAL STATEMENTS.

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


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

     Not applicable.


ITEM 9A.      CONTROLS AND PROCEDURES

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

Management's Report on Internal Control Over Financial Reporting

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

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

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

                                       33
<PAGE>

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

ITEM 9B.    OTHER INFORMATION

     Not Applicable

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Name                         Age   Position
----                         ---   --------

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

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

     Ricardo Moro, M.D. has been an officer and director since March 2001. Since
1996, Dr. Moro has been the president of PBRC, formerly named Curex Technologies
Inc., where he developed the RECAF cancer marker concept. From 1980 to 1985, Dr.
Moro worked in cancer  research at the French  National  Cancer  Institute  near
Paris,  France.  From late 1985 to 1988, he worked at the University of Alberta,
Edmonton on  onco-developmental  biology.  From 1989 to 1996,  he was engaged in
various  entrepreneurial  ventures relating to diagnostics and  instrumentation.
Dr. Moro  received  his medical  degree from the  University  of the Republic of
Uruguay in 1979.

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

                                       34
<PAGE>

University  of  California at Berkeley,  a M.S. and Ph.D.  in  Microbiology  and
Immunology from the University of Arizona, Tucson.

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

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

     Phil Gold, C.C., O.Q., M.D., Ph.D. has been a director since March 2001. He
has been employed by McGill  University  and/or its affiliate,  Montreal General
Hospital, in one or more capacities since 1968. Currently,  he is the Douglas G.
Cameron  Professor of Medicine,  and  Professor of Physiology  and Oncology,  at
McGill University and the Executive  Director of the Clinical Research Centre of
the McGill  University  Health Centre.  In the past he has served as Chairman of
the  Department  of Medicine at McGill and  Physician-in-Chief  at the  Montreal
General Hospital.  From 1978 to 1980, Dr. Gold was Director of the McGill Cancer
Centre in Montreal,  Quebec. From 1980 to 1984, he was Physician-in-Chief of the
Montreal  General  Hospital.  From 1985 to 1990,  he served as  Chairman  of the
Department  of Medicine at McGill  University  in  Montreal.  Dr.  Gold's  early
research led to the discovery and  definition  of the  Carcinoembryonic  Antigen
(CEA),  the blood test most  frequently  used in the diagnosis and management of
patients with cancer. He has been elected to numerous prestigious  organizations
and has been the recipient of such outstanding awards as the Gairdner Foundation
Annual  International  Award,  the Isaak Walton  Killam Award in Medicine of the
Canada Council,  the National Cancer  Institute of Canada R.M. Taylor Medal, the
Heath  Medal of the MD  Anderson  Hospital,  the  Inaugural  Ernest  C.  Manning
Foundation  Award,  the  Johann-  Georg-Zimmerman  Prize  for  Cancer  Research,
Medizinische  Hochschule,  Germany, the ISOBM Abbott Award (Japan), the Award of
the Academy of International  Dental Studies, and the Queen Elizabeth II Jubilee
Medal.  He has been elected to membership  in the Royal  Society of Canada,  the
American  Society  for  Clinical  Investigation,  the  Association  of  American
Physicians,   and  Mastership  in  the  American  College  of  Physicians.   His
contributions  to  teaching  have been  recognized  by an award as a Teacher  of
Distinction  from his Faculty of  Medicine.  He has been honored by his country,
his province his city,  and his  university by appointment as a Companion of the
Order of  Canada,  an Officer of  l'Ordre  National  du Quebec,  a member of the
Academy  of Great  Montrealers;  and a the  recipient  of the Gold  Medal of the
McGill  University  Graduate Society,  respectively.  He has been the Sir Arthur
Sims Traveling Professor to the British Commonwealth, and has served as a member
of the  Executive,  and Chair of the Burroughs  Wellcome Fund. In 2006, the Phil
Gold  Chair in  Medicine  was  inaugurated  at McGill  University  and the first
incumbent  was selected in 2009.  Dr. Gold received a B. Sc. in 1957 and a M.Sc.
in 1961 in Physiology from McGill  University.  He received his MDCM in 1961 and
his Ph.D. in 1965 from McGill University as well.

                                       35
<PAGE>

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

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

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


     The basis for our conclusion  that each current  director should serve as a
director is listed below:

            Name                      Reason
            ----                      ------
            Dr. Ricardo Moro           (1)
            Antonia Bold-De Haughton   (1)
            Dennis Burger              (2)
            Phil Gold                  (1)
            Jim Walsh                  (2)

(1) Long standing relationship with us.
(2) Past experience with companies involved with the development of drugs and
diagnostic products.

     Other  than  the  foregoing,   we  did  not  consider  any  other  specific
experience,  qualifications,  attributes or skills that led to our conclusion in
this regard.


Compensation Committee Interlocks and Insider Participation

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

                                       36
<PAGE>

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

Employment Agreements

     As of September  15, 2009,  we entered into an  employment  agreement  with
Denis R. Burger,  Ph.D., our then executive chairman.  The employment  agreement
expires on December 31, 2013. If we do not renew the  employment  agreement,  we
must pay Dr. Burger twelve months severance pay. Under the employment agreement,
Dr. Burger is  responsible  for  performing  such duties as assigned to him from
time to time by our board of  directors.  Dr.  Burger is also required to devote
his best efforts to our service throughout the term of the agreement,  including
devoting at least 40 hours per month to our affairs. In return for his services,
Dr.  Burger will  receive an initial  annual base  compensation  of $100,000 and
reimbursement  for all expenses  reasonably  incurred by him in discharging  his
duties and is entitled to  participate  in any  applicable  benefit  plans.  Dr.
Burger may also receive a bonus at the discretion of the board of directors. Our
employment agreement with Dr. Burger may be terminated voluntarily by Dr. Burger
upon sixty days written notice.  We may terminate the employment  agreement upon
thirty  days  written  notice,  in which event we must pay Dr.  Burger  eighteen
months severance pay.

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

ITEM 11.    EXECUTIVE COMPENSATION

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

                                       37
<PAGE>
<TABLE>
<S>                        <C>    <C>    <C>      <C>       <C>      <C>      <C>

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

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

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

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


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

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

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

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

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

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

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

Compensation of Directors During Year Ended December 31, 2010

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

                                       38
<PAGE>

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

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

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

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

Long-Term Incentive Plans - Awards in Last Fiscal Year

     None.

Employee Pension, Profit Sharing or Other Retirement Plans

     None.

Stock Option and Bonus Plans

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

Non-Qualified Stock Option Plan

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

Stock Bonus Plan

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

                                       39
<PAGE>

Other Information Regarding the Plans

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

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

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

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

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

                                       40
<PAGE>

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

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

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

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

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

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

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

                                Options Exercised

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

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

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

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

  Dr. Ricardo Moro          225,000                          0.001     1/31/12
  Dr. Ricardo Moro          450,000                          0.001     3/31/12
  Dr. Ricardo Moro          650,000                          0.001    3/31/14
  Dr. Ricardo Moro          255,000                          0.001    2/28/10

                                       41
<PAGE>

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

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

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

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

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

Non-Qualified Stock
 Option Plan             2,306,000          $0.001             8,870,666

</TABLE>

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

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

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

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

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

                                       42
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       43
<PAGE>

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

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

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

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

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

     o    The balance that we owed to PBRC at September 30, 2009,  approximately
          $390,000,  plus  all  accrued  and  unpaid  interest,  will be due and
          payable  on  December  31,  2014,  unless  the  agreement  is  earlier
          terminated by us without cause or by PBRC as a result of our breach of
          our monthly  payment  obligation,  in which  instances all amounts due
          PBRC will become immediately due and payable.

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

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

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

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

                                       44
<PAGE>

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

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

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


ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

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

                                                   2010           2009
                                                   ----           ----

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

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

ITEM 15. EXHIBITS

Exhibit
  No.      Description
------     -----------

1.1        Underwriting Agreement with Paulson Investment Company (1)
3.1        Articles of Incorporation as amended (2)
3.2        Bylaws, as amended (3)

                                       45
<PAGE>

4.4        Warrant Agreement with Paulson Investment Company (4)
10.1       Non-Qualified Stock Option Plan (5)
10.2       Stock Bonus Plan (6)
10.3(a)    License Agreement with Abbott Laboratories (7)
10.3(b)    Amendment to Semi-Exclusive License Agreement (4)
10.3(c)    Second Amendment to Semi-Exclusive License Agreement (7)
10.4       License Agreement with Inverness Medical Switzerland GmbH (portions
           of Exhibit 10.4 have been omitted pursuant to a request for
           confidential treatment) (4)
10.5       Agreement with Pacific BioScience Research Centre (4)
10.6       Employment Agreement with Dr. Ricardo Moro-Vidal (4)
10.7       Employment Agreement with Denis Burger, Ph.D. (4)

21.1       Subsidiaries (4)
23         Consent of Accountants

31         Rule 13a-14(a) Certifications  __________________________________
32         Section 1350 Certifications    __________________________________


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

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

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

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

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

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

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

                                       46
<PAGE>

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


                                      INDEX
                                      -----




Consolidated Balance Sheets                                              F-1

Consolidated Statements of Operations                                    F-2

Consolidated Statements of Cash Flows                                    F-3

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

Notes to the Consolidated Financial Statements                          F-14



<PAGE>

             Report of Independent Registered Public Accounting Firm


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

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

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

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



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



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


/s/ Manning Elliott LLP

CHARTERED ACCOUNTANTS
Vancouver, Canada

March 29, 2011


<PAGE>

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

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

Current Assets

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

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

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

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

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

Commitments and Contingencies (Notes 1 and 13)

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

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



                                      F-1
<PAGE>

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



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

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

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

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

                                      F-2
<PAGE>


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


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

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

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

Changes in operating assets and liabilities:

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

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

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

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

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

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

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

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

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

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

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

                                      F-3
<PAGE>


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

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

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

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

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



                                      F-4
<PAGE>

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

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

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

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



                                      F-5
<PAGE>

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

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

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


                                      F-6
<PAGE>

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

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

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

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


                                      F-7
<PAGE>

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

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

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

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


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

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

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


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

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

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

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


                                      F-10
<PAGE>

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

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

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

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

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

</TABLE>

                                      F-11
<PAGE>

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

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

Issuance of common
 stock for Debt
 Settlement:
Jan 2009 - $0.16 -
 $0.24 per share       181,250       181       40,819          -           -          -        -         -           -       41,000
Feb 2009 - $0.08
 per share             (33,333)      (33)      (2,633)         -           -          -        -         -           -       (2,666)
Apr 2009 - $0.09
 per share             250,000       250       22,250          -           -          -        -         -           -       22,500
May 2009 - $0.08
 per share             125,000       125        9,875          -           -          -        -         -           -       10,000
Jul 2009 - $0.075 -
 $0.08 per share       750,000       750       56,750          -           -          -        -         -           -       57,500
Dec 2009 - $0.12
 per share             300,000       300       35,700          -           -          -        -         -           -       36,000
Issuance of common
 stock for Cash:
Jan 2009 - $0.60
 per share             267,000       267       39,783    (40,050)          -          -        -         -           -            -
Jan 2009 - $0.13
 per share             307,892       308       39,692          -           -          -        -         -           -       40,000
Apr 2009 - $0.05
 per share           2,900,000     2,900      142,100          -           -          -        -         -           -      145,000
Aug 2009 - $0.05
 per share           1,000,000     1,000       49,000          -           -          -        -         -           -       50,000
Sep 2009 - $0.05
 per share             400,000       400       19,600          -           -          -        -         -           -       20,000
Sep 2009 - $0.05
 per share             500,000       500       24,500          -           -          -        -         -           -       25,000
Sep 2009 - $0.07
 per share             500,000       500       34,500                      -          -        -         -           -       35,000
Finder fees on
 financing                   -         -      (12,500)         -           -          -        -         -           -      (12,500)
Issuance of common
 stock pursuant to
 the exercise of
 stock options:
Fair Value of
 options granted             -         -      324,650          -           -          -        -         -           -      324,650
Issuance of common
 stock pursuant to
 the exercise of
 stock options and
 warrants             2,070,000     2,070           -          -           -          -        -         -           -        2,070
Fair value of
 warrants granted             -         -      71,389          -           -          -        -         -           -       71,389
Fair value of
 warrants modified            -         -      66,423          -           -          -        -         -           -       66,423
Issuance of common
 stock pursuant to
 the conversion of
 notes payable
Sep 2009 - $0.014
 per share - $0.073
 per share            5,116,818     5,117     555,827          -           -          -        -          -           -     560,944
Issuance of common
stock of Bridge loan  8,214,293     8,214     279,286          -           -          -        -          -           -     287,500
Share issue cost of
 Bridge loan                  -         -      (1,335)         -           -          -        -          -           -      (1,335)
Settlement of derivitative
 liability through
 conversion                   -         -     369,241          -           -          -        -          -           -     369,241
Comprehensive income -
 unrealized gain              -         -           -          -           -          -   15,529          -           -      15,529
Net loss of the year ended
December 31, 2009             -         -           -          -           -          -        -          -  (3,504,048) (3,504,048)
                     ----------- ---------  ----------  ---------  ----------  --------- -------- ---------- ----------- -----------
Balance,  December
 31, 2009            73,062,205    73,061   17,845,563         -           -          -        -   (114,175)(20,571,220) (2,766,711)
                     ----------- ---------  ----------  ---------  ----------  --------- -------- ---------- ----------- -----------
</TABLE>


                                      F-12

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


                                                                                                              Deficit
                                                                                                              Accumu-
                                                                                                              lated
                                                                                         Other                during
                                                                                         Compre-               the        Stock-
                          Common Stock      Additional  Common     Stock Sub-  Deferred  hensive   Accumu-    Develop-    holders'
                                             Paid-in     Stock     scriptions   Compen-  Income    lated       ment       Equity
                        Shares     Amount    Capital   Subscribed  Receivable   sation   (Loss)    Deficit     Stage      (Deficit)
                        ------     ------   ---------- ----------  ----------  --------- -------   -------    --------    ---------
                          #           $          $          $           $          $        $         $           $            $
Balance,  December
 31, 2009,
 restated           73,062,205     73,061   17,845,563         -            -          -       -  (114,175) (20,571,220) (2,766,771)
------------------------------------------------------------------------------------------------------------------------------------
Issuance of common
 stock for services:
 Feb 2010 - $0.07
  per share            200,000        200       13,800         -            -          -       -         -            -      14,000
 Nov 2010 - $0.05
  per share            800,000        800       43,200         -            -          -       -         -            -      44,000
Issuance of common
 stock for debt
 settlement:
 Feb 2010 - $0.07
  per share          1,157,143      1,157       79,843         -            -          -       -         -            -      81,000
 Jun 2010 - $0.06
  per share            420,000        420       24,780         -            -          -       -         -            -      25,200
 Sep 2010 - $0.06
  per share            350,000        350       20,650         -            -          -       -         -            -      21,000
Issuance of common
 stock for cash:
 Jan 2010 - $0.0714
  per share         90,459,600     90,460    6,370,940         -            -          -       -         -            -   6,461,400
Finder fees &
 Shares issue costs
 on financing                -          -   (1,546,238)        -            -          -       -         -            -  (1,546,238)
Issuance of common
 stock pursuant to
 the exercise of
 stock options:
 Feb 2010 - $0.001
  per share            920,000        920            -         -            -          -       -         -            -         920
 Apr 2010 - $0.001
  per share            284,000        284            -         -            -          -       -         -            -         284
 Sep 2010 - $0.001
  per share            188,300        189            -         -            -          -       -         -            -         189
Fair value of options
 granted                     -          -    1,598,845         -            -          -       -         -            -   1,598,845
Issuance of common
 stock pursuant to
 the exercise of
 warrants for cash:
 Warrants exercised
  with cashless        347,727        348         (348)        -            -          -       -         -            -           -
 feature
Fair value of
 warrants modified           -          -       23,376         -            -          -       -         -            -      23,376
Net loss for the
 year ended
 December 31, 2010           -          -             -        -            -          -       -         -   (3,249,729) (3,249,729)
                  ------------------------------------------------------------------------------------------------------------------
Balance, December
 31, 2010          168,188,916    168,189    24,474,411        -            -          -       -  (114,175) (23,820,949)    707,476
                  ------------------------------------------------------------------------------------------------------------------

</TABLE>

                                      F-13
<PAGE>

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

1. NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS


   BioCurex, Inc. (the "Company") was incorporated on December 8, 1997, under
   the laws of the State of StateplaceTexas. During the first quarter of 2001,
   the Company ceased its business activities relating to the acquisition and
   sale of thoroughbred racehorses when a change of majority control occurred.
   On February 21, 2001, the Company acquired intellectual properties and
   patents relating to cancer diagnostics and therapeutics. The Company is now
   in the business of developing, producing, marketing and licensing products
   based on patented and proprietary technology in the area of cancer
   diagnostics. The Company is considered a development stage enterprise as
   defined by Financial Accounting Standards Board ("FASB") Accounting Standards
   Codification ("ASC") 915, Development Stage Entities. On October 31, 2008,
   the Company incorporated BioCurex country-regionChina Co., Ltd. ("Biocurex
   country-regionChina"), a wholly-owned subsidiary in country-regionplaceChina.
   On December 8, 2009, the Company incorporated OncoPet Diagnostics Inc., a
   wholly-owned subsidiary under the laws of the State of placeStateColorado.

   The consolidated financial statements are prepared in conformity with
   accounting principles generally accepted in the country-regionplaceUnited
   States of America applicable to a going concern, which contemplates the
   realization of assets and liquidation of liabilities in the normal course of
   business. The Company does not have sufficient cash nor does it have an
   established source of revenue to cover its ongoing costs of operations for
   the next twelve months. Management plans to obtain additional funds through
   the sale of its securities. However there is no assurance of additional
   funding being available. As at December 31, 2010, the Company has accumulated
   losses of $23,820,949 since the inception of the development stage. These
   factors raise substantial doubt about the Company's ability to continue as a
   going concern. These financial statements do not include any adjustments that
   might result from the outcome of this uncertainty.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Basis of Presentation

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

   Use of Estimates

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

                                      F-14
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Cash and Cash Equivalents

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

   Registration Payment Arrangements

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

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

   Research and Development Costs

   Research and development costs are charged to operations as incurred.

   Foreign Currency Translation

   The Company's functional and reporting currency is the
   country-regionplaceUnited States dollar. Monetary assets and liabilities
   denominated in foreign currencies are translated to country-regionplaceUnited
   States dollars in accordance with ASC 830, Foreign Currency Translation
   Matters using the exchange rate prevailing at the balance sheet date. Gains
   and losses arising on translation or settlement of foreign currency
   denominated transactions or balances are included in the determination of
   income. Foreign currency transactions are primarily undertaken in Canadian
   dollars and Chinese Renminbi.

   Revenue Recognition

   The Company recognizes revenue in accordance with ASC 605 Revenue
   Recognition, Revenue is recognized only when the price is fixed or
   determinable, persuasive evidence of an arrangement exists, the service is
   performed, and collectibility is reasonably assured. The Company's revenue
   since the inception of the development stage consisted of license fees
   related to the licensing of its RECAF(TM) technology.

   Long-lived Assets

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

                                      F-15
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Long-lived Assets (cont'd)

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

   Fair Value of Financial Instruments

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

   Income Taxes

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

   Stock-based Compensation

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

   Comprehensive Income

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

   Basic and Diluted Net Loss per Share

   The Company computes net loss per share in accordance with ASC 260 Earnings
   Per Share which requires presentation of basic earnings per share and diluted
   earnings per share. The computation of basic earnings per share is computed
   by dividing income available to common stockholders by the weighted-average
   number of outstanding common shares during the period. Diluted earnings per
   share gives effect to all potentially dilutive common shares outstanding
   during the period. The computation of diluted EPS does not assume conversion,
   exercise or contingent exercise of securities that would have an
   anti-dilutive effect on earnings. As of December 31, 2010, the Company had
   approximately 158,843,504 of potentially dilutive securities, including
   options, warrants and equity instruments related to convertible notes payable
   and convertible debt, all of which were anti-dilutive since the Company
   incurred losses during these periods.

                                      F-16
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


   Patents

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

   Reclassifications

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

   Recent Accounting Pronouncements


   In January 2010, the FASB issued Accounting Standards Update (ASU) No.
   2010-06, Improving Disclosures about Fair Value Measurements, which amends
   the ASC Topic 820, Fair Value Measures and Disclosures. ASU No. 2010-06
   amends the ASC to require disclosure of transfers into and out of Level 1 and
   Level 2 fair value measurements, and also requires more detailed disclosure
   about the activity within Level 3 fair value measurements. The new
   disclosures and clarifications of existing disclosures are effective for
   interim and annual reporting periods beginning after December 15, 2009,
   except for the disclosures concerning purchases, sales, issuances, and
   settlements in the roll forward of activity in Level 3 fair value
   measurements. Those disclosures have been adopted during the period ended of
   March 31, 2011 and had no material impact on the Company's financial
   statements.


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


3. PATENTS

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

                                      F-17
<PAGE>

3. PATENTS (continued)


   A schedule of the patents is as follows:


                                                     December 31,   December 31,
                                                         2010          2009
                                                           $            $

   Patents                                              817,451        696,003
   Less:
   Accumulated amortization                            (318,951)      (224,539)
   ----------------------------------------------------------------------------
   Net Carrying Value                                   498,500        471,464
   ----------------------------------------------------------------------------

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

   The estimated future amortization expense is as follows:

                                     $

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

4.    LOANS PAYABLE

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

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

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

                                      F-18
<PAGE>

4.  LOANS PAYABLE (continued)

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

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

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

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

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

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

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


5. RELATED PARTY TRANSACTIONS AND BALANCES

                                                    December 31,    December 31,
                                                        2009          2009
                                                          $             $

Due to Pacific BioSciences Research Centre Inc. &      417,734       526,827
Company's President (a)
Due to Company's Chairman (b)                           12,054        62,350
Due to a former officers (c)                             4,930         4,930
-------------------------------------------------------------------------------
                                                       434,718       594,107
-------------------------------------------------------------------------------
a)    The Company's research and development is performed by Pacific BioSciences
      Research Centre ("Pacific"). Pacific is 100% owned by the President of the
      Company. During the year ended December 31, 2010 and 2009, Pacific
      performed research and development for the Company valued at $479,778 and
      $514,225, respectively.


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

                                      F-19
<PAGE>

5.  RELATED PARTY TRANSACTIONS AND BALANCES (continued)

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

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

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

6.    CONVERTIBLE NOTES AND DEBT

a)    The Company received funds during 2003 relating to ten convertible notes
      payable totaling $529,743, bearing interest at 5% and due on demand. Under
      the convertibility terms of the notes payable, the principal, plus accrued
      interest, can be converted immediately, at the option of the holder,
      either in whole, or in part, into fully paid common shares of the Company.
      The conversion price per share is equal to the lesser of the stated price
      (ranging between $0.05 and $0.23) or 75% of the average closing bid prices
      for the five trading days ending on the trading day immediately before the
      date of the conversion. In conjunction with the issuance of the notes, the
      Company issued 2,434,088 warrants to the note holders entitling them to
      purchase 2,434,088 shares of common stock at exercise prices between $0.08
      and $0.38. The warrants expired two years after the issuance date.

      In accordance with ASC 470-20, Debt - Debt with Conversion and Other
      Options, the proceeds were allocated between the debt and warrants based
      on their relative fair values. The value assigned to the warrants totaled
      $274,601 and was expensed immediately due to the notes being due on
      demand. In addition to the shares to be received upon conversion, the note
      holder will also receive an equal number of warrants to purchase shares at
      110% of the conversion price amount.

      The beneficial conversion feature was calculated under ASC 470-20, and
      equaled $255,142. Due to the notes being due on demand, the discount was
      expensed in fiscal 2003.

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


   b) On July 7, 2007, the Company received proceeds of $3,000,000 from the
      issuance of convertible notes (the "Notes"), plus share purchase warrants,
      to two private investors. The share purchase warrants allow the holders to
      purchase up to 3,500,000 shares of the Company's common stock at a price
      of $0.60 per share expiring September 25, 2012. The Notes bear interest
      annually at a rate of prime (as adjusted monthly on the first business day
      of each month) plus 2.75% per year.


                                      F-20
<PAGE>


6. CONVERTIBLE NOTES AND DEBT (continued)

       On May 1, 2009, as a result of the Company defaulting on paying interest
       and principal repayments, the Company expensed the remaining discount of
       $69,412 and deferred financing fees of $214,434 relating to the Notes. On
       June 4, 2009, the Company repaid $36,250 to the debt holders and the
       amount was applied to the principal.

       As a result of the default on repayment, the Company accrued a mandatory
       prepayment amount of $479,688 at 25% of the outstanding principal,
       interest in the amount of $232,324 at 18% retroactive from November 1,
       2008 and late fee of $12,009 at 18% on the unpaid interest. These amounts
       owing are included in accrued liabilities.

       The Company entered into a loan modification agreement, dated August 31,
       2009, with the debt holders. Pursuant to the agreement, the mandatory
       prepayment amount and late interest were waived and the terms of the
       notes were amended as follows:

       i.  The maturity date of the notes was extended to December 31, 2012 and
           no principal payments are due on the notes prior to the maturity
           date.

        ii.All interest due on the notes through June 30, 2009 was added to the
           outstanding principal balance and as a result the aggregate principal
           amount of the notes at June 30, 2009 was increased by $231,250 to
           $2,150,000.

        iii.The interest rate on the notes remains at prime (as adjusted
           monthly) plus 2.75% per annum and accrued from July 1, 2009 and is
           payable in arrears on the first day of each month

        iv.The conversion price was reset at $0.14 per share.

       The present value of the cash flows under the terms of the July 1, 2009
       debt instrument was greater than 10% different from the November 26, 2008
       debt instrument. As a result, in accordance with ASC 470-50 Debt -
       Modifications and Extinguishments, the Company deemed the terms of the
       amendment to be substantially different and treated the convertible notes
       as extinguished and exchanged for new convertible notes.

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

       An Exempt Issuance is defined as:


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

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

                                      F-21
<PAGE>

6. CONVERTIBLE NOTES AND DEBT (continued)

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

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

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

        vi.shares sold to any note holder;

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

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

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


      The modified notes were deemed to be extinguished on July 1, 2009 and
      accordingly the Company reversed the remaining discount associated with
      the old debt of $129,642 and recognized a discount on the new debt of
      $737,810 which resulted in a net increase of $608,168. The Company also
      recorded a gain on extinguishment of debt of $498,003 equal to the
      difference between the net carrying amount of the old notes and the
      reacquisition price.


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

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

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

         Balance, December 31, 2008           1,955,000    (129,642)  1,825,358
         Principal repayments                   (36,250)          -     (36,250)
         Penalty of default                     231,250           -     231,250
         Modification of debt                         -    (608,168)   (608,168)
         Conversion of debt                    (400,000)          -    (400,000)
         Accretion of discount on
         convertible debt                             -     186,809    186,809

                                          --------------------------------------

         Balance, December 31, 2009           1,750,000    (551,001)  1,198,999
         Accretion of discount on
         convertible debt                             -     425,436     425,436


         Principal repayments                (1,186,700)          -  (1,186,700)
                                          --------------------------------------
         Balance, December 31, 2010             563,300    (125,565)    437,735
                                          ======================================

                                      F-22
<PAGE>

6. CONVERTIBLE NOTES AND DEBT (continued)

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


7. COMMON STOCK

    For the year ended December 31, 2010:

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

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

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

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

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

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

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

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

                                      F-23
<PAGE>


7.      COMMON STOCK (continued)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      F-24
<PAGE>

7.    COMMON STOCK (continued)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      F-25
<PAGE>

7.    COMMON STOCK (continued)


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

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

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

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

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

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

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

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

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

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

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

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

8.    STOCK-BASED COMPENSATION

   Stock Bonus Plan

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

                                      F-26
<PAGE>

8. STOCK-BASED COMPENSATION

   Non-Qualified Stock Option Plan

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

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

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

   Management stock options

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

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

   The weighted average assumptions used are as follows:

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

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

                                      F-27
<PAGE>

8. STOCK-BASED COMPENSATION

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

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


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

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

   Granted                         28,500,000      0.0714
   Exercised                       (1,392,300)      0.001
   ---------------------------------------------------------------------------------------------
   Outstanding, December 31, 2010  33,094,757       0.064           7.98             294,064
   ---------------------------------------------------------------------------------------------
   Exercisable, December 31, 2010  14,094,757       0.048           6.54             310,085
   ---------------------------------------------------------------------------------------------
</TABLE>

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

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

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

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


9. SHARE PURCHASE WARRANTS

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


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

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

      Issued                              90,459,600            0.107
      Exercised                           (1,275,000)            0.08(1)
      Expired                             (1,945,277)            0.19
      -------------------------------------------------------------------------
      Balance, December 31, 2010         104,192,134            0.134
      ------------------------------------------------------------------------

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


                                      F-28
<PAGE>


9. SHARE PURCHASE WARRANTS


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

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


            Warrants          Exercise Price       Expiration Date
            --------          --------------       ---------------

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

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

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

10. UNIT PURCHASE WARRANTS

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

                                      F-29
<PAGE>

11. FAIR VALUE MEASUREMENTS

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

   Fair Value Hierarchy

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

      Level 1

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

      Level 2

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

      Level 2 instruments require more management judgment and subjectivity as
      compared to Level 1 instruments. For instance:

      Determining which instruments are most similar to the instrument being
      priced requires management to identify a sample of similar securities
      based on the coupon rates, maturity, issuer, credit rating and instrument
      type, and subjectively select an individual security or multiple
      securities that are deemed most similar to the security being priced.
      Determining whether a market is considered active requires management
      judgment.

      Level 3

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

                                      F-30
<PAGE>

11. FAIR VALUE MEASUREMENTS (continued)


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


                                     Fair Value Measurements Using
                               Quoted
                              Prices in
                               Active     Significant
                             Markets For     Other    Significant
                              Identical    Observable Unobservable Balance as of
                             Instruments     Inputs     Inputs     December 31,
                              (Level 1)    (Level 2)   (Level 3)      2010
                             -------------------------------------------------
   Assets:
   Cash equivalents          $  1,737,645  $       -   $     -    $  1,737,645
   -----------------------------------------------------------------------------
   Total assets measured at  $  1,737,645  $       -   $     -    $  1,737,645
    fair value
   -----------------------------------------------------------------------------
   Derivative liabilities    $         -   $       -   $145,159    $   145,159
   -----------------------------------------------------------------------------

12.  DERIVATIVE LIABILITIES

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

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

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

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

13.     COMMITMENTS AND CONTINGENCIES

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

                                      F-31
<PAGE>

13.     COMMITMENTS AND CONTINGENCIES (continued)

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


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



14.     INCOME TAXES

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

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


                                           Net     Expiration
          Year Incurred                    Loss       Date

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


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

                                      F-32
<PAGE>

14. INCOME TAXES (continued)

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

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

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

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

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

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

15.   SUBSEQUENT EVENTS

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

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

                                      F-33
<PAGE>


16. RESTATEMENT OF PRIOR YEAR'S FIGURES



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

    The following tables reflect the adjustment and restated amounts:

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

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


   Stockholders' Equity

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

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

                                      F-34
<PAGE>


16. RESTATEMENT OF PRIOR YEAR'S FIGURES (continued)



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

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


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

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


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

     Accretion of discounts on
      debt                           (324,727)    (48,251)   (c)     (372,978)
     Loss on derivative                           616,190)
      financial instruments           (19,060)   (471,535)   (b)     (635,250)

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


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

     Net Loss per Share                 (0.04)      (0.01)   (b)
                                                    (0.01)   (e)        (0.06)

                                      F-35
<PAGE>


16. RESTATEMENT OF PRIOR YEAR'S FIGURES (continued)



                                    Year Ended
                                   December 31,
                                       2009                        Year Ended
                                  As Previously                December 31, 2009
                                     Reported     Adjustment       As Restated
                                        $             $                  $
   Consolidated Statements of
   Cash Flows

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

     Accretion of discounts on
     debt                            (324,727)    (48,251)   (c)     (372,978)

     Gain on extinguishment of
     debt                            (969,538)     471,535   (e)     (498,003)

     Loss on derivative
     financial instruments             19,060      616,190   (b)      635,250

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

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

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

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

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

                                      F-36
<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 23 day of March, 2012.


                                    BIOCUREX, INC.


                                     By:/s/ Dr. Ricardo Moro
                                        -------------------------------------
                                        Dr. Ricardo Moro - Principal Executive
                                        Officer

      Pursuant to the requirements of the Securities Act of l934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

Signature                        Title                       Date


/s/ Ricardo Moro
----------------------          Principal Executive        March 23, 2012
Dr. Ricardo Moro                Officer and a Director


 /s/ Gladys Chan
----------------------          Principal Financial        March 23, 2012
Gladys Chan                     and Accounting Officer


/s/ Antonia Bold-deHaughton     Director                   March 23, 2012
---------------------------
Antonia Bold-de-Haughton


                                Director
----------------------
Denis Burger


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


                                Director
----------------------
Jim Walsh


/s/ Paul Slowey                 Director                   March 23, 2012
----------------------
Paul Slowey


/s/ Trent Davis                 Director                   March 23, 2012
----------------------
Trent Davis

<PAGE>

                                 BIOCUREX, INC.


                                    FORM 10-K

                                    EXHIBITS




<PAGE>