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): June 29, 2007



                       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 Material Definitive Agreement

      On June 29, 2007, the Company 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 the Company's assets.

      Interest is payable monthly with the first interest payment due on August
1, 2007. Beginning November 1, 2007 the Company is required to make monthly
payments of $100,000 towards the principal amount of the Notes. If the Company
fails to make any interest or principal payment when due, the Notes will become
immediately due and payable.

      At the holder's option the Notes are convertible into shares of the
Company's common stock at a conversion price of $0.60.

      With certain exceptions, if the Company 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 Company may elect to pay the  principal  and interest on the notes with
shares of its common stock. The number of shares to be issued for the payment of
principal or interest  will be  determined  by dividing the amount to be paid by
the lesser of the conversion price then in effect or 80% of the weighted average
price of the  Company's  common  stock for the ten trading  days  preceding  the
payment date. In order to make principal or interest payments with shares of its
common stock certain  conditions  must be met,  including the condition that the
number of shares to be issued in payment of principal or interest  cannot exceed
25% of the total  shares  traded  for the 10 trading  days prior to the  payment
date.  The  Company  does not  intend  to use its  shares to make  principal  or
interest  payments if the weighted  average price of the Company's  common stock
for the ten trading days preceding the payment date is less than $0.48.

      The Company has agreed to file a registration statement with the
Securities and Exchange Commission in order that the shares of common stock
issuable upon the conversion of the Notes or the exercise of the warrants may be
resold in the public market.

     The Company is required to file the  registration  statement  no later than
July 30,  2007,  to cause the  registration  statement  to become  effective  by
November 26, 2007, and to keep the registration statement continuously effective
until the shares covered by the registration  statement have been sold or can be
sold  pursuant  to Rule  144(k).  If the  Company  fails to  comply  with  these
provisions, the Company will be required to pay damages, limited by the terms of
the Registration Rights Agreement, to the holders of the Notes.

      The 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 at any time after June 29,
2007.

      The exercise price of the warrants, as well as the shares issuable upon
the exercise of the warrants, will be proportionately adjusted in the event of
any stock splits.

      With certain exceptions, if the Company 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.


                                       2
<PAGE>

      See the exhibits attached to this report for the complete terms of the
convertible notes and warrants.

Item 9.01   Financial Statements and Exhibits

      Exhibit Number          Description

           10                 Securities Purchase Agreement (together with
                              schedule required by Instruction 2 to Item 601 of
                              Regulation S-K) pertaining to Series K notes and
                              warrants, together with the following exhibits to
                              the Securities Purchase Agreement:

                              A. Convertible Notes
                              B.    Warrants
                              C.    Security Agreement
                              D.    Registration Rights Agreement




                                       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: July 3, 2007

                                    WHISPERING OAKS INTERNATIONAL INC.


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











                                       4
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{"company-data": {"conformed-name": "WHISPERING OAKS INTERNATIONAL INC", "cik": "0001092562", "assigned-sic": "3841", "irs-number": "752742601", "state-of-incorporation": "A1", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26947", "film-number": "07965248"}, "business-address": {"street1": "7080 RIVER RD", "street2": "STE 215", "city": "RICHMOND", "state": "A1", "zip": "V6X 1X5", "phone": "6042079150"}, "mail-address": {"street1": "7080 RIVER RD", "street2": "STE 215", "city": "RICHMOND", "state": "A1", "zip": "V6X 1X5"}}
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): June 29, 2007

                       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 Material Definitive Agreement

      On June 29, 2007, the Company 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 the Company's assets.

      Interest is payable monthly with the first interest payment due on August
1, 2007. Beginning November 1, 2007 the Company is required to make monthly
payments of $100,000 towards the principal amount of the Notes. If the Company
fails to make any interest or principal payment when due, the Notes will become
immediately due and payable.

      At the holder's option the Notes are convertible into shares of the
Company's common stock at a conversion price of $0.60.

      With certain exceptions, if the Company 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 Company may elect to pay the  principal  and interest on the notes with
shares of its common stock. The number of shares to be issued for the payment of
principal or interest  will be  determined  by dividing the amount to be paid by
the lesser of the conversion price then in effect or 80% of the weighted average
price of the  Company's  common  stock for the ten trading  days  preceding  the
payment date. In order to make principal or interest payments with shares of its
common stock certain  conditions  must be met,  including the condition that the
number of shares to be issued in payment of principal or interest  cannot exceed
25% of the total  shares  traded  for the 10 trading  days prior to the  payment
date.  The  Company  does not  intend  to use its  shares to make  principal  or
interest  payments if the weighted  average price of the Company's  common stock
for the ten trading days preceding the payment date is less than $0.48.

      The Company has agreed to file a registration statement with the
Securities and Exchange Commission in order that the shares of common stock
issuable upon the conversion of the Notes or the exercise of the warrants may be
resold in the public market.

     The Company is required to file the  registration  statement  no later than
July 30,  2007,  to cause the  registration  statement  to become  effective  by
November 26, 2007, and to keep the registration statement continuously effective
until the shares covered by the registration  statement have been sold or can be
sold  pursuant  to Rule  144(k).  If the  Company  fails to  comply  with  these
provisions, the Company will be required to pay damages, limited by the terms of
the Registration Rights Agreement, to the holders of the Notes.

      The 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 at any time after June 29,
2007.

      The exercise price of the warrants, as well as the shares issuable upon
the exercise of the warrants, will be proportionately adjusted in the event of
any stock splits.

      With certain exceptions, if the Company 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.

                                       2
See the exhibits attached to this report for the complete terms of the
convertible notes and warrants.

Item 9.01   Financial Statements and Exhibits

      Exhibit Number          Description

           10                 Securities Purchase Agreement (together with
                              schedule required by Instruction 2 to Item 601 of
                              Regulation S-K) pertaining to Series K notes and
                              warrants, together with the following exhibits to
                              the Securities Purchase Agreement:

                              A. Convertible Notes
                              B.    Warrants
                              C.    Security Agreement
                              D.    Registration Rights Agreement

                                       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: July 3, 2007

                                    WHISPERING OAKS INTERNATIONAL INC.

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

                                       4