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BOCX - 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): April 20, 2004



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



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



7080 River Road, Suite 215
Richmond, British Columbia V6X 1X5 (Address of
principal executive offices, including Zip Code)


Registrant's telephone number, including area code: [phone]
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N/A
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(Former name or former address if changed since last report)









Item 12. Results of Operation and Financial Condition

Attached as an exhibit to this report are the Company's unaudited
financial statements for the year ended December 31, 2003. These financial
statements may be subject to further adjustment.

For the year ended December 31, 2003 the Company had a loss of
$(2,630,916) as compared to a loss of $(658,732) for the year ended December 31,
2002.

As explained in Note 1 to the unaudited financial statements which are
filed as an exhibit to this report, the financial statements for the years ended
December 31, 2002 and 2001 have been restated to properly account for the value
of the intellectual property acquired from Lagostar Trading S.A. and the
associated amortization of this intellectual property. It was determined that
Generally Accepted Accounting Principles required the Company's financial
statements to show this intellectual property as having no value.
Notwithstanding the application of Generally Accepted Accounting Principles to
this transaction, an independent appraisal has valued the Company's intellectual
property at approximately $5,000,000 as of December 31, 2003. See Item 12 of
this report for information regarding the acquisition of this property from
Lagostar.