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 6, 2002



                       WHISPERING OAKS INTERNATIONAL, INC.
                    ---------------------------------------
             (Exact name of Registrant as specified in its charter)



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



                    30211 Avenida de Las Banderas, Suite 201
                     Rancho Santa Margarita, California 82688
                     ----------------------------------------
           (Address of principal executive offices, including Zip Code)


        Registrant's telephone number, including area code: (949) 888-6616
                                                            ---------------





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




<PAGE>


Item 4.  Change in Registrant's Certifying Accountant

     Effective  August  6,  2002  the  Company  decided  to  replace  Merdinger,
Fruchter, Rosen & Company, P.C. which audited the Company's financial statements
for the  fiscal  years  ended  December  31,  2000  and  2001,  with  Stonefield
Josephson,  Inc  ("Stonefield  Josephson")  to act as the Company's  independent
certified  public  accountants.  The  reports of  Merdinger,  Fruchter,  Rosen &
Company,  P.C.  for these fiscal  years did not contain an adverse  opinion,  or
disclaimer  of opinion and were not  qualified  or modified as to audit scope or
accounting  principles.  However,  the report of  Merdinger,  Fruchter,  Rosen &
Company,  P.C. for these fiscal years was qualified  with respect to uncertainty
as to the Company's ability to continue as a going concern. During the Company's
two most  recent  fiscal  years and  subsequent  interim  periods  there were no
disagreements with Merdinger,  Fruchter,  Rosen & Company, P.C. on any matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of
Merdinger,  Fruchter,  Rosen  &  Company,  P.C.  would  have  caused  it to make
reference to such disagreements in its reports.

     The Company has authorized  Merdinger,  Fruchter,  Rosen & Company, P.C. to
discuss any matter  relating to the Company and its operations  with  Stonefield
Josephson.

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

     During the two most recent fiscal years and subsequent  interim period, the
Company did not consult with Stonefield  Josephson  regarding the application of
accounting principles to a specified transaction,  either completed or proposed,
or the type of audit opinion that might be rendered on the  Company's  financial
statements, or any matter that was the subject of a disagreement or a reportable
event as defined in the regulations of the Securities and Exchange Commission.

     Stonefield  Josephson  has reviewed the  disclosures  contained in this 8-K
report. The Company has advised Stonefield Josephson that it has the opportunity
to furnish the Company with a letter  addressed to the  Securities  and Exchange
Commission concerning any new information,  clarifying the Company's disclosures
herein,  or stating any reason why Stonefield  Josephson does not agree with any
statements made by the Company in this report.  Stonefield Josephson has advised
the  Company  that  nothing  has come to its  attention  which would cause it to
believe that any such letter was necessary.

Item 7.  Financial Statements, Exhibits and Pro Forma Financial Information

        (a)   Not Applicable

        (b)   Not Applicable

   (c)  Exhibits

      16.1  The letter from the Company's former auditors confirming the
            information in Item 4 will be filed by amendment.




<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:   August 14, 2002
                                          WHISPERING OAKS INTERNATIONAL, INC.


                                          By:   /s/ Dr. Ricardo Moro-Vidal
                                              -------------------------------
                                              Dr. Ricardo Moro-Vidal,
                                              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): August 6, 2002

                       WHISPERING OAKS INTERNATIONAL, INC.
                    ---------------------------------------
             (Exact name of Registrant as specified in its charter)

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

                    30211 Avenida de Las Banderas, Suite 201
                     Rancho Santa Margarita, California 82688
                     ----------------------------------------
           (Address of principal executive offices, including Zip Code)

        Registrant's telephone number, including area code: (949) 888-6616
                                                            ---------------

                                       N/A
                       ---------------------------------
          (Former name or former address if changed since last report)
Item 4.  Change in Registrant's Certifying Accountant

     Effective  August  6,  2002  the  Company  decided  to  replace  Merdinger,
Fruchter, Rosen & Company, P.C. which audited the Company's financial statements
for the  fiscal  years  ended  December  31,  2000  and  2001,  with  Stonefield
Josephson,  Inc  ("Stonefield  Josephson")  to act as the Company's  independent
certified  public  accountants.  The  reports of  Merdinger,  Fruchter,  Rosen &
Company,  P.C.  for these fiscal  years did not contain an adverse  opinion,  or
disclaimer  of opinion and were not  qualified  or modified as to audit scope or
accounting  principles.  However,  the report of  Merdinger,  Fruchter,  Rosen &
Company,  P.C. for these fiscal years was qualified  with respect to uncertainty
as to the Company's ability to continue as a going concern. During the Company's
two most  recent  fiscal  years and  subsequent  interim  periods  there were no
disagreements with Merdinger,  Fruchter,  Rosen & Company, P.C. on any matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of
Merdinger,  Fruchter,  Rosen  &  Company,  P.C.  would  have  caused  it to make
reference to such disagreements in its reports.

     The Company has authorized  Merdinger,  Fruchter,  Rosen & Company, P.C. to
discuss any matter  relating to the Company and its operations  with  Stonefield
Josephson.

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

     During the two most recent fiscal years and subsequent  interim period, the
Company did not consult with Stonefield  Josephson  regarding the application of
accounting principles to a specified transaction,  either completed or proposed,
or the type of audit opinion that might be rendered on the  Company's  financial
statements, or any matter that was the subject of a disagreement or a reportable
event as defined in the regulations of the Securities and Exchange Commission.

     Stonefield  Josephson  has reviewed the  disclosures  contained in this 8-K
report. The Company has advised Stonefield Josephson that it has the opportunity
to furnish the Company with a letter  addressed to the  Securities  and Exchange
Commission concerning any new information,  clarifying the Company's disclosures
herein,  or stating any reason why Stonefield  Josephson does not agree with any
statements made by the Company in this report.  Stonefield Josephson has advised
the  Company  that  nothing  has come to its  attention  which would cause it to
believe that any such letter was necessary.

Item 7.  Financial Statements, Exhibits and Pro Forma Financial Information

        (a)   Not Applicable

        (b)   Not Applicable

   (c)  Exhibits

      16.1  The letter from the Company's former auditors confirming the
            information in Item 4 will be filed by amendment.
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:   August 14, 2002
                                          WHISPERING OAKS INTERNATIONAL, INC.

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