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): August 31, 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 1.01     Entry into a Material Definitive Agreement

     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.

     On February 3, 2009  Biocurex and the two note holders  agreed to amend the
terms of the Notes.  The  amendment  provided  that Biocurex was not required to
make any  payments  of  principal  or  interest  on December 1, 2008 and for the
succeeding  four  months.  Beginning  May  1,  2009  Biocurex  was  required  to
collectively  pay the note holders $100,000 each month,  plus accrued  interest.
The amendment to the notes also provided that the principal  amount of the notes
would be increased by 15%. As of August 31, 2009 the principal amount due on the
notes was $1,955,000.

     See  Biocurex's  8-K report  dated  February  3, 2009 for more  information
concerning the February 2009 amendment to the notes.

     Biocurex  failed  to  make  the  payments  required  by the  February  2009
amendment.  On August 31, 2009  Biocurex  and the two note  holders  agreed to a
second amendment to the notes. The second amendment provides that:

     1. All defaults under the Notes are waived provided that:

     o    Biocurex  receives at least $350,000 from the sale of promissory notes
          prior to October 1, 2009; and

     o    Biocurex  receives  gross  proceeds  of at least  $3,000,000  from the
          public sale of its securities (the "Public Offering");

     o    Biocurex  uses the greater of $600,000 or 20% of the proceeds from the
          public sale of its securities to repay the notes.

     2. It is  contemplated  that any Public  Offering  will involve the sale of
Units,  with Units consisting of shares of Biocurex's common stock and warrants.
If the  Public  Offering  is closed on or before  February  19,  2010,  then the
Conversion  Price will be adjusted by an amount equal to two times (i) the price
of the Unit  sold in the  Public  Offering  divided  by the  number of shares of
common stock  included in the Unit ("Base Per Share Stock Price") minus (ii) the
value of that number of  warrants  included in the Unit in excess of 150% of the
number of shares of common  stock  included in the Unit divided by the number of
shares of common stock included in the Unit.

     For  example,  assume (i) a Unit  consists of 70 shares of common stock and
140 warrants, (ii) the price at which the Unit is sold in the Public Offering is
$4.90 and (iii) the value of a warrant is $0.01; then the Conversion Price would
be adjusted as follows: two multiplied by (i) the price of a Unit $4.90, divided


                                       2
<PAGE>

by 70 (the number of shares of common stock included in the Unit) = a Base Per
Share Stock Price of $0.07, minus (ii) the number of warrants included in the
Unit in excess of 150% of the number of shares would be 35, multiplied by $0.01
(the value of a warrant) = $0.35 divided by 70 (the number of shares of common
stock included in the Unit) = $0.005. Based upon the foregoing, the Conversion
Price would be $0.13 ($0.07 minus $0.005 = $0.065 multiplied by 2).

     However,  if the exercise price of the warrant included in the Unit is less
than the Base Per Share Stock Price,  then the Conversion Price will be equal to
two multiplied by (i) the Base Price Per Share Stock Price minus, (ii) the value
of the total  number of  warrants  include in the Unit  divided by the number of
shares of common stock included in the Unit.

     The value of the warrant will be equal to the average of the closing  price
of the warrant for the first three  trading days that the warrant is  separately
traded following the  effectiveness of the registration  statement  covering the
Public Offering.

     3. At the  holder's  option the Notes are now  convertible  into  shares of
Biocurex's common stock at a Conversion Price of $0.14.

     4. 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 based
upon the number of additional shares sold and the price at which the shares were
sold. The Conversion Price will also be proportionately adjusted in the event of
any stock splits.

     5. 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.

     6. 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 based upon the number of additional shares sold and the price at
which the shares were sold.

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

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

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

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


                                       3
<PAGE>

     d)   restricted equity securities sold for cash,  provided that (i) no more
          than 500,000  restricted  equity  securities  can be sold in any year,
          (ii) the restricted  equity securities cannot be registered for public
          sale, and (iii) the  restricted  equity  securities,  and the exercise
          price of any warrants,  cannot be less than 75% of the market price of
          Biocurex's common stock;

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

     f)   shares sold to any note holder;

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

     h)   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.




                                       4
<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: September 4, 2009

                                    WHISPERING OAKS INTERNATIONAL INC.


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















                                       5
<PAGE>
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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): August 31, 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 1.01     Entry into a Material Definitive Agreement

     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.

     On February 3, 2009  Biocurex and the two note holders  agreed to amend the
terms of the Notes.  The  amendment  provided  that Biocurex was not required to
make any  payments  of  principal  or  interest  on December 1, 2008 and for the
succeeding  four  months.  Beginning  May  1,  2009  Biocurex  was  required  to
collectively  pay the note holders $100,000 each month,  plus accrued  interest.
The amendment to the notes also provided that the principal  amount of the notes
would be increased by 15%. As of August 31, 2009 the principal amount due on the
notes was $1,955,000.

     See  Biocurex's  8-K report  dated  February  3, 2009 for more  information
concerning the February 2009 amendment to the notes.

     Biocurex  failed  to  make  the  payments  required  by the  February  2009
amendment.  On August 31, 2009  Biocurex  and the two note  holders  agreed to a
second amendment to the notes. The second amendment provides that:

     1. All defaults under the Notes are waived provided that:

     o    Biocurex  receives at least $350,000 from the sale of promissory notes
          prior to October 1, 2009; and

     o    Biocurex  receives  gross  proceeds  of at least  $3,000,000  from the
          public sale of its securities (the "Public Offering");

     o    Biocurex  uses the greater of $600,000 or 20% of the proceeds from the
          public sale of its securities to repay the notes.

     2. It is  contemplated  that any Public  Offering  will involve the sale of
Units,  with Units consisting of shares of Biocurex's common stock and warrants.
If the  Public  Offering  is closed on or before  February  19,  2010,  then the
Conversion  Price will be adjusted by an amount equal to two times (i) the price
of the Unit  sold in the  Public  Offering  divided  by the  number of shares of
common stock  included in the Unit ("Base Per Share Stock Price") minus (ii) the
value of that number of  warrants  included in the Unit in excess of 150% of the
number of shares of common  stock  included in the Unit divided by the number of
shares of common stock included in the Unit.

     For  example,  assume (i) a Unit  consists of 70 shares of common stock and
140 warrants, (ii) the price at which the Unit is sold in the Public Offering is
$4.90 and (iii) the value of a warrant is $0.01; then the Conversion Price would
be adjusted as follows: two multiplied by (i) the price of a Unit $4.90, divided

                                       2
by 70 (the number of shares of common stock included in the Unit) = a Base Per
Share Stock Price of $0.07, minus (ii) the number of warrants included in the
Unit in excess of 150% of the number of shares would be 35, multiplied by $0.01
(the value of a warrant) = $0.35 divided by 70 (the number of shares of common
stock included in the Unit) = $0.005. Based upon the foregoing, the Conversion
Price would be $0.13 ($0.07 minus $0.005 = $0.065 multiplied by 2).

     However,  if the exercise price of the warrant included in the Unit is less
than the Base Per Share Stock Price,  then the Conversion Price will be equal to
two multiplied by (i) the Base Price Per Share Stock Price minus, (ii) the value
of the total  number of  warrants  include in the Unit  divided by the number of
shares of common stock included in the Unit.

     The value of the warrant will be equal to the average of the closing  price
of the warrant for the first three  trading days that the warrant is  separately
traded following the  effectiveness of the registration  statement  covering the
Public Offering.

     3. At the  holder's  option the Notes are now  convertible  into  shares of
Biocurex's common stock at a Conversion Price of $0.14.

     4. 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 based
upon the number of additional shares sold and the price at which the shares were
sold. The Conversion Price will also be proportionately adjusted in the event of
any stock splits.

     5. 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.

     6. 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 based upon the number of additional shares sold and the price at
which the shares were sold.

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

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

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

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

                                       3
d)   restricted equity securities sold for cash,  provided that (i) no more
          than 500,000  restricted  equity  securities  can be sold in any year,
          (ii) the restricted  equity securities cannot be registered for public
          sale, and (iii) the  restricted  equity  securities,  and the exercise
          price of any warrants,  cannot be less than 75% of the market price of
          Biocurex's common stock;

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

     f)   shares sold to any note holder;

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

     h)   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.

                                       4
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: September 4, 2009

                                    WHISPERING OAKS INTERNATIONAL INC.

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

                                       5