SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (date of earliest event reported): February 3, 2009



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

           Texas                          0-26947                75-2742601
----------------------------         ------------------      ------------------
(State or other jurisdiction        (Commission File No.)      (IRS Employer
     of incorporation)                                       Identification No.)


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


Registrant's telephone number, including area code:    (866) 884-8669

                                       N/A
                ------------------------------------------ ----
          (Former name or former address if changed since last report)




<PAGE>

Item 8.01     Other Events

     On June 29, 2007,  Biocurex sold convertible  notes, plus warrants,  to two
private investors for $3,000,000.  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.  The notes are due and  payable  on June 29,  2010 and are  secured by
substantially all of Biocurex's assets.  Interest is payable monthly.  Beginning
November 1, 2007  Biocurex  was  required to make  monthly  payments of $100,000
towards the principal amount of the notes.

     At the holder's option the Notes are convertible  into shares of Biocurex's
common stock at a Conversion Price of $0.60.

     Except for Exempt  Issuances,  if Biocurex sells any  additional  shares of
common stock, or any securities  convertible  into common stock at a price below
the then applicable  conversion  price,  the conversion price will be lowered to
the  price at which  the  shares  were  sold or the  lowest  price at which  the
securities are  convertible,  as the case may be. The Conversion Price will also
be proportionately adjusted in the event of any stock splits.

     The warrants issued on June 29, 2007 allow the two investors to purchase up
to 3,500,000  shares of  Biocurex's  common stock at a price of $0.25 per share.
The exercise  price of the warrants,  as well as the 3,500,000  shares  issuable
upon the exercise of the warrants, will be proportionately adjusted in the event
of any stock splits.

     Except for Exempt  Issuances,  if Biocurex sells any  additional  shares of
common stock, or any securities  convertible  into common stock at a price below
the then applicable  exercise price of the warrants,  the warrant exercise price
will be lowered to the price at which the shares  were sold or the lowest  price
at which the securities are convertible, as the case may be.

     On  February  3,  2009  Biocurex  and the two note  holders  agreed  to the
following amendments to the terms of the Notes:

     o    Biocurex  would not be required to make any  payments of  principal or
          interest  on  December  1,  2008 or for the  succeeding  four  months.
          Beginning  May 1, 2009  Biocurex is required to  collectively  pay the
          note holders $100,000 each month, plus accrued interest;

     o    The definition of an "exempt issuance" was expanded such that Biocurex
          has more flexibility in raising capital without causing a reduction in
          the  Conversion  Price  of the  Notes  or the  exercise  price  of the
          Warrants;

     o    Biocurex is now permitted to raise capital through an equity line;

     o    Until the Notes are paid in full,  Biocurex  must pay the note holders
          25% of any  proceeds  from  the  sale  of any of its  debt  or  equity
          securities  or any payments  received  from any  licensing  agreement.
          Payments  made to the note holders from the sale of its  securities or


                                       2

<PAGE>

          from  licensing  agreements  would be applied to, and serve to reduce,
          the required monthly payments of $100,000;

     o    The principal amount of the notes was increased by 15%. As of February
          3, 2009 the principal amount due on the notes was $1,955,000.

     For  purposes of the notes and  warrants,  the term "Exempt  Issuance"  now
means:

     (i)  shares or  options  issued  to  employees  of  Biocurex  for  services
          rendered pursuant to any stock or option plan adopted by the Directors
          of Biocurex;

     (ii) options issued to officers or directors of Biocurex, provided that the
          number of options issued to any single officer or director  during any
          twelve month period may not exceed the amount  determined  by dividing
          $150,000 by the closing price of  Biocurex's  common stock on the date
          the options were issued, and provided further that any options may not
          be exercised until the Notes have been paid in full;

    (iii) shares  or  options  issued  for  services  rendered  to  independent
          consultants;

     (iv) restricted  equity  securities sold for cash,  provided the restricted
          equity securities cannot be registered for public sale;

      (v) securities sold in any equity line transaction;

     (vi) shares issued to any note holder in payment of principal or interest;

    (vii) shares sold to any note holder;

   (viii) securities issued upon the conversion of the Notes or the exercise
          of the Warrants;

     (ix) securities  issued  upon the  conversion  of notes or the  exercise of
          options or warrants issued and outstanding on June 29, 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.


                                       3

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date: February 4, 2009

                                    WHISPERING OAKS INTERNATIONAL INC.


                                     By:/s/ Ricardo Moro
                                        -------------------------------------
                                        Dr. Ricardo Moro, President
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (date of earliest event reported): February 3, 2009

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

           Texas                          0-26947                75-2742601
----------------------------         ------------------      ------------------
(State or other jurisdiction        (Commission File No.)      (IRS Employer
     of incorporation)                                       Identification No.)

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

Registrant's telephone number, including area code:    (866) 884-8669

                                       N/A
                ------------------------------------------ ----
          (Former name or former address if changed since last report)
Item 8.01     Other Events

     On June 29, 2007,  Biocurex sold convertible  notes, plus warrants,  to two
private investors for $3,000,000.  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.  The notes are due and  payable  on June 29,  2010 and are  secured by
substantially all of Biocurex's assets.  Interest is payable monthly.  Beginning
November 1, 2007  Biocurex  was  required to make  monthly  payments of $100,000
towards the principal amount of the notes.

     At the holder's option the Notes are convertible  into shares of Biocurex's
common stock at a Conversion Price of $0.60.

     Except for Exempt  Issuances,  if Biocurex sells any  additional  shares of
common stock, or any securities  convertible  into common stock at a price below
the then applicable  conversion  price,  the conversion price will be lowered to
the  price at which  the  shares  were  sold or the  lowest  price at which  the
securities are  convertible,  as the case may be. The Conversion Price will also
be proportionately adjusted in the event of any stock splits.

     The warrants issued on June 29, 2007 allow the two investors to purchase up
to 3,500,000  shares of  Biocurex's  common stock at a price of $0.25 per share.
The exercise  price of the warrants,  as well as the 3,500,000  shares  issuable
upon the exercise of the warrants, will be proportionately adjusted in the event
of any stock splits.

     Except for Exempt  Issuances,  if Biocurex sells any  additional  shares of
common stock, or any securities  convertible  into common stock at a price below
the then applicable  exercise price of the warrants,  the warrant exercise price
will be lowered to the price at which the shares  were sold or the lowest  price
at which the securities are convertible, as the case may be.

     On  February  3,  2009  Biocurex  and the two note  holders  agreed  to the
following amendments to the terms of the Notes:

     o    Biocurex  would not be required to make any  payments of  principal or
          interest  on  December  1,  2008 or for the  succeeding  four  months.
          Beginning  May 1, 2009  Biocurex is required to  collectively  pay the
          note holders $100,000 each month, plus accrued interest;

     o    The definition of an "exempt issuance" was expanded such that Biocurex
          has more flexibility in raising capital without causing a reduction in
          the  Conversion  Price  of the  Notes  or the  exercise  price  of the
          Warrants;

     o    Biocurex is now permitted to raise capital through an equity line;

     o    Until the Notes are paid in full,  Biocurex  must pay the note holders
          25% of any  proceeds  from  the  sale  of any of its  debt  or  equity
          securities  or any payments  received  from any  licensing  agreement.
          Payments  made to the note holders from the sale of its  securities or

                                       2
from  licensing  agreements  would be applied to, and serve to reduce,
          the required monthly payments of $100,000;

     o    The principal amount of the notes was increased by 15%. As of February
          3, 2009 the principal amount due on the notes was $1,955,000.

     For  purposes of the notes and  warrants,  the term "Exempt  Issuance"  now
means:

     (i)  shares or  options  issued  to  employees  of  Biocurex  for  services
          rendered pursuant to any stock or option plan adopted by the Directors
          of Biocurex;

     (ii) options issued to officers or directors of Biocurex, provided that the
          number of options issued to any single officer or director  during any
          twelve month period may not exceed the amount  determined  by dividing
          $150,000 by the closing price of  Biocurex's  common stock on the date
          the options were issued, and provided further that any options may not
          be exercised until the Notes have been paid in full;

    (iii) shares  or  options  issued  for  services  rendered  to  independent
          consultants;

     (iv) restricted  equity  securities sold for cash,  provided the restricted
          equity securities cannot be registered for public sale;

      (v) securities sold in any equity line transaction;

     (vi) shares issued to any note holder in payment of principal or interest;

    (vii) shares sold to any note holder;

   (viii) securities issued upon the conversion of the Notes or the exercise
          of the Warrants;

     (ix) securities  issued  upon the  conversion  of notes or the  exercise of
          options or warrants issued and outstanding on June 29, 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.

                                       3
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date: February 4, 2009

                                    WHISPERING OAKS INTERNATIONAL INC.

                                     By:/s/ Ricardo Moro
                                        -------------------------------------
                                        Dr. Ricardo Moro, President