SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

 (Mark One)

þ     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2011

OR

o     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-26947

BIOCUREX, INC.

 (Name of Small Business Issuer in its charter)

Texas	75-2742601
(State of incorporation)	(IRS Employer Identification No.)
7080 River Road, Suite 215 Richmond, British Columbia	V6X 1X5
(Address of Principal Executive Office)	Zip Code

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  o

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes þ    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,  and will not be contained,  to the best of Registrant's  knowledge,  in definitive proxy or information  statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):  o Yes   þ No

The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing sale price of the common stock on June 30, 2011, was approximately $4,463,194

As of March 31, 2012, the Registrant had 184,617,814 outstanding shares of common stock.

Documents Incorporated by Reference:   None

ITEM 1.     DESCRIPTION OF BUSINESS

We were incorporated in Texas in December 1997 under the name Whispering Oaks International, Inc.  Between March 2001 and October 2009 we did business under the name Biocurex, Inc.   In October 2009 our shareholders approved an amendment to our Articles of Incorporation which officially changed our name to Biocurex, Inc.

Overview

We are a development stage company focusing on developing and commercializing products for the early detection, diagnosis and monitoring the recurrence of cancer. We have developed a blood test that can detect the presence of cancer in humans and animals using a new cancer marker named RECAF. We developed and own, royalty-free, the proprietary technology related to the RECAF marker, with patents granted in the United States, Europe and China and pending in other major worldwide markets.

RECAF is a molecule found on most cancer cells, including breast, colon, prostate and lung cancers, but not on normal cells. RECAF can be used in blood tests to determine if a patient has cancer. The blood test can be formatted for use on automated instrumentation typically found in large clinical and hospital laboratories or manually. It can also be formatted as a point-of-care (POC) single use rapid test for use in physicians’ offices, urgent care facilities and at the bedside. Once approved by the FDA, the tests could be used in general screening or in high risk patients to determine if an individual has cancer. It could also be used to detect recurrence of cancer in patients after therapy.

Unlike other cancer markers mentioned in the American Cancer Society website (www.cancer.org) that only detect the presence of a specific cancer type (CEA for colon cancer and PSA for prostate cancer), RECAF is found on most types of cancer and, therefore, could have much broader use than most other cancer markers in development or currently in use. Moreover, unlike these existing cancer markers, RECAF has been shown to detect early stages of breast and prostate cancers when the likelihood of cure is highest.

We have granted Abbott and Inverness, two large diagnostic equipment manufacturers, semi-exclusive licenses to use the RECAF tests on blood samples processed in automatic equipment typically found only in large clinical/hospital laboratories and non-exclusive licenses for other test formats. Under the terms of these licenses, we can grant one additional similar semi-exclusive license for automated testing and we have retained rights for manual tests not processed in automatic equipment, POC rapid tests for the physicians’ office, including all other single-format potential uses and all test formats used for veterinary applications. The Abbott license has been amended to relieve them of research and development responsibilities and, to our knowledge, they have not taken any steps towards commercializing our technology. Inverness has been conducting research and development trying to adapt our technology to their diagnostic platform. However, to our knowledge, they have not yet reached the stage where they are prepared to enter into clinical trials in order to obtain FDA approval or to commercialize our technology or any related products.

2

We have previously developed the following tests, which are no longer the focus of our growth plans, for the detection of cancer in tissue or cells based on RECAF technology:

●   Histo-RECAF—a tissue-based cancer detection test that involves staining cancer cells, thereby allowing a pathologist to easily view the cancer cells with the use of a microscope; and

●   Cryo-RECAF—a cell-based cancer detection test that can be used by pathologists during surgery to determine whether cancer cells are benign or malignant.

See “Business Strategy” below for information concerning our principal objectives for the twelve months ending January 31, 2013.

Cancer

Cancer is a term used for diseases in which abnormal cells divide without control and are able to invade other healthy tissue. Cancer cells spread to other parts of the body through the blood and lymph systems. There are more than 100 different types of cancers which are named for the organ or type of cell in which they appear - e.g., lung cancer, colon cancer, breast cancer, prostate cancer, liver cancer and stomach cancer.

The American Cancer Society has estimated that there were over 1.5 million new cancer diagnoses in the USA and roughly 570,000 million deaths during 2011. Although the United States has reported declining cancer-related deaths for the past few years, the World Health Organization estimates that worldwide there will likely be approximately 16 million new cancer diagnoses annually by the year 2020, with roughly 10 million related deaths each year. Over the next 20 years, the global incidence of cancer is projected to increase by 50%.  We believe that the growing numbers of people developing and living with cancer will continue to increase the demand for cancer diagnostic products. In particular, two diagnostic areas that have significant unmet need are the early detection of primary cancer and early detection of recurrence after therapy.

Market Dynamics

The oncology market is one of the largest pharmaceutical markets. The global cancer market is forecast to grow at an average annual growth rate of over 5% to an estimated $60  billion in 2012, up from $38.5 billion in 2003.  The National Institutes of Health estimates that the overall costs of cancer in 2010 were estimated to be $$263.8 billion, composed of $102.8 billion for direct medical costs (total of all health expenditures), $20.9 billion for indirect morbidity costs (cost of lost productivity due to illness), and $140.1  billion for indirect mortality costs (cost of lost productivity due to premature death).

Worldwide Cancer Diagnostics Market

As of 2010, the global in vitro diagnostics market for  diagnostic tests exceeded $46 billion annually Within the overall market the molecular diagnostic testing market sector is growing by approximately 10% each year and forecast to reach over $10.2 billion by 2012, with a forecast number of tests close to 550 million per annum. Within this larger diagnostics market, cancer testing is anticipated to experience some of the most robust growth over the next three to five years, having recently exceeded $1 billion in annual sales. We believe that the primary drivers for sales of diagnostic products for cancer markers are performance, price, service and marketing. At present, the five largest markets for these products are the United States, Europe, Japan, China and India.

3

Need for Improved Early Detection Methods

Cancer that is detected early has the best prognosis. If cancer is diagnosed early in the disease process, before it spreads (metastasizes) to surrounding tissue, physicians are more likely to be able to successfully treat the patient and the likelihood of survival can be significantly increased. Surgical removal of malignant tumors is much less effective once cancer cells have invaded additional locations, many of which are undetectable.

While advances in early detection have improved the prognosis of many cancers, prostate, lung, and breast cancers are still among the most commonly diagnosed and the most fatal cancers. For example, among both men and women, lung cancer is the number one cause of cancer-related death, which is believed to be due to the lack of early detection methods. By the time of diagnosis, only approximately 16% of lung cancer patients have tumors that are still in an early stage. For these patients, the five-year survival rate is 50% versus 15% when more advanced tumors are also included. If breast cancer is caught and treated at its earliest stages, patients have five-year survival rates between 81% and 100%. However, if the cancer progresses to Stage IV before it is diagnosed, a patient’s likelihood of survival at five years is only 20%.

Cancer Markers

Cancer markers are a group of proteins, hormones, enzymes, receptors and other cellular products that are over expressed (produced in higher than normal amounts) by malignant cells. Cancer markers are usually normal cellular constituents that are present at very low levels in the blood of healthy persons. If the substance in question is produced by the cancer, its levels will be increased in blood or other body fluids or in the tissue of origin.

Detecting a cancer marker in higher-than-normal amounts in the body may signify the presence of a malignancy. For some indications, the expressed amount of a particular marker can also signal the disease’s stage (i.e., how far the cancer has progressed). For instance, a common cancer marker for liver cancer, alpha-fetoprotein (“AFP”), not only signals the potential presence of liver cancer, but can also indicate the size of the tumor. However, it is important to note that AFP’s sensitivity as a cancer marker is only approximately 60%, meaning that roughly 40% of patients with liver cancer do not have an elevated AFP. (In oncology, sensitivity is the ability of a test to detect cancer. If all cancer patients test positive for having cancer with a particular test, the test’s sensitivity would be 100%. Specificity measures how well the test detects healthy individuals, i.e., whether it produces false positives, that is, falsely identifies patients as having cancer when they do not. If a test does not return any false positives, it has 100% specificity.)

4

Cancer Markers in Clinical Use

Markers	Associated Cancers
Alpha-fetoprotein (“AFP”)	Testicular cancer, Liver cancer
CA-125	Ovarian cancer, Endometrial cancer
Carcinoembryonic antigen (“CEA”)	Colorectal cancer
Prostate specific antigen (“PSA”)	Prostate cancer
Human chorionic gonadotropin (“hCG”)	Testicular cancer, Choriocarcinoma
Nuclear matrix protein (“NMP22”)	Bladder cancer

After testing for a cancer marker, further identifying the cells that express the marker may enable a definitive diagnosis. Oncologists measure marker levels to assess a patient’s response to treatment, evaluate appropriate future treatments, and check for signs that the cancer may be recurring. If, after treatment, marker levels have decreased from the level at diagnosis, it may indicate that the cancer is responding favorably to the treatment. Conversely, if marker levels rise, the oncologist may consider an alternative therapy option, as the tumor is probably not responding to treatment. Depending upon the patient and the cancer, these follow-up tests may be continued for life, occurring as frequently as every two to three months.

Limitations of Current Cancer Markers

We believe that validation of new cancer markers is one of the most important goals in cancer research. The National Cancer Institute (NCI) emphasized the need for finding new markers for prostate cancer as well as identifying markers for hard-to-detect cancers, such as those in the ovary and pancreas. In addition, the NCI specifically listed validating cancer markers for disease prognosis, metastasis, treatment response, and progression as one of its future strategies. The continuing need for enhanced cancer diagnostic markers is partly due to the limitations of current markers.

Although there has been significant historical research into cancer diagnostics, we believe that few cancer markers have been accepted into clinical use. Moreover, markers are not used today as the sole method to diagnose cancer due to several factors that limit the capabilities of current cancer markers to accurately diagnose the disease. These limitations have prevented cancer marker tests from functioning as wholly effective screens for many cancers. We believe that a cancer marker that is expressed on all cancer cells regardless of type would be an effective screening tool.

●   Currently available markers are not 100% specific to a particular type of cancer, indicating that other non-cancerous conditions can also cause an increase in certain cancer markers. For example, elevated levels of the prostate-specific antigen (PSA), a marker for prostate cancer, do not always signal a malignant condition. The NCI reports that only 25% to 35% of men that express higher-than-normal amounts of PSA in the blood actually have prostate cancer. The remaining 65% to 75% of men have benign prostate conditions, such as inflammation, which also cause an increase in PSA levels.

5

●   If the minimum PSA value is increased (where men would have to show even higher levels of the marker in order to enable detection by a PSA test), the PSA could be considered to be more accurate, as more men will likely be correctly identified as having prostate cancer and not a benign condition. However, for many of these men, waiting for their PSA levels to

●   increase to an amount detectable by a more stringent test also prevents early detection of the prostate cancer. If the PSA cut-off value is increased, over 50% of men may not be diagnosed with prostate cancer until after their tumor has spread beyond the prostate gland, significantly decreasing the likelihood of successful treatment. As a result, there is still an unmet need for a clinically effective diagnostic technique for the early detection of prostate cancer.

●   Many markers are also restricted to only certain cancers. For example, the PSA test can help detect prostate cancer, but would not be used to screen for breast cancer.

●   The same marker is not always expressed on every patient’s cancer even if it is related to the same organ. For instance, Genentech’s cancer drug, Herceptin, treats metastatic breast cancer that is positive for human epidermal growth factor receptor 2 (HER2). However, HER2 over-expression occurs in only approximately 25% of women with breast cancer.

●   The detection of “normal” levels of a cancer marker can occasionally be ambiguous. For some cancer markers (such as CA-125, which is more prevalent in ovarian cancer cells than in other cells), even individuals without the cancer can demonstrate varying levels of the marker. In some cases, CA- 125 expression depends on age and gender, with women younger than 50 having higher amounts of this protein in their bodies than women over 50 or men. Like other markers, benign conditions, including infections and endometriosis, can also cause elevated CA-125 levels. As a result, the classification of a normal value is difficult. MedlinePlus, a service of the U.S. National Library of Medicine and the National Institutes of Health (NIH), reports that perceived normal CA-125 levels vary depending on which laboratory is administering the test. Consequently, CA-125 tests are more effectively used to monitor the progression of ovarian cancer and the patient’s response to treatment, rather than to diagnose the cancer in an otherwise healthy individual.

In addition, in the early stages of cancer, many patients express relatively low levels of known cancer markers, evading detection by current cancer marker tests. As a result, even widespread markers—such as carcinoembryonic antigen (CEA), which can be found in patients with a variety of cancers—are not effective at detecting occult (hidden) cancers. The CEA assay, discovered by Dr. Phil Gold, a member of our board of directors, was one of the first successful blood tests to enter general clinical use.

6

Types of Cancer Testing

Cancer testing encompasses a wide variety of products and technologies, including the following: (1) assays for cancer markers; (2) imaging, such as mammography (a breast X-ray to detect tumors); (3) clinical chemistry assays that detect changes in normal physiological parameters; and (4) cytological and histological tests. Each of these procedures is used for at least one of three tasks—screening, diagnosis/monitoring, or imaging—each of which is briefly described below.

Screening. Cancer screening entails performing regular tests on people who have no symptoms. Mammograms, Papanicolaou (Pap) smears, and PSA tests are all examples of cancer screens. These tests can reveal hidden diseases, but need further corroboration, such as a tissue biopsy, to provide a final diagnosis. Most cancer marker tests do not have high enough measures of sensitivity or specificity to be considered useful as a cancer screen. Even the PSA test, which is routinely used to screen men for prostate cancer, is still debated as to its usefulness in older males.

Diagnosis/Monitoring. Cancer markers are primarily used for diagnostic and monitoring purposes. While typically markers alone are not used to diagnose a disease, they do help determine if cancer is likely. They also help monitor the cancer’s progression, response to treatment, and potential for recurrence. To test for a marker, a sample of the patient’s tissue, blood or other body fluid is sent to a laboratory where the detection of the marker is determined.

Imaging. In healthcare, imaging is the process by which physicians obtain pictures of the body’s interior. Oncologists use imaging as a noninvasive method to help see tumors and detect occult metastatic cancer. Special dyes are often administered to enable organs to show up better on film. We believe that there are two primary unmet needs in imaging at present: (1) the existence of a marker test that can detect cancerous cells before the disease clinically manifests itself; and (2) the presence of a marker to identify secondary cancer after the primary treatment has begun.

Cancer testing is dominated by serum-based cancer markers, including CEA, PSA, CA-125, bladder tumor antigen (BTA), and TruQuant BR (for monitoring breast cancer). In 2003, worldwide sales of these serum assays were approximately $860 million. We estimate that there are over 100 million serum screening tests performed each year. However, most of the assays are specific to a particular cancer and suffer from poor sensitivity and specificity. As an example, assay sales for CEA, a relatively insensitive assay for colorectal cancer, are estimated to be over $300 million annually. In The Nation’s Investment in Cancer Research: A Plan and Budget Proposal for Fiscal Year 2008, the NCI emphasized the need for improved markers for prostate cancer as well as the development of more markers for hard-to-detect cancers. In addition, the NCI specifically listed validating cancer markers for disease prognosis, metastasis, treatment response, and progression as one of its future strategies.

7

Reasons for Growth of Cancer Diagnostics

The following factors may affect the size and growth of the worldwide cancer diagnostic market:

Demographic shifts due to an aging population. The United Nations has documented a rapidly aging population worldwide. In developed countries, the number of individuals over 60 years old exceeded the number of children under 15 years old for the first time in 1998. While risk factors for cancer include tobacco and alcohol use, diet, and sun exposure, one of the most significant factors is age. For example, more than 65% of all prostate cancers occur in men over the age of 65, and overall, approximately 77% of all cancers are diagnosed in individuals over the age of 55.

Increased focus on early detection and diagnostics. According to the NCI, 85% of cancer patients are treated in community-based, private practice oncology settings. Accordingly, global expansion of cancer marker technologies may be fueled by an increased marketing of new diagnostic tests to physicians. In addition, as a growing number of people are considered to be at high risk for developing cancer, diagnostic tests may also be administered more frequently.

Reimbursement, third-party payers and financing for companies developing diagnostics. In the United States, the costs of a variety of medical procedures, including diagnostic laboratory tests, are covered by both federal and private insurance plans. We believe the reimbursement policies of healthcare providers will drive increased usage of cancer marker tests and that reimbursement amounts will reflect the usefulness of the tests—the more accurate the test, the higher the reimbursement amount. On that basis, a RECAF-based test, which has broad applicability and is highly accurate, should command a relatively high reimbursement amount. Due to cost containment practices of managed care organizations as well as federal healthcare programs, certain testing technologies may be used more selectively by medical providers. We estimate that reducing healthcare expenses could lead to the reduction or the elimination of cancer markers with low associated sensitivities and specificities. We want to market RECAF as a high value-added test with widespread utility and significant predictive value that will meet applicable cost containment guidelines.

Funding for basic and disease-related research.  The NIH invests over $31 billion annually in medical research, of which an estimated $7-8 billion was spent on cancer research.  The National Cancer Institute’s Budget alone for fiscal year 2012, already approved by President Obama, is for $5.2 million and additional resources are allocated to cancer research  Additionally, R&D spending is increasing in all regions of the world, with the total R&D spending by biotechnology companies in 2006 estimated at 1.023 trillion, up from $977 billion in 2005 and $922 billion in 2004.

An increased focus on lowering healthcare spending via improved diagnostic testing and patient monitoring that can reduce the costs of misdiagnosis. In 2010  U.S. healthcare expenditures totaled approximately $2.593 trillion, and are forecasted to reach $2.75 trillion in 2012. For 2010, healthcare accounted for 17.9% of the gross domestic product in the United States up from 13.8% in the year 2000. U.S. healthcare premiums increased by 131% between 1999 and 2009 or 13.9% per annum.  Many policy experts believe new technologies and the spread of existing ones account for a large portion of medical spending and its growth.

8

This growing utilization is attributable to new medical treatments, more intensive diagnostic testing (i.e., defensive medicine), an aging population, which requires more medical attention, and progressively unhealthy lifestyles.

As a result of rising costs, we believe that there is a demand for more cost-effective approaches to disease management, specifically for cancer, as well as for emphasis on screening and accurate diagnostic testing to facilitate early detection of potentially costly, severe afflictions. Likewise, a poll conducted by the Harvard School of Public Health in June 2009 found that 54.0% of respondents felt that high costs were one of the most important healthcare issues for the government to address. We also estimate that up to 20.0% of all diagnostic tests may eventually be performed in non-laboratory settings, such as by patients or non-medical professionals.

Our Technology

We believe that our RECAF technology offers an improved detection, diagnostic, and monitoring solution for patients with cancer.

The RECAF Cancer Marker

Based on our research, which has been confirmed by Abbott and jointly presented at an international cancer conference, RECAF appears to be a cancer marker for multiple types of cancer. Every type of cancerous tissue that we have tested has expressed RECAF. It is expressed on over 90% of cancer samples that we have studied thus far, including breast, lung, stomach, colon, ovarian and prostate cancer samples. To our knowledge, there is no other cancer marker in use that has the same universal presence with comparable sensitivity and specificity as RECAF. Since RECAF detects cancer earlier and more accurately with less false positives than other markers, we believe that RECAF could replace many currently available cancer markers that are targeted to only one type of cancer, as well as offer a useful diagnostic tool for cancers where there is not yet thought to be an effective marker, such a lung and breast cancer.

RECAF is a molecule that is present on cancer cells but is not detected in significant levels on healthy cells or benign tumor cells. This characteristic enables RECAF to more accurately detect cancer than many current tumor markers, as RECAF is less likely to report a false positive result.

However, since RECAF does not identify a specific type of cancer, a positive test would be followed up with further testing using other diagnostic tools to determine the location and type of cancer.

RECAF is a receptor for AFP (Alpha-fetoprotein), which is a marker for liver and testicular cancer that was discovered in 1963 by Dr. Garri Abelev, a member of our scientific advisory board. RECAF is present on the cell surface and binds and takes up circulating AFP. Both AFP and RECAF first emerge in the fetus, but disappear by birth. AFP binds small molecules, such as lipids, and transports them into fetal cells when taken up by the receptor for AFP. Once a fetal organ or tissue reaches its maturity, it no longer takes up AFP or expresses RECAF. After birth, RECAF is only known to exist in a cancerous state, where tissues re-express the ability to take up AFP via the RECAF receptor. The expression of RECAF is related to rapid tissue growth, which is characteristic of both cancer and fetal development. RECAF is classified as an oncofetal antigen due to its presence on both fetal tissues that incorporate AFP and on malignant tissues in later life.

9

We believe that RECAF has potential as a universal cancer marker for the following reasons:

●   Current serum markers are deficient in terms of sensitivity and specificity, creating a need for enhanced markers.

●   Current markers for breast and lung cancers (one of the most fatal cancers) are not very accurate and therefore not widely used. These types of cancers are among the best detected by RECAF.

●   Routine RECAF testing after cancer therapy may be able to detect recurrence earlier and more economically than other technologies in current use. We believe that having one cancer marker to monitor all patients is a great advantage for the clinical laboratory.

●   There is not yet a universal cancer marker. Oncologists use different tests for each cancer. Moreover, we believe only a few of the cancer markers used today are very useful. Our intent is to develop RECAF as a universal cancer marker, potentially capable of detecting many cancers with high sensitivity and specificity.

Product Pipeline

All of our product candidates are based on the RECAF technology. The RECAF molecule is expressed on the cell surface of cancer cells and, because tumors are highly vascularized, it is shed into the blood stream and other bodily fluids. As a result, we can detect the marker using blood, or serum, as the test sample. Since 2004, we have performed over 120,000 tests on more than 4,000 serum samples. Results of these studies have shown that our serum-based assay, Serum-RECAF, has between 80% and 90% sensitivity for a variety of cancers, with 95% specificity for lung, breast, prostate, stomach, and ovarian cancers among others. Moreover, these tests demonstrate that RECAF technology performs better than competing technologies at detecting prostate cancers and at discriminating between malignant and benign lesions.

RECAF technology detected 92% of cervical cancer with 95.7% specificity in a study involving 25 cervical cancer samples and 69 normal samples. In contrast, the Pap test, which is widely used to detect cervical abnormalities, has an estimated sensitivity for high-grade lesions of only 55% to 80%. Further, we compared 73 colon cancer samples to 352 normal samples and found that our RECAF blood test had a sensitivity of 74% with 95% specificity. When the specificity was improved to 100%, the test was still able to identify over 71% of the colon cancers. Data suggest an average sensitivity for RECAF of 90% across all cancers when the specificity is 95%.

10

Serum-RECAF can be effectively used to initially screen patients who present symptoms of cancer as well as to monitor patients for recurrence who have already been treated for cancer. We believe that our Serum-RECAF assay performs better than many current technologies at detecting prostate cancer as well as at discriminating between malignant and benign tumors. Accordingly, Serum-RECAF may have the potential to become a standardized blood test widely available in clinical laboratories due to its detection capabilities and ease of use. If successfully developed and submitted to the FDA for clearance, we believe that Serum-RECAF, used to monitor a patient’s progress following surgery, chemotherapy or other treatment,will be considered a Class II Medical Device, which is important in the pathway to regulatory approval. Future variations of this product could include the ability to test other body fluids, such as saliva, vaginal fluids, and urine, for RECAF.

RECAF Product Formats

There are three basic formats for RECAF technology: (i) automated testing in large clinical and hospital laboratories; (ii) non-automated, or manual, testing by clinicians in smaller laboratory settings and where expensive automated instrumentation is not available or not practical; and (iii) point-of- care (“POC”), rapid test formats for physicians’ offices, urgent care facilities, or the bedside. These formats may be used to detect cancer in patients and for veterinarian use.

Automated Format

Our initial business strategy was to license the automated testing format on a semi-exclusive basis to three licensees. We have granted two of the three semi-exclusive licenses for this testing format–one to Abbott and one to Inverness. Under the agreements with Abbott and Inverness, we are allowed to grant one more semi-exclusive license for the automated format.

In early 2007, we completed converting our blood based Serum-RECAF test to colorimetric format (“flash chemiluminescense”) to make it more practical for laboratory use required by our licensees and to improve sensitivity. This format improves detection of smaller, earlier stage tumors and magnifies the measured difference in RECAF serum values between cancer and normal patients. The test results found that RECAF had 80% to 90% sensitivity for a variety of cancers, with 95% specificity for lung, breast, stomach and ovarian cancers in particular.

Manual Format

We have developed prototype RECAF test kits and materials for small laboratories where automated instrumentation is not available or not practical. These manual formats have the same sensitivity and specificity as the formats that use automated instrumentation. We plan to finish development of these kits and to place them in a few laboratories in major metropolitan cities in China.  However, before laboratories in China can market and run the RECAF tests, the Chinese equivalent of the FDA must approve the use of the RECAF tests.

11

To initiate this, we have formed a wholly owned subsidiary in China. The subsidiary, named “Biocurex China Co., Ltd.” will be used to assemble, market, and distribute our RECAF tests in China. The critical reagents will be shipped from North America for quality control purposes. Our first market is Shanghai, where we are represented by a clinical oncologist who will collect the samples and administer the tests in-house. Once we are operational in Shanghai, we will expand to other large population centers in China such as Beijing and Tianjin. If the model is successful, we then plan to replicate it in other countries in Asia, Latin America and Eastern Europe.

In the United States, once the FDA has approved the automated testing format, we will be able to apply for 510k approval for the manual testing format on an expedited basis.

Point-of-Care, Rapid Test

As another segment of our current strategy, we have developed a prototype blood-based POC rapid test for cancer detection or follow-up in physicians’ offices and urgent care facilities. This format may also be useful in third-world countries or areas with large rural populations where access to even small clinical laboratories is not available.

Our POC rapid test device will be similar to a common pregnancy test kit. The rapid test cartridge will contain a small strip that is coated with the indicator molecules to detect RECAF in a blood sample. These types of tests are used for a variety of applications in diagnostic medicine, and they can be efficiently developed from the prototype data that we currently have

We anticipate that our POC rapid test will require the development of a small, portable instrument to read the intensity of the colorimetric endpoint line in order to alleviate the variability of eye measurements. We will likely need to eliminate operator variability to be eligible for certain medical reimbursements.

When a patient enters a physician’s office with a specific symptom or concern where cancer is suspected, the physician could administer the rapid test to receive a preliminary indication as to the presence of elevated RECAF levels in the blood. We anticipate that such a cancer test could be used as easily and as routinely as a blood sugar or cholesterol reading is now used as part of a blood test. The more detailed Serum-RECAF laboratory test would be used to confirm the rapid test result as is common now for most of the rapid tests used in the infectious disease setting.

Recent Developments

In October 2010 we filed a new patent within the Patent Cooperation Treaty, which presently includes 142 countries. The subject of this patent is a synthetic peptide that recognizes RECAF™ and that can replace the antibodies used in our RECAF test. The synthetic peptide also allows for many other applications that cannot be performed with an antibody. Our patent application contains over 50 claims covering different applications and uses of this peptide.

An antibody is a biological reagent that requires production under sterile conditions in large volumes of cell culture medium. The antibodies then need to be extracted and purified from the medium. This process is expensive and delicate. The synthetic peptide will allow our to replace the antibodies in the RECAF test. A peptide is a short sequence of amino acids, much like a very small protein. Peptides are produced with an automated peptide synthesizer. A well known small peptide is aspartame, the synthetic sweetener used in Nutrasweet®.

12

To make a peptide in a laboratory, its amino acids sequence is entered into a computer and the rest of the process is automatically handled by special computer software.  Since the peptide is synthesized chemically rather than biologically, the batch-to-batch variability is drastically reduced and the cost reduction is significant. Being small molecules, peptides are also more stable than antibodies, resulting in longer shelf life and related issues.

The most important advantage of peptides over antibodies is their flexibility: Antibodies cannot be modified unless very expensive and complex molecular engineering processes are used. To change the specificity of an antibody, one has to develop a new one, which is a very labor intensive and unpredictable process. On the other hand, to modify a peptide, all that is required is to use a different amino acid sequence on the computer. This tremendous flexibility opens many possibilities for us, some of which are listed below:

1)   Tailoring dog, cat and other animal RECAF tests for each species rather than relying, on the cross reactivity exhibited by anti-human RECAF antibodies against dog RECAF.

2)   Tailor-tagging of the peptide for different uses such as cancer targeted therapy, imaging or blood diagnostic tests.

3)   Attaching the peptide to liposomes for cancer targeting. Liposomes are artificially prepared vesicles that can be filled with anti-cancer drugs, Interference RNA or other compounds and delivered to cancer cells. Attaching the peptide to the surface of liposomes should increase the delivery to cancer cells since our peptide recognizes RECAF and RECAF is on the surface of cancer cells but not on healthy cells. Liposomes are used for delivery of a variety of formulations from medicine to cosmetics.

4)   Incorporation of a DNA sequence that encodes the peptide into the DNA or RNA of a virus which would then express the peptide on its surface. Since the peptide recognizes RECAF which is on cancer cells but not on normal cells, the virus would only infect and kill the cancer cells thus becoming an oncolytic virus.

In October 2010 we entered into a non-exclusive distribution agreement with VetRed B.V. from Naarden, the Netherlands. VetRed, a private company under Dutch law, will represent our wholly owned subsidiary OncoPet Diagnostics to distribute our OncoPet RECAF™ cancer test for dogs in Europe.

Through a network of its own companies, agents and distributors, VetRed will market our OncoPet’s RECAF™ test to the European Union member states. Samples will be collected and grouped prior to their dispatch to our laboratories Canada. Europe is second in the world for its number of cats and dogs, according to a recent survey—there are approximately 78 million dogs and 94 million cats in Europe. The United States and Canada have the largest dog and cat population, with an estimated 52 million dogs and 66 million cats.

13

VetRed made an entrance in the veterinary diagnostic market in 2009 with the introduction of the Pandora® Slide Stainer, a tabletop fully automated unit, which stains in fully reproducible samples prior to their evaluation under the microscope. VetRed also markets chromogenic media for rapid determination of fungi and bacteria.

Currently, our wholly owned subsidiary, OncoPet(TM) Diagnostics, Inc., has entered into a further two non-exclusive distribution agreements with two prominent US veterinary suppliers for the distribution of the OncoPet Sample Collection Kit for canine cancer diagnosis.

Per the non-exclusive distribution agreement, the suppliers will purchase vouchers for tests to be carried out in our facilities.  The distributor then sells the vouchers to veterinarians, veterinary practices, veterinary hospitals and others within the United States and territories of the U.S. including Puerto Rico, Guam as well as others.  The voucher includes a sample collection kit which the veterinarian will use to process the blood and ship the serum to our laboratory for testing.  OncoPet then emails the results directly to the veterinarian.

License Agreements

We have licensed aspects of our RECAF technology on a semi-exclusive and on a non-exclusive basis to Abbott, a worldwide leader in diagnostics, and Inverness, a global supplier of in vitro diagnostic products.

Abbott License

In March 2005, we entered into a worldwide, semi-exclusive licensing agreement with Abbott to commercialize Serum-RECAF. Manual and POC RECAF test formats are licensed on a non-exclusive basis. Thus, we may commercialize and license manual tests to as many licensees as we deem appropriate. Under the license agreement, as amended, Abbott has the right, but not the obligation, to commercialize or perform further research and development on the RECAF technology. Abbott paid us an upfront licensing fee of $200,000 and will pay us royalties on any RECAF products it sells during the term of the license. In April 2008, Abbott and we amended the license agreement. The amendment relieved Abbott of future obligations to perform further research and development with respect to the RECAF technology as well as the obligation to pay annual minimum royalties. At any time, at its option, Abbott may resume research and development work and commercialize products incorporating the RECAF technology in accordance with the license agreement. In consideration for this modification, we will receive a more favorable royalty rate on any RECAF products that may be sold by Abbott. We have the right to terminate the license at any time, if following notice from us, Abbott and we do not agree within 90 days to new due diligence obligations for the commercialization of any products using the RECAF technology. Since this agreement was amended, Abbott has not conducted any research and development regarding RECAF technology or, to our knowledge, taken any other steps toward commercializing our technology. Finally, Abbott has the right to grant sublicenses to third parties.

14

Inverness License

In December 2007, we entered into a second semi-exclusive, worldwide licensing agreement for our Serum-RECAF technology. This agreement allows Inverness to commercialize products using the Serum-RECAF technology in exchange for paying an upfront fee and periodic royalty payments. In addition, Inverness is responsible for obtaining FDA approvals, and managing manufacturing, marketing, and distribution for clinical laboratory testing. The manual and POC rapid tests, as well as other applications of RECAF, are licensed on a non-exclusive basis. Inverness paid us a $1 million up-front fee for RECAF technology and material and assistance that would enable it to produce RECAF material on its own. Inverness has been conducting research and development on our technology and may have successfully adapted our technology to their diagnostic platform. The agreement with Inverness provides for periodic exchanges of information between the parties. Our policy is to tell them as much as we can on the technical side. Inverness, on the other hand, has been reluctant to share with us their intentions or progress on their general business strategy including manufacturing, commercialization, regulatory approval and marketing. Inverness has advised us of their intention to implement the RECAF test in a particular format (called Triage), which is not based on classic and widely known assay formats but rather on their proprietary platform. We believe their reluctance is caused in large part on their concern to protect the intellectual property relating to their proprietary diagnostic platform. Our last communication with Inverness took place in June 2009 and, at the time, they indicated that our assay was working in their facilities and generating results consistent with ours. However, they did not share those results with us or indicate what diagnostic platform they used. Inverness has also informed us that they had become self-sufficient and independent in generating the critical reagents necessary to produce the test. We do not know what Inverness intends to do next. If they have been successful in adapting our technology to their diagnostic platform, the logical next step for them would be to initiate clinical trials for the purpose of obtaining regulatory approvals, whether in the United States or elsewhere, but we have not had been able to confirm whether that is the case. Our license agreement with Inverness does not provide for any development or product milestones. Under the license agreement, the annual minimum royalty of $150,000 began to accrue on December 4, 2009 and will continue until December 4 following the first commercial sale by Inverness of a product using RECAF technology to a third party. Thereafter, for the balance of the annual minimum royalty term, which ends on the later of the expiration of all the RECAF patents or when Inverness ceases to manufacture and distribute any products based on RECAF technology, Inverness is obligated to pay a higher minimum royalty. The Inverness license agreement does not provide when or how the annual minimum will be paid. Presumably, that will be determined based on subsequent discussions with Inverness.

Additional Licensing Opportunities

Under the license agreements with Abbott and Inverness we are free to grant one additional semi-exclusive license regarding Serum-RECAF and pursue unlimited licensing opportunities with respect to all other applications of our RECAF technology and test formats, including manual and POC rapid tests and veterinary applications. Further, our RECAF technology has additional applications that could be licensed, including imaging functions and therapeutic uses. Ultimately, we seek to license out specific aspects of our technology, striving to achieve a significant market share by selecting licensees that can support this goal. We believe that this licensing strategy will be the most effective way to expand our market share.

15

Business Strategy

Our RECAF technology has possibilities in a wide variety of applications in the fields of human and veterinary medicine. Our strategy is to continue to focus on obtaining non-exclusive licensing agreements for various application of RECAF technology while developing other applications ourselves.  Specifically, we intend to pursue the following:

●   grant one additional semi-exclusive license for testing blood samples using automated testing equipment;

●   commercialize veterinary applications of RECAF testing technology not requiring regulatory approvals;

●   finish developing a POC rapid format test for the doctor’s office and bedside use;

●   conduct clinical trials and seek FDA clearance for marketing of our RECAF tests; and

●   commercialize manual testing formats in China.

●   We cannot assure you that we can successfully achieve any of these objectives.

Our future objectives may change due to a number of factors, including:

●   the amount of capital we are able to raise;

●   our ability to accomplish the objectives listed above;

●   our determination that a market does not exist for our products or tests;

●   new estimates of the time and capital required to accomplish an objective are substantially greater than our original estimates.

●   our assessment of potentially faster ways to begin generating revenue using our RECAF technology; and

We have been attempting to earn revenue from our RECAF technology since 2001. We have abandoned earlier products and tests incorporating our RECAF technology since we determined that a market did not exist for these products and tests.

Licensing

To date our primary business strategy has been to license our Serum-RECAF technology under semi-exclusive limited license agreements. With this strategy, instead of having to allocate all of our funding in an attempt to commercialize one product, we select licensees that have strategic advantages over us when it comes to commercialization (e.g., our licenses with Abbott and Inverness). As part of this strategy, we provide all the assistance that we can to our licensees; however, the licensees are responsible for obtaining regulatory approvals and bringing the products to market. Under our existing semi-exclusive licenses with Abbott and Inverness, we are allowed to enter into one additional semi-exclusive license for Serum-RECAF. These licenses only cover the automated testing format for Serum-RECAF in a clinical and hospital laboratory settings. They cover the use of Serum-RECAF in connection with other test formats and other applications of our technology on a non-exclusive basis.

16

Market distribution channels for a diagnostic test kit typically entail accessing the automated diagnostic platforms of one or more of the larger diagnostic companies, such as Abbott, F. Hoffmann-La Roche or Bayer AG. These companies provide automated diagnostic instruments that are capable of processing a variety of laboratory tests. Some instruments can process 1,200 clinical chemistry and 200 immunoassay tests each hour. Through licensing, we seek to place our cancer assays, such as Serum-RECAF, on the instrument menu of these diagnostic platforms.

Point-of Care Rapid Tests

We anticipate that a POC rapid cancer test could be used in the future as easily and as routinely as a blood sugar or cholesterol reading is now part of a blood test. When a patient enters a physician’s office with a specific symptom or concern where cancer is suspected, the physician could administer the rapid test to receive a preliminary indication as to the presence of elevated RECAF levels in the blood. The more detailed Serum-RECAF laboratory test would be used to confirm the rapid test result as is common now for most of the rapid tests used in the infectious disease setting.

In September 2007, we presented preliminary results with our prototype rapid test to an international cancer congress. Data indicated solid discrimination between cancer and healthy cells and correlated with results from our Serum-RECAF. With the N.N. Blokhin Cancer Research Center in Moscow, Russia, we studied RECAF as a rapid test for cancer detection. Results found that RECAF could detect 80.4% of ovarian cancers in Stages I to III with an 88% specificity. This study tested 64 normal, non-cancerous samples and 51 ovarian cancer serum samples, which included 25 Stage I or II cancers and 26 Stage III cancers. We believe that these results signify a potential breakthrough that could simplify cancer detection. When applied to early stage ovarian cancer, our prototype POC demonstrated better performance than a CA-125 blood test, a tumor marker often found in higher-than-normal amounts in the blood of women with ovarian cancer.

We believe that the POC tests will not cannibalize the clinical laboratory markets since POC tests are routinely confirmed by the slightly more accurate clinical laboratory tests. We believe that the widespread use of POC RECAF tests will actually promote the use of the clinical laboratory RECAF tests.

We estimate that there are approximately 250,000 physicians in the United States who would use these POC tests. One test per doctor per week would yield 13 million rapid tests per year. We expect final development, clinical testing, FDA registration and Medicare approval to take approximately 18 months. We may license this test for distribution, contract with a distribution network or use a contract sales force for marketing and sales of this test.

17

Veterinary Applications

Basic research shows that RECAF is a highly conserved (common and essentially identical) molecule in humans and animals. We confirmed in our laboratory with samples provided from three different sources that our RECAF test detects malignancy in dogs and cats. The test, which we call Pet- RECAF, correctly detected 85% of the cancers at the standard specificity value of 95%. These figures are consistent with those obtained on human patients.

Initially our focus will be directed to dogs and cats. We believe we can begin marketing this application quickly because it does not require government or regulatory approvals and we have completed the developmental testing. We will market this application under a separate brand name. We plan to pursue a dual-channel revenue generation strategy. In some markets we will license our technology to clinical labs who will conduct the testing and in other markets PBRC will do the testing in our own contract laboratory. Our POC rapid test is also being developed for the veterinary market and may be available for commercialization before it is available for human use. We will market our product directly to end users, such as veterinarians and animal protection societies, and through distributors.

Cancer in Household Pets

Cancer is the number one cause of death among dogs and cats in the United States, Europe, and Japan. Recent studies have shown that more than 50% of all dogs ultimately die of cancer, and some breeds, like golden retrievers and boxers, have cancer rates that are even higher. However, cancer is also the most curable of all chronic diseases in pets. To help improve detection, specialists encourage veterinarians to include cancer screenings in their wellness exams for pets of all ages.

Expenditures on Household Pets and Market Size

There are approximately 75 million household dogs in the United States and on average dog owners spend $219 on veterinary visits annually. There are approximately 88 million household cats in the United States and their owners spend an average of $175 a year on routine veterinary visits. Dog- owning households that spent $1,000 or more in a year jumped from 2.2 percent in 1996 to 8.4% in 2006. Dogs averaged 1.5 visits to the veterinarian during 2006, and cats averaged 0.7 visits to the vet in the same year.

An interesting statistic that supports the growth in dog and cat populations is that Western European cat and dog food sales were US$14.47 billion in 2007, up from US$10.16 billion in 2002. Growth was projected at 7.6% per annum, so by extrapolation the 2012 is estimated to be US$15.57 billion.

We have studied the market in British Columbia and, based on our findings, we believe that the potential market for testing dogs and cats in British Columbia may be $5.0 million per year. We found that in British Columbia at least 120,000 routine blood-screening tests are carried out every year in dogs and cats, at a cost of $35-$40 per test to the veterinarian. This does not include tests conducted by veterinary hospitals that have their own in-house laboratories. We believe that the addition of a screening test for cancer for $50 is reasonable to both owners and veterinarians and may be incorporated in routine annual checkups. In addition to screening, animals already diagnosed and treated for cancer can be monitored for the disease with the Pet-RECAF test. We estimate that each animal diagnosed with cancer could be tested 3-4 times over its lifespan.

18

Market Strategy

Our marketing strategy for our Pet-RECAF test is based on the following assumptions:

●   There is no need for regulatory approval with respect to our Pet-RECAF product and, therefore, we can begin marketing thisproduct immediately.

●   The costs involved to commercialize Pet-RECAF are manageable.

We plan to begin in British Columbia where we can commercialize the application ourselves and then expand into other markets as we establish ourselves. In essence, the local market becomes a testing ground to trim and assess the logistics related to this enterprise. Blotted blood samples collected by veterinarians will be shipped to PBRC for testing. Our marketing efforts will target both veterinarians, who have to recommend Pet-RECAF to the pet owners, and the pet owners themselves. For marketing purposes, we have formed a wholly owned subsidiary, OncoPet Diagnostics, Inc., and have reserved the Internet domains: OncoPet.net, OncoPet.com, OncoPetDiagnostics.com and OncoPetDiagnostics.net.

Sales and Marketing

We do not plan to build our own sales force for any of our RECAF formats for human use. Sales and marketing for our automated laboratory testing format will be done primarily by our licensees. Manual laboratory test kits and materials will be marketed by our partner laboratories. Once we have achieved FDA clearance in the United States for our POC rapid test, we plan to contract with medical device distributors and/or a contract sales force for marketing and sales.

Our RECAF tests for the veterinarian market will be marketed initially by us and by distributors of veterinarian products. Since October 2010 we have entered into agreements with three veterinary product distributors for the marketing of tests in the United States, Europe and Taiwan. The distributors for the U.S. and Taiwan markets will purchase vouchers for tests to be carried out in our facilities.  The distributors will then sell the vouchers to veterinarians, veterinary practices, veterinary hospitals and others within their territories.  The voucher includes a sample collection kit which the veterinarian will use to process the blood and ship the serum to our laboratory for testing.  We will then email the results directly to the veterinarian. The distributor for Europe will purchase RECAF test kits from us and will perform the tests at the distributor’s facility in the Netherlands.

19

Suppliers and Manufacturing/Production

For the Serum-RECAF products licensed on a semi-exclusive basis, our licensees are responsible for manufacturing. We plan to contract with OEMs for all of the products that are not covered by our license agreements.

Research and Development

Our research and development efforts are all related to improving our RECAF technology for detection, diagnosis and follow-up of cancer. We continually focus on improving our various RECAF test formats leading to filing of additional patents to protect our technology. Since the basic research on our RECAF cancer marker is complete, most of our continuing work will be in the development area rather than in research. The clinical data from our studies, which have been ongoing since 2004, and the validation from independent data from our licensees, Abbott and Inverness, support our contention that we are in the final development stages rather than at the research stage.

Patents

Our patents, currently registered in over 20 countries, cover over 40 claims and relate to methods for diagnosis and treatment of cancer using the RECAF cancer marker. Our original U.S. patent expires in 2014 and our patents in Australia, Russia and China expire in 2015. Our U.S. patent (“Detection of cancer using antibodies to the AFP receptor”) includes 17 claims and protects technologies using Serum-RECAF kits. The patent also entails in vitro applications for diagnosis, screening, and follow-up of cancer and leukemia. At present, we are working toward the submission of additional patent applications related to RECAF that potentially could provide us with protection for an additional 20 years.

In March 2008, the European Patent Office granted our patent claims for cancer diagnostic serum tests based on the RECAF marker. These patents will also expire in 2015. This development is particularly beneficial as granted patent claims can generate a higher royalty than pending claims per our existing license agreements. In addition, we believe that the European healthcare and medical insurance systems are more familiar and supportive of cancer markers than are other locales. As a result, we anticipate that regulatory approval for diagnostic tests in Europe could be easier and faster than in the United States.

In October 2010 we filed a new patent within the Patent Cooperation Treaty, which presently includes 142 countries. The subject of this patent is a synthetic peptide that recognizes RECAF™ and that can replace the antibodies used in our RECAF test. The synthetic peptide also allows for many other applications that cannot be performed with an antibody. Our patent application contains multiple claims covering different applications and uses of this peptide.

An antibody is a biological reagent that requires production under sterile conditions in large volumes of cell culture medium. The antibodies then need to be extracted and purified from the medium. This process is expensive and delicate. The synthetic peptide will allow our to replace the antibodies in the RECAF test. A peptide is a short sequence of amino acids, much like a very small protein. Peptides are produced with an automated peptide synthesizer. A well known small peptide is aspartame, the synthetic sweetener used in Nutrasweet®.

20

To make a peptide in a laboratory, its amino acids sequence is entered into a computer and the rest of the process is automatically handled by special computer software and instrumentation.  Since the peptide is synthesized chemically rather than biologically, the batch-to-batch variability is drastically reduced and the cost reduction is significant. Being small molecules, peptides are also more stable than antibodies, resulting in longer shelf life and related issues.

The most important advantage of peptides over antibodies is their flexibility: Antibodies cannot be modified unless very expensive and complex molecular engineering processes are used. To change the specificity of an antibody, one has to develop a new one, which is a very labor intensive and unpredictable process. On the other hand, to modify a peptide, all that is required is to use a different amino acid sequence on the computer. This tremendous flexibility opens many possibilities for us, some of which are listed below:

1)   Tailoring dog, cat and other animal RECAF tests for each species rather than relying, on the cross reactivity exhibited by anti-human RECAF antibodies against dog RECAF.

2)   Tailor-tagging of the peptide for different uses such as cancer targeted therapy, imaging or blood diagnostic tests.

3)   Attaching the peptide to liposomes for cancer targeting. Liposomes are artificially prepared vesicles that can be filled with anti-cancer drugs, Interference RNA or other compounds and delivered to cancer cells. Attaching the peptide to the surface of liposomes should increase the delivery to cancer cells since our peptide recognizes RECAF and RECAF is on the surface of cancer cells but not on healthy cells. Liposomes are used for delivery of a variety of formulations from medicine to cosmetics.

4)   Incorporation of a DNA sequence that encodes the peptide into the DNA or RNA of a virus which would then express the peptide on its surface. Since the peptide recognizes RECAF which is on cancer cells but not on normal cells, the virus would only infect and kill the cancer cells thus becoming an oncolytic virus.

Due to the complexity of RECAF technology, we believe that our proprietary know-how for developing the technology and working with the RECAF family of molecules is critical and extends beyond patented information. Accordingly, we include know-how in our licensing packages in order to obtain royalties in countries where we do not have patent protection.

We have granted a security interest in all of our assets, including our patents and other intangible property, to the holders of our amended secured convertible notes as security for the repayment of those notes.

21

Competition

Given the nature of our product and the fact that it works well in combination with existing cancer markers, it is difficult to separate competitors from potential partners/clients/licensees.

We have found that we can combine RECAF with a second marker (e.g., CEA for colorectal cancer samples, PSA for prostate cancer samples and CA125 for ovarian samples), thus increasing the overall performance. For example, combining CEA with RECAF results in 91% sensitivity and 100% specificity, which is extremely important for screening purposes. From a marketing point of view, the possibility of combining existing and widely used tests with ours offers obvious advantages in terms of acceptance, market penetration time and pricing. The latter is of particular interest for licensees who are already commercializing other markers because the enhanced performance allows them to increase the price of the other marker, which is usually low due to competition and lack of patent protection. Under our existing semi-exclusive license agreements with Abbott and Inverness, we receive, as a royalty, a portion of the additional price on any other marker sold in conjunction with RECAF.

Our potential competitors include large pharmaceutical and medical device companies who develop, market, and sell diagnostic products such as cancer detection kits, instruments and reagents used in clinical laboratories to measure serum cancer markers. Such companies include F. Hoffman-La Roche Ltd., Dako A/S, DIANON Systems (an affiliate of Lab Corp. of America Holdings), Miraculins Inc. and Ortho-Clinical Diagnostics, Inc. (an affiliate of Johnson & Johnson Co.). In addition, potential competition may come from smaller companies, research facilities and government-funded organizations that seek to discover improved cancer markers or that are developing new screening and diagnostic tests and tools for patients and animals. To our knowledge, no existing cancer markers currently in use can detect the range of cancers that can be detected by RECAF with similar sensitivity and specificity.  Potential competitors in the veterinary market include Idexx and Abaxis but they are also potential licensees.

At this point in time, we believe that our competitive position in the cancer detection market is strong for a number of reasons including the following:

●   Inherent Advantages of the RECAF marker. As previously discussed, the RECAF marker has several advantages over all other cancer markers known to us, including its ability (i) to detect all of the major cancers and likely the less ubiquitous ones as well, (ii) to detect them in early stages, where 80-90% can be cured and (iii) to function as a diagnostic and follow-up tool. In addition, and based upon studies we have conducted, we believe that for certain types of cancer, its serum-based screening assays is more accurate than the screening assays of our competitors.

●   Strategic relationships. Our license agreements with Abbott and Inverness provide us with access to major testing laboratories. In addition, Abbot and Inverness have agreed to bear the cost of obtaining FDA approval for our serum-detection technology and, once obtained, will market our testing technology to laboratories, healthcare providers and consumers. At the same time, our license agreements with Abbot and Inverness give us the flexibility to exploit other applications of the technology.

●   Funding. While many of our existing and potential competitors are large pharmaceutical companies with large research and development budgets and government-funded research facilities, the large capital investment required to identify and prove the efficacy of a cancer marker may act as a deterrent. On the other hand, most of the research into verifying the RECAF marker has been completed.

22

Government Regulation

Drugs, pharmaceutical products, medical devices and other related products are regulated in the United States under the Federal Food, Drug and Cosmetic Act, the Public Health Service Act, and the laws of certain states. The FDA exercises significant regulatory control over the clinical investigation, manufacture and marketing of pharmaceutical and biological products.

Medical device regulation is based on classification of the device into three classes, I, II or III. Class III medical devices are regulated much like drugs, whereas Class I and II devices have less stringent data requirements than drugs and do not require the rigorous clinical trials that the FDA requires for drugs. Products submitted to the FDA for clearance as medical devices can refer to the safety and effectiveness data of medical devices which perform similar functions as other products and which the FDA has already cleared. As long as a medical device submitted to the FDA has the same clinical use as a medical device previously cleared by the FDA, the medical device submitted will normally receive FDA clearance provided data proving substantial equivalence to the other approved medical devices and verification of claims is provided to the FDA.

This type of FDA submission is referred to as a 510k submission and is initially handled by the FDA within a 90-day timeframe but can be longer if additional information is required. Based upon our review of the FDA’s classification of other cancer markers, we are of the opinion that our RECAF tests used to monitor a patient’s progress after surgery, chemotherapy or other treatment, will be classified as Class II medical devices.  If the FDA classifies our RECAF tests as Class III medical devices, then a pre market approval (PMA) would be required which typically requires more extensive clinical data . FDA reviews PMA submissions in a 180-day timeline. If there are unaddressed scientific issues, the FDA review scientists can ask for additional information and put the submission temporarily on hold. If a product is a first of a kind, or if it presents unusual issues of safety and effectiveness, it is generally reviewed before it is approved by an advisory panel of outside experts. Approval of a PMA requires review of the manufacturing processes, an inspection of the manufacturing facility, a monitoring audit of clinical data sites, as well as comprehensive review of the premarket data. The review process for a Class III medical device can take up to 12 months, and in some cases longer.

In addition to regulations in the U.S., we may be subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution of our products outside of the U.S. Whether or not we obtain FDA approval for a product, we must obtain approval of a product by the comparable regulatory authorities of foreign countries before we can commence clinical trials or marketing of the product in those countries. The approval process varies from country to country, and the time may be longer or shorter than that required for FDA approval. The requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.

Under our existing license agreements, the licensees are responsible for obtaining the necessary regulatory approvals in the countries where they intent to market our products. However, since our licensees have not yet sought FDA clearance for our products, we plan to conduct clinical trials, if necessary, and seek FDA approval on our own for marketing our RECAF tests.

23

We cannot assure you that we, or any of our licensees, will be successful in obtaining clearances or approvals from any regulatory authority with respect to our serum screening assay. The lack of regulatory approval for our products will prevent the sale of these products. Delays in obtaining regulatory approval or the failure to obtain regulatory approval in one or more countries will have a material adverse impact on our operations.

With respect to our Pet-RECAF test, devices for infectious disease currently require U.S. Department of Agriculture approval whereas devices for cancer detection currently do not.  Cancer tests run in our laboratory, or in clinical laboratories licensed by us, do not require USDA or Canadian approval as a service, as opposed to a device is being marketed. Our Pet-RECAF test, as well as the marketing of this test, does not require FDA approval in the Unites States, Canada or China.

Employees

All of our research, development and other technical activities, as well as all of our administrative services, are performed for us by Pacific Bioscience Research Centre, which is owned by Dr. Moro-Vidal, our chief executive officer and a member of our board of directors. All of our employees are also employees of Pacific Bioscience Research Centre.  As of January 31, 2012, Pacific BioScience Research Centre had six full-time employees/consultants.  Our relationship with Pacific Bioscience Research Centre and with its employees is good.  See the section of this prospectus captioned “Management – Transactions with Related Parties” for information concerning our Agreement with Pacific Bioscience Research Centre.

ITEM 2.     PROPERTIES

Our offices are located at 7080 River Road, Suite 215 Richmond, British Columbia, and consist of 5,000 square feet of space which offices are rented on a month-to-month basis for $4,895 per month.  We rent our office space from Pacific Bioscience Research Centre, a company owned by Dr. Ricardo Moro.

ITEM 3.     LEGAL PROCEEDINGS

We are not involved in any legal proceedings.

24

ITEM 4.     MINE SAFETY DISCLOSURE

Not Applicable.

ITEM 5.     MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES.

Our common stock is traded on the OTC Bulletin Board under the symbol “BOCX.”

Shown below is the range of high and low quotations for our common stock for the periods indicated as reported by the OTC Bulletin Board.  The market quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not necessarily represent actual transactions.

Quarter Ending	High		Low
3/31/2010	$	0.07	$	0.07
6/30/2010	$	0.05	$	0.05
9/30/2010	$	0.06	$	0.06
12/31/2010	$	0.07	$	0.06
3/31/2011	$	0.07	$	0.05
6/30/2011	$	0.05	$	0.01
9/30/2011	$	0.05	$	0.02
12/31/2011	$	0.03	$	0.01

As of March 27, 2012 there were approximately 135 record holders of our common stock and over 2,000 shareholders who owned shares through brokerage houses, banks and similar financial institutions.

Holders of common stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available and, in the event of liquidation, to share pro rata in any distribution of Biocurex’s assets after payment of liabilities.  The Board of Directors is not obligated to declare a dividend.  Biocurex has not paid any dividends on its common stock and Biocurex does not have any current plans to pay any common stock dividends.

Note 7 to the financial statements included as part of this report lists the shares of our common stock which were issued during the year ended December 31, 2011.  We relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 in connection with the issuance of the shares described in Note 7 during the year ended December 31, 2011.

During the year ended December 31, 2011 we did not purchase any shares of our common stock from third parties in a private transaction or as a result of any purchases in the open market.  During the year ended December 31, 2011 none of our officers or directors, nor any of its principal shareholders, purchased, on our behalf, any shares of its common stock from third parties in a private transaction or as a result of purchases in the open market.

25

As of March 31, 2012 we had 184,617,814 outstanding shares of common stock.  The following table lists additional shares of our common stock which may be issued as the result of payment of note principal or interest with shares of our common stock or as the result of the exercise of outstanding options or warrants or the conversion of notes:

	Number of		Note
	Shares		Reference
Shares issuable upon conversion of notes or as payment of principal on the notes		4,188,154			A
Shares issuable upon exercise of warrants issued to consultants		937,500		B
Shares issuable upon exercise of Non-Qualified Stock Options granted to officers, directors, employees and consultants.		1,631,600		C
Shares issuable upon exercise of warrants granted to our officers, directors, employees, financial consultants and private investors		3,000,000		D
Shares issuable upon exercise of warrants issued to note holders		2,628,266		E
Shares issuable upon warrants sold to public investors		90,459,600		F
Shares issuable upon exercise of warrants issued to underwriter		8,400,000		F
Shares issuable upon exercise of options granted to officers and directors		28,500,000		G
Shares issuable upon conversion of note		7,850,000		H
Shares issuable upon conversion of note		4,250,000		I

A.           In June 2007 we sold convertible notes, plus warrants, to private investors for $3,000,000.  The notes are due and payable on December 31, 2012 and are secured by substantially all of our assets.  At the holder’s option the notes are convertible into shares of our common stock at a conversion price of $0.13.  Due to principal payments and conversions, the outstanding principal balance of the notes as of December 31, 2011 was $544,460.

26

The warrants were subsequently sold to Warrant Strategies Fund, LLC.

The warrants allow the holder to purchase up to 3,500,000 shares of our common stock at a price of $0.135 per share at any time prior to June 29, 2012.

In the event the closing price of our common stock is $1.20 or greater for ten consecutive trading days, the holders will be required to exercise the 3,500,000 warrants.  Following the exercise of the warrants, we will issue to the holders new warrants, which will entitle the holders to purchase 1,750,000 shares of our common stock.  The new warrants will be exercisable at a price of $1.20 per share at any time prior to the later of June 25, 2012 or three years from the date the new warrants are issued.

At our election and under certain conditions, we may use shares of our common stock to make interest or principal payments on the notes.  The actual number of shares which may be issued as payment of interest or principal may increase if the price of our common stock is below the then applicable conversion price of the notes.

To the extent we use our shares to make principal payments on the notes, the number of shares which may be issued upon the conversion of the notes may be less due to the reduction in the outstanding principal balance of the notes.

The actual number of shares which will ultimately be issued upon the payment or conversion of the notes and the exercise of the warrants (if any) will vary depending upon a number of factors, including the price at which we sell any additional shares of our common stock prior to the date the notes are paid or converted or the date the warrants are exercised or expire.

B.           Pursuant to the terms of a consulting agreement with a sales agent, we issued the sales agent warrants to purchase 937,500 shares of our common stock as consideration for services the sales agent provided in connection with the sale of our notes and warrants.  Warrants to purchase 187,500 of the 937,500 shares are exercisable at a price of $0.01 per share and warrants to purchase the remaining 750,000 shares are exercisable at a price of $0.60 per share.  These warrants expire on June 30, 2012.  The sales agent subsequently assigned 234,375 warrants each to two of its employees.

C.           Options are exercisable at a price of $0.001 per share and expire on various prior to March 2014.

D.           Warrants in this category were not granted pursuant to our Non-Qualified Stock Option Plan.  The warrants are exercisable at prices between $0.05 and $0.12 per share and expire on various dates prior to August 2014.

27

E. During 2003 we sold convertible notes in the principal amount of $529,813 to six private investors.  As of January 31, 2012, all notes, with the exception of one note in the principal amount of $33,000, had either been repaid or converted into shares of our common stock.  For every share issued upon conversion, the note holders received warrants to purchase one share of our common stock.  The warrants are exercisable at prices between $0.05 and $0.176 per share and expire in 2014.  As of January 31, 2012, warrants to purchase 2,204,730 shares remained outstanding.  The remaining note, which bears interest at 5% per year, can be converted at any time into 211,768 shares of our common stock.  If this note is converted, the note holder will receive warrants to purchase 211,768 shares of our common stock.  These warrants, if issued, will be exercisable at a price of $0.17 per share and will expire in five years after their issuance. 

F. In January 2010 we sold 90,459,600 shares of our common stock at a price of $0.0714 per share in a public offering.  For each share sold the investor also received one warrant.  Each warrant entitles the holder to purchase one share of our common stock at a price of $0.107 per share at any time on or before January 2015.

Paulson Investment Company, Inc., the underwriter of our public offering, received a sales commission as well as warrants.  The warrants entitle Paulson to purchase 120,000 units at a price of $6.00 per unit.  Each unit consists of 70 shares of our common stock and 70 warrants.  Each warrant entitles Paulson to purchase one additional share of our common stock at a price of $0.107 per share at any time on or before January 2015.

G.           These options, which were granted on January 22, 2010, were not granted pursuant to our Non-Qualified Stock Option Plan.  The options are exercisable at a price of $0.0714 per share and expire on January 22, 2020.

H.           In December 2011 we sold a convertible note in principal amount of $78,500 to a private investor. The note bears interest at 8% per year and is payable on or before February 5, 2013. At any time after June 15, 2012 the note can be converted into shares of our common stock. The number of shares to be issued upon any conversion will be determined by dividing the principal amount to be converted by the conversion price. The conversion price is 58% of the average of the lowest five Trading Prices for our common stock during the ten trading day period ending on the trading day prior to the date the note is converted. “Trading Price” means the closing bid price of our common stock on the Over-the-Counter Bulletin Board. Based upon the closing prices of our common stock, we would be required to issue 7,850,000 shares of our common stock if the note was converted on March 31, 2012.

I.  In February 2012 we sold a convertible note in principal amount of $42,500 to the same private investor mentioned in Note H above. The note bears interest at 8% per year and is payable on or before February 19, 2013. At any time after August 7, 2012 the note can be converted into shares of our common stock. The number of shares to be issued upon any conversion will be determined by dividing the principal amount to be converted by the conversion price. The conversion price is 58% of the average of the lowest five Trading Prices for our common stock during the ten trading day period ending on the trading day prior to the date the note is converted. “Trading Price” means the closing bid price of our common stock on the Over-the-Counter Bulletin Board. Based upon the closing prices of our common stock, we would be required to issue 4,250,000 shares of our common stock if the note was converted on February 20, 2012.

28

ITEM 6.    SELECTED FINANCIAL DATA

Not applicable.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION

We are a development stage biotechnology company developing products based on patented and proprietary technology in the area of cancer diagnostics. The technology identifies a universal cancer marker known as RECAF. Patents have been granted in the United States, Europe, Australia, China, Norway and Russia and are pending in other major worldwide markets.

RECAF is a molecule that is present on cancer cells but not detected in significant levels on healthy cells or benign tumor cells.  It is the receptor for alpha-fetoprotein and is classified as an oncofetal antigen due to its presence on both fetal and malignant tissues. This characteristic makes RECAF a more accurate indicator of cancer than most current tumor markers.

We are commercializing our technology through licensing arrangements with companies that develop and market diagnostic tests for the large automated clinical laboratory setting, through development and marketing of non-automated clinical laboratory tests, through development of rapid, point-of-care test formats, and through marketing of our OncoPet RECAF test for cancer in companion animals.

Our business model is to develop internally our RECAF cancer diagnostic platform to the stage where individual applications can be partnered or licensed in strategic relationships for regulatory approval and commercialization.  Our objective is to receive cash from licensing fees, milestone payments, and royalties from such partnerships which support continued development of our cancer diagnostic portfolio.  We have signed licensing agreements for its cancer detection blood tests with Abbott Laboratories and with Inverness Medical Innovations.  In the veterinarian market where there are no regulatory hurdles, our objective is to commercialize our technology through our subsidiary, OncoPet Diagnostics, and with distributors in North America, Europe and elsewhere.

Our success is dependent upon several factors, including, maintaining sufficient levels of funding through pubic and/or private financing, establishing the reliability of our RECAF cancer tests in screening, diagnosis, and follow-up for cancer recurrence, securing and supporting strategic partnerships, securing regulatory approvals where necessary, and commercializing our technology.  We may not be able to achieve these objectives by March 31, 2012, or at all.

29

Liquidity and Capital Resources

Since January 2003, we have been able to finance our operations primarily from equity and debt financing, the proceeds from exercise of warrants and stock options, interest income on funds held for investment, and license fees.  We do not have lines of credit with banks or other financial institutions.

Material changes in the line item of our balance sheet between December 31, 2011 and December 31, 2010 are discussed below

	Increase (I)
Item	or Decrease (D)	Reason
Cash	D	(1)
Debt issue cost	D	(1)
Derivative liability	D	Derivative liability decreased as a result of a decrease in the price of our common stock. The price of our common stock is one component used in determining the amount of the derivative liability.
Loans payable	I	Due to amortization of accretion
Due to related parties	I	Due to new related party fees to new director.
Convertible debt	I	This is related to the new convertible loan in December 2011.

(1)   In January 2010 we sold 90,459,600 shares of our common stock, and 90,459,600 warrants, in a public offering.  The proceeds to us from the sale of the shares and warrants, net of underwriting commissions and offering expenses, were approximately $4,800,000, resulting in the increase in cash.  Deferred financing costs at December 31, 2009, which pertained to our public offering, were transferred to Additional Paid-In Capital/Share Issuance Costs upon the completion of the offering.  With proceeds from the public offering we reduced our accounts payable, and made payments on outstanding loans, amounts due to related parties, and convertible debt.

Our sources and (uses) of cash during the years ended December 31, 2011and 2010 were as follows:

	Year Ended December 31
	2011			2010
Cash (used) in operations	$	(1,554,571	)	$	(2,228,477	)
Patent costs		(48,728	)		(130,198	)
Proceeds from sale/purchase of equipment,		(16,195	)		--
Repurchase of shares		(20,000	)		--
Loans from unrelated parties		--			32,549
Proceeds from convertible debt		78,500			--
Repayment of loans		--			(450,000	)
Repayment of convertible debt		(18,840	)		(1,186,700	)
Deferred financing /debt issue costs		(3,500	)		(94,851	)
Proceeds from sale of common stock and exercise of options and warrants, net of issuance costs		2,288			5,701,266

In June 2007, we sold convertible notes, plus warrants, to private investors for $3,000,000.  The notes are due and payable on December 31, 2012 and are secured by substantially all of our assets.  At the holder’s option the notes are convertible into shares of our common stock at a conversion price of $0.13.  From the proceeds of our January 2010 public offering we repaid $1,186,700 to the note holders.  The Company repaid $18,840 to the note holders from the proceeds of the Asher loan in December 2011. Due to principal payments and conversions, the outstanding principal balance of the notes as of December 31, 2011 was $544,460.

30

In September 2009, we sold promissory notes in the principal amount of $575,000 to twenty accredited investors.  As partial consideration for lending us the $575,000 we issued 8,214,292 shares of our common stock to the investors.  With the proceeds from our January 2010 public offering we repaid $450,000 to the investors.  The remaining balance of $125,000 bears interest at 10%, is unsecured, and is payable on or before January 31, 2013.

In January 2010 we sold 90,459,600 shares of our common stock at a price of $0.0714 per share in a public offering.  For each share sold the investors also received one warrant.  Each warrant entitles the holder to purchase one share of our common stock at a price of $0.107 per share at any time on or before January 2015.  The net proceeds to us from the sale of the shares and warrants, after deducting underwriting commissions and offering costs, were approximately $5,700,000. The net cash provided from this financing after repayment of loans and convertible debt was approximately $3,970,000.

In December 2011 we sold a convertible note in principal amount of $78,500 to a private investor. The note bears interest at 8% per year and is payable on or before February 5, 2013. At any time after June 15, 2012 the note can be converted into shares of our common stock. The number of shares to be issued upon any conversion will be determined by dividing the principal amount to be converted by the conversion price. The conversion price is 58% of the average of the lowest five Trading Prices for our common stock during the ten trading day period ending on the trading day prior to the date the note is converted. “Trading Price” means the closing bid price of our common stock on the Over-the-Counter Bulletin Board. Based upon the closing prices of our common stock, we would be required to issue 7,850,000 shares of our common stock if the note was converted on March 31, 2012.

We anticipate that our capital requirements for the twelve-month period ending March 31, 2013 will be as follows:

Research, development and production of our diagnostic products	$	900,000
General and administrative expenses		700,000
Marketing and investor communications		150,000
Business development		50,000
Payment of interest on amended senior convertible notes and
unsecured promissory notes		100,000
Payment of outstanding liabilities		250,000
	$	2,150,000

Our most significant capital requirements are research and development and general and administrative expenses. General and administrative expenses, exclusive of depreciation, amortization and other expenses not requiring the use of cash (such as the costs associated with issuing stock and options for services), average approximately $60,000 per month. Our research and development expenses vary, depending upon the scope of the programs that we undertake.  As we move further through the development process our research activities become more mature and less capital intensive.  New development projects may have additional capital requirements which we balance with capital available for such programs.

We may not be successful in obtaining additional capital in the future. If we are unable to raise the capital we need, our research and development activities will be curtailed or delayed and our operations will be reduced to a level which can be funded with the capital available to us.

31

Material changes of items in our Statement of Operations for the year ended December 31, 2011, as compared to the same period in the prior year, are discussed below:

	Increase (I)
Item	or Decrease (D)	Reason
General and administrative	D	The decrease was primarily attributable to lower stock-based compensation expense.
Professional and Consulting Fees	I	The Company entered into consulting agreements to strengthen the overall marketing strategies.
Research and Development	I	The increase was primarily attributable to lab materials, supplies and a new scientist was retained.
Interest expenses	D	The repayment of a large portion of the convertible notes in January 2010 resulted in decreasing of interest payment.

Accretion of discount on convertible debt	D	The repayment of a large portion of the convertible notes in January 2010 resulted in the decrease in accretion of discount on the convertible debt during the year.
Amortization of debt issue costs	D	A large portion of the convertible notes were repaid in January 2010. As a result, the debt issue costs were less during the current period.
Gain(loss) on derivative liability	D	Derivative liability decreased is result from the decrease in accretion on the convertible debt.

Recent Accounting Pronouncements

See Note 2 to the financial statements which are included as part of this report.

Critical Accounting Policies

Our significant accounting policies are more fully described in Note 2 to the financial statements included as a part of this report.  However, certain accounting policies are particularly important to the portrayal of our financial position and results of operations and require the application of significant judgments by management. As a result, the consolidated financial statements are subject to an inherent degree of uncertainty. In applying those policies, management uses its judgment to determine the   appropriate   assumptions   to be used in the determination of certain estimates.  These estimates are based on our historical experience, terms of existing contracts, observance of trends in the industry and information available from outside sources, as appropriate.

32

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8.     FINANCIAL STATEMENTS.

See the financial statements attached to and made a part of this report.

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

Not applicable.

ITEM 9A.  CONTROLS AND PROCEDURES

Our Principal Executive Officer and our Principal Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report and in their opinion our disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended). Internal control over financial reporting is a process designed under the supervision of the Chief Executive and Financial Officer of Biocurex to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. GAAP.

33

While we believe that our existing internal control framework and procedures over financial reporting have been effective in accomplishing its objectives, we intend to continue the practice of reevaluating, refining, and expanding its internal controls over financial reporting. Because of our inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Our management assessed the effectiveness of its internal control over financial reporting as of December 31, 2011.  In making this assessment, our management used criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission (COSO).  Based on this assessment, our management believes that, as of December 31, 2011, our internal control over financial reporting was effective based on those criteria.

There were no changes in our internal controls over financial reporting that occurred during the year ended December 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B.  OTHER INFORMATION

Not Applicable

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Name	Age	Position
Ricardo Moro, M.D.	58	Chief Executive Officer and Director
Dr. Paul D. Slowey	55	President and Director
Gladys Chan	37	Chief Financial Officer
Antonia Bold-de-Haughton	60	Secretary and Director
Denis Burger, Ph.D.	61	Executive Chairman and Director
Phil Gold, M.D.	71	Director
Jim Walsh, Ph.D.	52	Director
Trent Davis	43	Director

Directors serve for one-year terms and are elected annually by our stockholders. Our executive officers are appointed by and serve at the pleasure of the board of directors.

34

Ricardo Moro, M.D. has been an officer and director since March 2001. Since 1996, Dr. Moro has been the president of PBRC, formerly named Curex Technologies Inc., where he developed the RECAF cancer marker concept. From 1980 to 1985, Dr. Moro worked in cancer research at the French National Cancer Institute near Paris, France. From late 1985 to 1988, he worked at the University of Alberta, Edmonton on onco-developmental biology. From 1989 to 1996, he was engaged in various entrepreneurial ventures relating to diagnostics and instrumentation. Dr. Moro received his medical degree from the University of the Republic of Uruguay in 1979.

Dr. Paul Slowey has been our President and a Director since July 2011. Dr. Slowey has been President and Chief Executive Officer of Oasis Diagnostics Corporation since 2007 and Managing Member of Bamburgh Marrsh LLC since 2002.  Previously he held various diagnostic positions including; Director of International Sales for OraSure (formerly Epitope), Chief Operating Officer for Saliva Diagnostics, Director of International Sales for Incstar Corp. [now DiaSorin].  He holds a B.S. (Honors) from Sheffield Polytechnic (England), a Ph.D. in Organic Chemistry from the University of Newcastle-Upon-Tyne (England) and Post-Doctoral Fellowships from University of Victoria and Memorial University of Newfoundland (Canada).

Denis R. Burger, Ph.D. was appointed a director and our executive chairman in September 2009. In March 2011, the executive chairman position was eliminated and Mr. Burger became the chairman of our Board of Directors. Prior to joining us, he had been managing director of Sovereign Ventures, LLC, a biotech investing and consulting firm, since 1991. He was chairman and chief executive officer of AVI BioPharma, Inc., a drug development company using gene targeted therapeutics, from 1997 to 2007 and founding chairman of Epitope, Inc., a developer of diagnostic products, from 1981 to 1990. He is currently a director of Trinity Biotech PLC, a diagnostic products developer, and Lorus Therapeutics, a cancer therapeutics company. Earlier in his career, he was a Professor of Microbiology and Immunology, an Associate Professor of Surgery and the Director of the Histocompatibility Testing Laboratory at Oregon Health Sciences University. He holds a B.A. degree in Bacteriology and Immunology from the University of California at Berkeley, a M.S. and Ph.D. in Microbiology and Immunology from the University of Arizona, Tucson.

Gladys Chanjoined us in July 2005 as comptroller and was promoted to chief financial and accounting officer in October 2009. Prior to joining us, from September 2004 to June 2005, Ms. Chan served as senior accountant at DTI Dental Technologies Inc. She is a Certified General Accountant in Canada, qualified in August 2004, and holds a Bachelor degree in Art from the University of Tunghai, Taiwan.

Antonia Bold-De-Haughton has served as our corporate administrator since our inception. In October 2009, she was appointed to the Board and corporate secretary. From March 2006 to February 2008, she was also the chief financial officer of Douglas Lake Minerals Inc. (OTCBB: DLKM). Ms. Haughton has over 20 years of experience in administration and management, is a commercial arbitrator and was educated at the University of Oxford, England and the University of British Columbia.

35

Phil Gold, C.C., O.Q., M.D., Ph.D. has been a director since March 2001. He has been employed by McGill University and/or its affiliate, Montreal General Hospital, in one or more capacities since 1968. Currently, he is the Douglas G. Cameron Professor of Medicine, and Professor of Physiology and Oncology, at McGill University and the Executive Director of the Clinical Research Centre of the McGill University Health Centre. In the past he has served as Chairman of the Department of Medicine at McGill and Physician-in-Chief at the Montreal General Hospital. From 1978 to 1980, Dr. Gold was Director of the McGill Cancer Centre in Montreal, Quebec. From 1980 to 1984, he was Physician-in-Chief of the Montreal General Hospital. From 1985 to 1990, he served as Chairman of the Department of Medicine at McGill University in Montreal. Dr. Gold’s early research led to the discovery and definition of the Carcinoembryonic Antigen (CEA), the blood test most frequently used in the diagnosis and management of patients with cancer. He has been elected to numerous prestigious organizations and has been the recipient of such outstanding awards as the Gairdner Foundation Annual International Award, the Isaak Walton Killam Award in Medicine of the Canada Council, the National Cancer Institute of Canada R.M. Taylor Medal, the Heath Medal of the MD Anderson Hospital, the Inaugural Ernest C. Manning Foundation Award, the Johann- Georg-Zimmerman Prize for Cancer Research, Medizinische Hochschule, Germany, the ISOBM Abbott Award (Japan), the Award of the Academy of International Dental Studies, and the Queen Elizabeth II Jubilee Medal. He has been elected to membership in the Royal Society of Canada, the American Society for Clinical Investigation, the Association of American Physicians, and Mastership in the American College of Physicians. His contributions to teaching have been recognized by an award as a Teacher of Distinction from his Faculty of Medicine. He has been honored by his country, his province his city, and his university by appointment as a Companion of the Order of Canada, an Officer of l’Ordre National du Québec, a member of the Academy of Great Montrealers; and a the recipient of the Gold Medal of the McGill University Graduate Society, respectively. He has been the Sir Arthur Sims Traveling Professor to the British Commonwealth, and has served as a member of the Executive, and Chair of the Burroughs Wellcome Fund. In 2006, the Phil Gold Chair in Medicine was inaugurated at McGill University and the first incumbent was selected in 2009. Dr. Gold received a B. Sc. in 1957 and a M.Sc. in 1961 in Physiology from McGill University. He received his MDCM in 1961 and his Ph.D. in 1965 from McGill University as well.

Jim Walsh, Ph.D. was appointed a director in September 2009. Dr. Walsh has been the chief executive officer of Biosensia Ltd., a point of care diagnostics company, since 2008 and Interim Chief Executive Officer of Stokes Bio Ltd., a company specializing in the area of molecular diagnostics, since 2006. Dr. Walsh has also been a non-executive director of Trinity Biotech Plc (NASDAQ: TRIB), an Irish diagnostics company, since 1996 and a non-executive director of PuriCore Plc. (LSE: PURI), a U.S.-based healthcare company, since 2006. Dr. Walsh has also been investment advisor to Bank of Ireland Kernel Capital Partners since 2007. From 1990 to 1995, Dr. Walsh was managing director of Cambridge Diagnostics Ltd., a wholly owned subsidiary of Inverness Medical Innovations Inc. (AMEX: IMA). From 1988 to 1990, Dr. Walsh worked with Fleming GmbH as R&D Manager. Dr. Walsh is a graduate of the National University of Ireland and holds a Doctorate in Inorganic Chemistry and Post Doctorate qualifications in Immunochemistry.

Trent Davis has been a Director since July 2011. Mr. Davis has been with Paulson Investment Company, Inc. since 1991 and has served as Paulson’s President and Chief Executive Officer since 2005. Prior to being appointed as President and Chief Executive Officer, Mr. Davis served as Senior Vice President of Paulson's Syndicate Department. From 2001 to 2005 Mr. Davis served as a board member of the National Investment Banking Association and from 2003 to 2004 Mr. Davis served as Chairman of that association. Mr. Davis holds a B.S. in Business and Economics from Linfield College and earned a Master's Degree in Business Administration from the University of Portland.

We do not have a compensation committee.  Our directors of serve as our Audit Committee.  We do not have a director serving as a financial expert.  We do not believe a financial expert is necessary since we have only minimal revenues. Dr. Phil Gold and Dr. Jim Walsh are the only directors who are independent, as that term is defined in Section 803 of the listing standards of the NYSE Alternext US.

36

We have adopted a Code of Ethics which is applicable to our principal executive, financial, and accounting officers and persons performing similar functions.  The Code of Ethics is available on our website located at www.biocurex.com.

The basis for our conclusion that each current director should serve as a director is listed below:

NameReason

Dr. Ricardo Moro	(1	)
Dr. Paul Slowey	(2	)
Antonia Bold-De Haughton	(1	)
Dennis Burger	(2	)
Phil Gold	(1	)
Jim Walsh	(2	)
Trent Davis	(3	)

(1)   Long standing relationship with us.

(2)   Past experience with companies involved with the development of drugs and diagnostic products.

(3)   Investment banking experience.

We do not have a compensation committee.  Our directors of serve as our Audit Committee.  We do not have a director serving as a financial expert.  We do not believe a financial expert is necessary since we have only minimal revenues. Dr. Phil Gold and Dr. Jim Walsh are the only directors who are independent, as that term is defined in Section 803 of the listing standards of the NYSE Amex.

We have adopted a Code of Ethics which is applicable to our principal executive, financial, and accounting officers and persons performing similar functions.  The Code of Ethics is available on our website located at www.biocurex.com.

Compensation Committee Interlocks and Insider Participation

Our directors act as our compensation committee.  During the year ended December 31, 2011 each director participated in deliberations concerning executive officer compensation.

During the year ended December 31, 2011, none of our officers were also a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of our directors.

37

Employment Agreements

As of September 15, 2009, we entered into an employment agreement with Denis R. Burger, Ph.D., our executive chairman. The employment agreement expires on December 31, 2013. If we do not renew the employment agreement, we must pay Dr. Burger twelve months severance pay. Under the employment agreement, Dr. Burger is responsible for performing such duties as assigned to him from time to time by our board of directors. Dr. Burger is also required to devote his best efforts to our service throughout the term of the agreement, including devoting at least 40 hours per month to our affairs. In return for his services, Dr. Burger will receive an initial annual base compensation of $100,000 and reimbursement for all expenses reasonably incurred by him in discharging his duties and is entitled to participate in any applicable benefit plans. Dr. Burger may also receive a bonus at the discretion of the board of directors. Our employment agreement with Dr. Burger may be terminated voluntarily by Dr. Burger upon sixty days written notice. We may terminate the employment agreement upon thirty days written notice, in which event we must pay Dr. Burger eighteen months severance pay.

As of October 1, 2009, we entered into an employment agreement with Dr. Ricardo Moro, our chief executive officer. The employment agreement expires on December 31, 2013. If we do not renew the employment agreement, we must pay Dr. Moro twelve months severance pay. Under the employment agreement, Dr. Moro is responsible for performing such duties as assigned to him from time to time by our board of directors. Dr. Moro is also required to devote his best efforts to our service throughout the term of the agreement, on a full-time basis except to the extent his services are required by Pacific Bioscience Research Centre. In return for his services, Dr. Moro will receive an initial annual base compensation of $250,000 and reimbursement for all expenses reasonably incurred by him in discharging his duties and is entitled to participate in any applicable benefit plans. We will receive a credit against Dr. Moro’s annual base compensation for any “profit” paid to Pacific Bioscience Research Centre under our services agreement with Pacific Bioscience Research Centre. Dr. Moro may also receive a bonus at the discretion of the board of directors. Our employment agreement with Dr. Moro may be terminated voluntarily by him upon sixty days written notice. We may terminate the employment agreement upon thirty days written notice, in which event we must pay Dr. Moro eighteen months severance pay.

ITEM 11.   EXECUTIVE COMPENSATION

Executive Compensation

The following table shows in summary form the compensation received by (i) our Chief Executive Officer (ii) our President and (iii) by each other executive officer who received total compensation in excess of $100,000 during the two years ended December 31, 2011.

										All
										Other
										Annual
						Restric-				Com-
Name and						ted Stock		Option		pensa-
Principal	Fiscal	Salary		Bonus		Awards		Awards		tion
Position	Year	(1)		(2)		(3)		(4)		(5)		Total
Dr. Ricardo Moro	2011	$	182,597		--		--		--		--	$	182,597
Chief Executive Officer	2010	$	148,407		--		--	$	847,418		--	$	995,825
Dr. Paul Slowey	2011	$	35,000		--		--		--		--	$	35,000
President (since July, 2011)
Gladys Chan	2011	$	69,500		--		--		--		--	$	69,500
Principal Financial and	2010	$	75,000		--		--	$	28,247		--	$	103,247
Accounting Officer (6)
Denis Burger	2011	$	110,999		--		--		--		--	$	110,999
Executive Chairman	2010	$	104,333		--		--	$	564,946		--	$	669,279

_______________

(1) The dollar value of base salary (cash and non-cash) earned.  During 2009 Dr. Moro did not receive any cash compensation from us directly.  We paid Pacific BioScience Research Centre, a company owned by Dr. Moro, to conduct all research on our behalf, and Dr. Moro received compensation from PBRC.  In 2011 and 2010, Dr. Moro received total payments of $118,480 and $101,593, respectively, from PBRC.

(2) The dollar value of bonus (cash and non-cash) earned.

(3) During the periods covered by the table, the value of the shares of restricted stock issued as compensation for services to the persons listed in the table.

(4) The value of all stock options granted during the periods covered by the table.

(5) All other compensation received that could not be properly reported in any other column of the table.

We do not have a compensation committee.  Our directors approve their own compensation since decisions regarding compensation to be paid to our officers and directors are made by the directors.  We do not have any policy which prohibits or limits the power of directors to approve their own compensation.

38

Compensation of Directors During Year Ended December 31, 2011

The table below sets forth the compensation earned by our directors, other than Dr. Moro, for the fiscal year ended December 31, 2011.

Name	Paid in Cash		Stock Awards (1)		Option Awards (2)		All other Compensation		Total
Phil Gold		--		--		--		--		--
Jim Walsh		--		--		--		--		--
Trent Davis		--		--		--		--		--
Antonia Bold-de-Haughton	$	72,000		--		--		--	$	72,000

___________

(1) The fair value of stock issued for services computed in accordance with ASC 718 on the date of grant.

(2) The fair value of options granted computed in accordance with ASC 718 on the date of grant.

Long-Term Incentive Plans - Awards in Last Fiscal Year

None.

Employee Pension, Profit Sharing or Other Retirement Plans

None.

Stock Option and Bonus Plans

We have a Non-Qualified Stock Option Plan and a Stock Bonus Plan.  A summary description of these Plans follows.  In some cases these Plans are collectively referred to as the “Plans.”

39

Non-Qualified Stock Option Plan

The Non-Qualified Stock Option Plan authorizes the issuance of shares of our common stock to persons that exercise options or warrants granted pursuant to the Plan.  Our employees, directors, officers, consultants and advisors are eligible to be granted options or warrants pursuant to the Plan, provided however that bona fide services must be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. The exercise price of the option or warrant is determined by ours Board of Directors.

Stock Bonus Plan

Under the Stock Bonus Plan, our employees, directors, officers, consultants and advisors are eligible to receive a grant of our shares, provided however that bona fide services must be rendered by consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction.

40

Other Information Regarding the Plans

The Plans are administered by our Board of Directors.  The Directors serve for a one-year tenure and until their successors are elected.  A Director may be removed at any time by the vote of a majority of our shareholders.  Any vacancies that may occur on the Board of Directors may be filled by the Board of Directors.  The Board of Directors is vested with the authority to interpret the provisions of the Plans and supervise the administration of the Plans.  In addition, the Board of Directors is empowered to select those persons to whom shares or options are to be granted, to determine the number of shares subject to each grant of a stock bonus or an option and to determine when, and upon what conditions, shares or options granted under the Plans will vest or otherwise be subject to forfeiture and cancellation.

In the discretion of the Board of Directors, any option granted pursuant to the Plans may include installment exercise terms such that the option becomes fully exercisable in a series of cumulating portions.  Our Board of Directors may also accelerate the date upon which any option is first exercisable.  Any shares issued pursuant to the Stock Bonus Plan and any options granted pursuant to the Non-Qualified Stock Option Plan will be forfeited if the “vesting” schedule established by the Board of Directors at the time of the grant is not met.  For this purpose, vesting means the period during which the employee must remain an employee of ours for the period of time a non-employee must provide services to us.  At the discretion of our Board of Directors, payment for the shares of common stock underlying options may be paid through the delivery of shares of our common stock having an aggregate fair market value equal to the option price, provided such shares have been owned by the option holder for at least one year prior to such exercise.  A combination of cash and shares of common stock may also be permitted at the discretion of the Board of Directors.

Options are generally non-transferable except upon the death of the option holder.  Shares issued pursuant to the Stock Bonus Plan will generally not be transferable until the person receiving the shares satisfies the vesting requirements imposed by the Board of Directors when the shares were issued.

Our Directors may at any time, and from time to time, amend, terminate, or suspend one or more of the Plans in any manner they deem appropriate, provided that such amendment, termination or suspension will not adversely affect rights or obligations with respect to shares or options previously granted.  Our Directors may not make any amendment which would materially modify the eligibility requirements for the Plans or materially increase in any other way the benefits accruing to employees who are eligible to participate in the Plans, without shareholder approval.

41

The following tables show the options granted to the persons named below during the periods indicated.  Except as indicated, all options were granted pursuant to our Non-Qualified Stock Option Plan.

	Options Granted
		Options		Exercise Price		Expiration	Options
Name	Grant Date	Granted (#)		Per Share		Date	Exercised
Dr. Ricardo Moro	2/23/06		230,000	$	0.001	2/28/10		230,000
Dr. Phil Gold	2/23/06		55,000	$	0.001	2/28/10		55,000
Dr. Ricardo Moro	1/31/07		260,000	$	0.001	1/31/10		260,000
Dr. Phil Gold	1/31/07		60,000	$	0.001	1/31/10		60,000
Dr. Ricardo Moro	2/14/08		255,000	$	0.001	2/28/10		255,000
Dr. Phil Gold	2/14/08		60,000	$	0.001	2/28/10		60,000
Dr. Ricardo Moro	3/17/09		1,578,947	$	0.001	3/19/11		1,578,947
Dr. Phil Gold	3/17/09		684,210	$	0.001	3/19/11		684,210
Dr. Ricardo Moro	1/26/05		225,000	$	0.001	1/31/12		225,000
Dr. Ricardo Moro	3/10/04		450,000	$	0.001	3/31/12		450,000

	Options Granted (1)
		Options		Exercise Price		Expiration	Options
Name	Grant Date	Granted (#)		Per Share		Date	Exercised
Dr. Ricardo Moro	1/22/10		15,000,000	$	0.074	1/22/20
Gladys Chan	1/22/10		500,000	$	0.074	1/22/20
Antonia Bold-de-Haughton	1/22/10		1,000,000	$	0.074	1/22/20
Denis Burger	1/22/10		10,000,000	$	0.074	1/22/20
Dr. Phil Gold	1/22/10		1,000,000	$	0.074	1/22/20
Jim Walsh	1/22/10		1,000,000	$	0.074	1/22/20

____________

(1)           Options in this table were not granted pursuant to our Non-Qualified Stock Option Plan.

42

Options Exercised

The following table shows the value realized upon the exercise of options by our officers and directors during the year ended December 31, 2011 and during the month of January 2012.

		Shares
	Date of	Acquired On		Value
Name	Exercise	Exercise		Realized
Dr. Ricardo Moro	3/11/11		1,578,9478	$	77,368
Dr. Phil Gold	3/11/11		709,210	$	34,751
Dr.Ricardo Moro	1/20/12		675,000	$	6,750

Value Realized is determined by the different between the option exercise price and the market price of our common stock on the date the options were exercised.

	Shares underlying unexercised
	options which are:			Exercise		Expiration
Name	Exercisable		Unexercisable	Price		Date
Dr. Ricardo Moro		650,000			0.001	3/31/14
Dr. Ricardo Moro		15,000,000			0.0714	1/22/20
Dr. Phil Gold		1,000,000			0.0714	1/22/20
Gladys Chan		500,000			0.0714	1/22/20
Antonia Bold-de-Haughton		1,000,000			0.0714	1/22/20
Denis Burger		10,000,000			0.0714	1/22/20
Jim Walsh		1,000,000			0.0714	1/22/20
Gladys Chan		161,400			0.001	8/17/13
Antonia Bold-de-Haughton		220,800			0.001	8/17/13

43

The following table shows the weighted average exercise price of the outstanding options granted pursuant to our Non-Qualified Stock Option Plan as of December 31, 2011.  Our Non-Qualified Stock Option Plan has not been approved by our shareholders.

Plan category	Number of Securities to be Issued Upon Exercise of Outstanding Options		Weighted-Average Exercise Price of Outstanding Options			Number of  Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column of This Table)
Non-Qualified Stock
Option Plan		1,631,600		$	0.001		8,870,666

The following table shows the number of outstanding stock options and stock bonuses granted by us pursuant to the Plans, as of March 31, 2012.  Each option represents the right to purchase one share of our common stock.

	Total Shares						Shares		Remaining
	Reserved		Options		Options		Issued As		Options/Shares
Name of Plan	Under Plans		Outstanding		Exercised		Stock Bonus		Under Plans
Non-Qualified Stock		22,500,000		1,631,600		11,997,734		N/A		8,870,666
Option Plan
Stock Bonus Plan		20,000,000		N/A		N/A		19,064,884		935,116
Stock Option
Agreements		28,500,000		28,500,000		--		N/A		--

44

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table shows, as of March 31, 2012, information with respect to the shareholdings of (i) each person owning beneficially 5% or more of our common stock, (ii) each of our officers and directors, and (iii) all officers and directors as a group.  Unless otherwise indicated, each owner has sole voting and investment powers over his shares of common stock.

Number of	Percent of
Name and Address	Shares (1)		Class
Dr. Ricardo Moro		17,425,000		10.29	%
7080 River Road, Suite 215
Richmond, British Columbia
Canada  V6X 1X5
Dr. Paul Slowey		--		--
7080 River Road, Suite 215
Richmond, British Columbia
Canada  V6X 1X5
Gladys Chan		661,400		0.40	%
7080 River Road, Suite 215
Richmond, British Columbia
Canada  V6X 1X5
Antonia Bold-de-Haughton		1,220,800		0.73	%
7080 River Road, Suite 215
Richmond, British Columbia
Canada  V6X 1X5
Dennis Burger, Ph.D		12,257,286		6.91	%
1534 SW Myrtle St.
Portland, OR 97201
Dr. Phil Gold		1,309,210		1.12	%
3225 The Boulevard
Westmount, Quebec
Canada H3Y 1S4
Jim Walsh		1,714,286		1.02	%
c/o Biocurex, Inc.
7080 River Road
Richmond, British Columbia
Canada V6X 1X5

	Number of		Percent of
Name and Address	Shares (1)		Class
Trent Davis		--		--
811 S.W. Naito Pkwy, # 200
Portland, OR  97204-3332
All Officers and Directors
as a Group (8 persons)		34,587,982		20.47	%

______________

 (1) Includes shares issuable upon the exercise of options or warrants granted to the following persons, all of which are exercisable prior to June 30, 2012.

45

Shares Issuable
	Upon Exercise
Name	of Options or Warrants		Exercise Price		Expiration Date
Dr. Ricardo Moro		15,650,000		.001 - .0714	3/14 - 1/20
Gladys Chan		661,400		.001 - .0714	8/13 – 1/20
Antonia Bold-de-Haughton		1,220,800		.001 - .0714	8/13 – 1/20
Denis Burger		10,000,000		.0714 - .107	1/15 – 1/20
Dr. Phil Gold		1,709,210		.001 - .0714	3/11 – 1/20
Jim Walsh		1,000,000		.0714	1/20

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE.

All research involving RECAF is conducted on our behalf by Pacific Bioscience Research Centre, which is owned by Dr. Ricardo Moro, our chief executive officer and a member of our board of directors. We expect that PBRC will also function as a testing laboratory for the veterinarian market once it is developed. We have an agreement with PBRC under which we will pay PBRC fees for research and development and general and administrative expenses. The material terms of the agreement include the following:

●   The balance that we owed to PBRC at September 30, 2009, approximately $390,000, plus all accrued and unpaid interest, will be due and payable on December 31, 2014, unless the agreement is earlier terminated by us without cause or by PBRC as a result of our breach of our monthly payment obligation, in which instances all amounts due PBRC will become immediately due and payable.

●   The amount due will accrue interest at a rate equal to the prime rate. Interest will be payable monthly.

●   We will pay PBRC monthly for its services in an amount that is equal to all costs incurred by PBRC in connection with services it provides to us (the “Costs”) plus a 15% cost adjustment. The Costs will not include any salary paid by PBRC to Dr. Moro.

●   To the extent the cost adjustment in any month exceeds $20,834, such excess will reduce the amount owed by us to PBRC.

●   PBRC will not be allowed to provide services to any person or entity other than us unless its average monthly Costs for any three consecutive months are less than its total expense for salaries and consulting fees for that three-month period. However, we will be allowed to use other laboratories together with or in lieu of PBRC. In addition, we will have the right to terminate the agreement with PBRC at any time upon 90 days prior written notice.

●   PBRC has assigned to us all of its right, title and interest in and to all intellectual property developed or to be developed, including, but not limited to, know-how, processes, data and research results and all tangible property relating to RECAF.

●   The initial term of the agreement expires December 31, 2013 and we have the right to extend the agreement for two additional four-year terms.

●   If we terminate the agreement for any reason other than on account of a default by PBRC, then (i) we must pay PBRC a cancellation payment in an amount equal to 15% of the Costs incurred by PBRC for the six months preceding such termination, (ii) we must give PBRC a perpetual non-exclusive license to our RECAF technology and (iii) PBRC may thereafter perform services for any person or entity.

46

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Manning Elliott LLP, Chartered Accountants (“Manning Elliott”), served as our independent public accountants for the fiscal year ended December 31, 2011 and 2010

The following table shows the aggregate fees billed to us for the years ended December 31, 2011 and 2010 by Manning Elliott.

	2011		2010
Audit Fees	$	55,000	$	55,000
Audit Related Fees	$	15,000		34,250
All Other Fees		--		--

Audit fees represent amounts billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our reports on Form 10-Q for the fiscal year.

47

ITEM 15.  EXHIBITS

Exhibit No. Description

1.1 Underwriting Agreement with Paulson Investment Company (1)

3.1 Articles of Incorporation as amended (2)

3.2 Bylaws, as amended (3)

4.4 Warrant Agreement with Paulson Investment Company (4)

10.1 Non-Qualified Stock Option Plan (5)

10.2 Stock Bonus Plan (6)

10.3(a) License Agreement with Abbott Laboratories (7)

10.3(b) Amendment to Semi-Exclusive License Agreement (4)

10.3(c) Second Amendment to Semi-Exclusive License Agreement (7)

10.4 License Agreement with Inverness Medical Switzerland GmbH (portions of Exhibit 10.4 have been omitted pursuant to a request for confidential treatment) (4)

10.5 Agreement with Pacific BioScience Research Centre (4)

10.6 Employment Agreement with Dr. Ricardo Moro-Vidal (4)

10.7 Employment Agreement with Denis Burger, Ph.D. (4)

21.1 Subsidiaries (4)

23 Consent of Accountants

31 Rule 13a-14(a) Certifications________________________________

32 Section 1350 Certifications_________________________________

_________________

(1) Incorporated by reference to Exhibit 10.1 to our report on Form 8-K which was filed on January 25, 2010.

(2) The original Articles of Incorporation are incorporated by reference to Exhibit 3.1 of our registration statement on Form 10-SB, filed with the SEC on August 5, 1999 and the amendment to the Articles of Incorporation is incorporated by reference to Exhibit 3.1 to a Current Report on Form 8-K filed on October 30, 2009.

(3) Incorporated by reference to Exhibit 3.2 of our registration statement on Form 10-SB, filed with the SEC on August 5, 1999 and to Exhibit 3.1 to a Report on Form 8-K filed with the SEC on September 10, 2009.

(4) Incorporated by reference to the same exhibit filed with our registration statement on Form S-1 (Commission File No. 333-162345).

(5) Incorporated by reference to Exhibit 4.1 of our registration statement on Form S-8, filed with the SEC on April 23, 2009.

(6) Incorporated by reference to Exhibit 4.2 of our registration statement on Form S-8, filed with the SEC on April 23, 2009.

(7) The original license agreement is incorporated by reference to Exhibit 10.4 of Amendment No. 2 of our registration statement on Form SB-2, filed with the SEC on November 2, 2007 and the second amendment to the licensing agreement is incorporated by reference to Exhibit 10 to a Current Report on Form 8-K/A filed on August 15, 2008. Portions of Exhibits 10.3(a) and 10.3(c) have been omitted pursuant to a request for confidential treatment.

48

BIOCUREX, INC.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. dollars)

December 31, 2011

INDEX

Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Cash Flows	F-5
Consolidated Statements of Stockholders’ Equity (Deficit)	F-6 to F-16
Notes to the Consolidated Financial Statements	F-17 to F-33

F-1

Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders

BioCurex, Inc.

(A Development Stage Company)

We have audited the accompanying consolidated balance sheets of BioCurex, Inc. (A Development Stage Company) as of December 31, 2011 and 2010, and the related consolidated statements of operations, cash flows and stockholders' deficit for the years then ended and accumulated for the period from January 1, 2001 to December 31, 2011. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BioCurex, Inc. (A Development Stage Company) as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended and accumulated for the period from January 1, 2001 to December 31, 2011, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a working capital deficiency and has incurred significant operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

CHARTERED ACCOUNTANTS

Vancouver, Canada

March 29, 2012

F-2

BIOCUREX, INC.

 (A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. dollars)

	December 31,			December 31,
	2011			2010
	$			$
ASSETS
Current Assets
Cash		189,148			1,770,194
Prepaid expenses and other		19,371			4,623
Total Current Assets		208,519			1,774,817
Debt Issue Costs (Notes 4 and 6)		28,084			48,851
Patents (Note 3)		438,540			498,500
Equipment (Note 2)		9,467			-
Total Assets		684,610			2,322,168
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable		86,027			90,022
Derivative liability (Note 12)		15,862			145,159
Accrued liabilities		361,281			359,322
Loans payable (Note 4 (b)		33,884			32,550
Due to related parties (Note 5)		647,364			434,718
Convertible notes payable (Note 6 (a)) to related party		33,885			33,885
Convertible secured debt (Note 6 (b))		477,640			-
		1,655,944			1,095,656
Loans payable (Note 4 (a))		103,929			81,301
Convertible debt (Note 6 (b) and (c))		78,500			437,735
		1,838,372			1,614,692
Commitments and Contingencies (Notes 1 and 13)
Subsequent Events (Note 15)
Stockholders' Equity (Deficit)
Common stock
Authorized: 450,000,000 shares, par value $0.001
Issued and outstanding: 180,423,597 and 179,025,264 (December 31, 2011 – 179,025,264 and 168,188,974), respectively		179,025			168,189
Additional paid-in capital		25,173,736			24,474,411
Accumulated deficit		(114,175	)		(114,175	)
Deficit accumulated during the development stage		(26,392,348	)		(23,820,949	)
Stockholders' Equity (Deficit)		(1,153,762	)		707,476
Total Liabilities and Stockholders' Equity (Deficit)		684,610			2,322,168

The accompanying notes are an integral part of these consolidated financial statements

F-3

BIOCUREX, INC.

 (A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in U.S. dollars)

							Accumulated During the
							Development Stage
	Year Ended						January 1, 2001
	December 31,						to December 31,
	2011			2010			2011
	$			$			$
Revenue		6,898			-			1,471,354
Operating Expenses
Amortization of patents (Note 3)		108,687			103,162			436,389
General and administrative (Note 5(a) & 8)		1,108,534			2,249,000			9,455,010
Impairment of patents		-			-			67,620
Professional and consulting fees		471,611			450,092			6,071,220
Research and development (Note 5(a))		746,246			534,363			5,525,442
Total Operating Expenses		2,435,078			3,336,617			21,555,681
Loss From Operations		(2,428,180	)		(3,336,617	)		(20,084,327	)
Other Income (Expense)
Accretion of discounts on debt		(77,334	)		(613,841	)		(3,989,288	)
Amortization of debt issue costs		(24,267	)		(95,076	)		(786,307	)
Gain (loss) on derivative liability		25,374			816,194			126,650
Loss on extinguishments of convertible debt		-			-			(452,243	)
Gain (loss) sale of equity investment securities		-			-			147,991
Gain on settlement of accounts payable		-			44,655			102,937
Loss on sale of assets		(5,679	)		-			(5,679	)
Interest expense		(61,313	)		(65,044	)		(1,811,494	)
Interest income		-			-			359,412
Total Other Income (Expense)		(143,219	)		86,888			(6,308,021	)
Net Loss and Comprehensive Loss		(2,571,399	)		(3,249,729	)		(26,392,348	)
Net Loss Per Share - Basic and Diluted		(0.01	)		(0.02	)
Weighted Average Shares Outstanding		173,655,195			159,605,039

The accompanying notes are an integral part of these consolidated financial statements

F-4

BIOCUREX, INC.

 (A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. dollars)

							Accumulated During
	Year Ended						The Development Stage
	December 31,						January 1, 2001
	2011			2010			to December 31, 2011
	$			$			$
Operating Activities:
Net loss		(2,571,399	)		(3,249,729	)		(26,392,348	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Accretion of discounts on debt		82,708			613,841			4,010,683
Allowance for uncollectible notes receivable		-			-			98,129
Amortization of patents & equipment		109,739			103,162			437,441
Amortization of debt issue costs		24,267			95,076			810,574
Gain on extinguishments of debt		-			-			374,909
Gain on sale of assets		5,674						5,674
Gain on write off accounts payable		-			(44,655	)		(102,937	)
Loss (gain) on sale of investment securities		-			-			(253,065	)
Loss from impairment of patents		-			-			67,620
Gain (loss) on derivative liability		(25,373	)		(816,194	)		(126,649	)
Stock-based compensation		516,577			1,680,221			8,259,336
Changes in operating assets and liabilities:
Notes and interest receivable		-			-			(6,296	)
Prepaid expenses and other		(14,748	)		3,757			16,324
Accounts payable & accrued liabilities		105,336			(454,567	)		1,820,752
(Decrease) in related party		212,648			(159,389	)		161,237
Deferred revenue		-			-			(162,000	)
Subscriptions receivable		-			-			(100,683	)
Unrealized foreign exchange gain
Net Cash Used in Operating Activities		(1,554,571	)		(2,228,477	)		(11,081,299	)
Investing Activities:
Net Proceeds from notes receivable		-			-			1,171
Patent costs		(48,728	)		(130,198	)		(738,081	)
Proceeds from sale of investment securities		-			-			451,123
Proceeds from sale / purchase of equipment, net		(16,195	)		-			(16,195	)
Net Cash Provided by (Used in) Investing Activities		(64,923	)		(130,198	)		(301,982	)
Financing Activities:
Due to related parties		-			-			552,281
Proceeds from loans payable		-			32,549			607,549
Repurchase of shares		(20,000	)					(20,000	)
Repayment on loans payable		-			(450,000	)		(450,000	)
Proceeds from convertible debt		78,500			-			3,718,243
Repayment on convertible debt		(18,840	)		(1,186,700	)		(2,419,791	)
Deferred financing costs		-			(94,851	)		(769,487	)
Debt issue costs		(3,500	)		-			(92,944	)
Proceeds from shares issued of common stock		-			6,461,400			9,962,872
Proceeds from the exercise of stock options and warrants		2,288			1,392			1,150,204
Share issuance costs		-			(761,526	)		(909,049	)
Net Cash Provided by Financing Activities		38,448			4,002,264			11,329,878
Net Increase (Decrease) in Cash		(1,581,046	)		1,643,589			(53,403	)
Cash - Beginning of Year		1,770,194			126,605			242,551
Cash - End of Year		189,148			1,770,194			189,148
Non-cash Investing and Financing Activities:
Share issued to settle debt		174,796			127,200			1,284,677
Units issued as share issuance costs		-			939,771			939,771
Treasury shares acquired for note receivable		20,000			-			20,000
Note payable converted into common shares		-			-			1,594,021
Supplemental Disclosures:
Interest paid		55,311			63,700			760,598
Income taxes		-			-			-

The accompanying notes are an integral part of these consolidated financial statements

F-5

BIOCUREX, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM JANUARY 1, 2001 (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2011

(Expressed in U.S. dollars)

																					Deficit
																					Accumulated
					Additional			Common		Stock					Other						During the			Stockholders’
	Common Stock				Paid-in			Stock		Subscriptions		Deferred			Comprehensive			Accumulated			Development			Equity
	Shares		Amount		Capital			Subscribed		Receivable		Compensation			Income (Loss)			Deficit			Stage			(Deficit)
		#	$		$			$		$		$			$			$			$			$
Balance at January 1, 2001		8,225,022		8,225		46,775			-		-		-			-			(114,175	)		-			(59,175	)
Capital contributed relating to the forgiveness of advances payable (February 2001)		-		-		59,175			-		-		-			-			-			-			59,175
Issuance of common stock at $2.00 per share for patents and intellectual properties (February 2001)		1,950,000		1,950		(1,950	)		-		-		-			-			-			-			-
Issuance of common stock at $1.51 per share in settlement of convertible notes payable (May 2001)		1,544,404		1,545		464,616			-		-		-			-			-			-			466,161
Issuance of common stock for cash: October 2001 - $1.25 per share		52,000		52		65,000			-		-		-			-			-			-			65,052
December 2001 - $0.97 per share		32,260		32		31,406			-		-		-			-			-			-			31,438
Issuance of common stock at $2.00 per share for services rendered (December 2001)		11,000		11		21,989			-		-		-			-			-			-			22,000
Issuance of warrants		-		-		175,000			-		-		-			-			-			-			175,000
Cumulative foreign currency translation adjustment		-		-		-			-		-		-			28,213			-			-			28,213
Net loss for the year		-		-		-			-		-		-			-			-			(1,089,464	)		(1,089,464	)
Balance at December 31, 2001		11,814,686		11,815		862,011			-		-		-			28,213			(114,175	)		(1,089,464	)		(301,600	)
Issuance of common stock at $0.75 per share (January 2002)		105,313		105		78,880			-		-		-			-			-			-			78,985
Issuance of common stock at $0.10 per share to settle convertible notes payable (December 2002)		1,100,000		1,100		108,900			-		-		-			-			-			-			110,000
Issuance of common stock for services rendered
April 2002 - $0.64 per share		77,149		77		49,062			-		-		-			-			-			-			49,139
July 2002 - $1.25 per share		7,400		8		9,207			-		-		-			-			-			-			9,215
Issuance of common stock for consulting services at $0.05 per share (November 2002)		2,300,000		2,300		112,700			-		-		(115,000	)		-			-			-			-
Issuance of common stock to settle accounts payable at $0.08 per share (December 2002)		929,244		929		74,181			-		-		-			-			-			-			75,110
Fair value of stock options granted		-		-		21,042			-		-		-			-			-			-			21,042
Fair value of warrants issued		-		-		207,188			-		-		-			-			-			-			207,188
Reclassification of warrants and options to liability		-		-		(529,785	)		-		-		-			-			-			-			(529,785	)
Reclassification of warrant liability to equity		-		-		71,675			-		-		-			-			-			-			71,675
Beneficial conversion feature of convertible debt		-		-		99,800			-		-		-			-			-			-			99,800
Cumulative foreign currency translation adjustment		-		-		-			-		-		-			(28,213	)		-			-			(28,213	)
Net loss for the year		-		-		-			-		-		-			-			-			(646,771	)		(646,771	)
Balance - December 31, 2002		16,333,792		16,334		1,164,861			-		-		(115,000	)		-			(114,175	)		(1,736,235	)		(784,215	)

F-6

BIOCUREX, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM JANUARY 1, 2001 (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2011

(Expressed in U.S. dollars)

																				Deficit
																				Accumulated
					Additional			Common		Stock					Other					During the			Stockholders’
	Common Stock				Paid-in			Stock		Subscriptions		Deferred			Comprehensive		Accumulated			Development			Equity’
	Shares		Amount		Capital			Subscribed		Receivable		Compensation			Income (Loss)		Deficit			Stage			(Deficit)
		#	$		$			$		$		$			$		$			$			$
Balance – December 31, 2002		16,333,792		16,334		1,164,861			-		-		(115,000	)		-		(114,175	)		(1,736,235	)		(784,215	)
Issuance of common stock for cash:
January 2003 - $0.07 per share		900,543		900		62,137			-		-		-			-		-			-			63,037
November 2003 - $0.21 per share		288,095		288		60,195			-		-		-			-		-			-			60,483
Issuance of common stock pursuant to exercise of stock options:
March 2003 - $0.07 per share		1,560,000		1,560		107,640			-		-		-			-		-			-			109,200
May 2003 - $0.16 per share		1,000,000		1,000		159,000			-		-		-			-		-			-			160,000
June 2003 - $0.17 per share		305,822		306		51,594			-		-		-			-		-			-			51,900
November 2003 - $0.001 per share		450,000		450		-			-		-		-			-		-			-			450
March 2003 - $0.07 per share		135,000		135		9,315			-		-		-			-		-			-			9,450
June 2003 - $0.17 per share		294,118		294		49,706			-		-		-			-		-			-			50,000
October 2003 - $0.18 per share		277,777		278		49,722			-		-		-			-		-			-			50,000
November 2003 - $0.24 per share		104,167		104		24,896			-		-		-			-		-			-			25,000
Issuance of common stock for services:
March 2003 - $0.40 per share		156,250		156		62,344			-		-		-			-		-			-			62,500
October 2003 - $0.16 per share		1,000,000		1,000		159,000			-		-		(160,000	)		-		-			-			-
Fair value of stock options granted		-		-		841,349			-		-		-			-		-			-			841,349
Amortization of deferred compensation		-		-		-			-		-		141,667			-		-			-			141,667
Fair value of warrants issued		-		-		274,601			-		-		-			-		-			-			274,601
Fair value of beneficial conversion feature related to convertible notes		-		-		255,142			-		-		-			-		-			-			255,142
Fair value of warrants issued for loan provided		-		-		99,778			-		-		-			-		-			-			99,778
Reacquisition value of beneficial conversion feature		-		-		(33,584	)		-		-		-			-		-			-			(33,584	)
Unrealized gain on investment securities		-		-		-			-		-		-			48,000		-			-			48,000
Net loss for the year		-		-		-			-		-		-			-		-			(2,618,955	)		(2,618,955	)
Balance - December 31, 2003		24,983,564		24,983		3,741,470			-		-		(133,333	)		48,000		(114,175	)		(4,355,190	)		(788,245	)
Issuance of common stock for cash:
January 2004- $0.19 per share		100,000		100		18,900			-		-		-			-		-			-			19,000
March 2004 - $0.15 per share		633,334		633		94,367			-		-		-			-		-			-			95,000
March 2004 - $0.19 per share		315,790		316		59,684			-		-		-			-		-			-			60,000
July 2004 - $0.50 per share		500,000		500		249,500			-		-		-			-		-			-			250,000

F-7

BIOCUREX, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM JANUARY 1, 2001 (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2011

(Expressed in U.S. dollars)

																		Deficit
																		Accumulated
					Additional		Common		Stock					Other				During the		Stockholders’
	Common Stock				Paid-in		Stock		Subscriptions			Deferred		Comprehensive		Accumulated		Development		Equity
	Shares		Amount		Capital		Subscribed		Receivable			Compensation		Income (Loss)		Deficit		Stage		(Deficit)
		#	$		$		$		$			$		$		$		$		$
July 2004 - $0.60 per share		33,333		33		19,967		-		-			-		-		-		-		20,000
Dec 2004 - $0.47 per share		320,600		321		150,361		-		(150,682	)		-		-		-		-		-
Issuance of common stock for services:
February 2004 - $0.22 per share		142,928		143		31,301		-		-			-		-		-		-		31,444
March 2004 - $0.23 per share		25,000		25		5,725		-		-			-		-		-		-		5,750
July 2004 - $0.91 per share		200,000		200		181,800		-		-			-		-		-		-		182,000
October 2004 - $0.72 per share		60,000		60		43,140		-		-			-		-		-		-		43,200
December 2004 - $0.63 per share		79,616		80		50,078		-		-			-		-		-		-		50,158
Issuance of common stock pursuant to the exercise of stock options for cash:
March 2004 - $0.14 per share		40,000		40		5,560		-		-			-		-		-		-		5,600
March 2004 - $0.22 per share		200,000		200		43,800		-		-			-		-		-		-		44,000
April 2004 - $0.14 per share		65,000		65		9,035		-		-			-		-		-		-		9,100
April 2004 - $0.001 per share		150,000		150		-		-		-			-		-		-		-		150
July 2004 - $0.14 per share		125,000		125		17,375		-		-			-		-		-		-		17,500
July 2004 - $0.07 per share		25,000		25		1,725		-		-			-		-		-		-		1,725
July 2004 - $0.001 per share		200,000		200				-		-			-		-		-		-		200
September 2004 - $0.07 per share		20,000		20		1,380		-		-			-		-		-		-		1,400
October 2004 - $0.73 per share		128,000		128		93,312		-		-			-		-		-		-		93,440
Fair value of stock options granted		-		-		419,204		-		-			-		-		-		-		419,204
Issuance of common stock pursuant to the exercise of warrants for cash:
June 2004 - $0.07 per share		628,571		629		43,371		-		-			-		-		-		-		44,000
June 2004 - $0.19 per share		105,263		105		19,895		-		-			-		-		-		-		20,000
July 2004 - $0.05 per share		30,000		30		1,470		-		-			-		-		-		-		1,500
July 2004 - $0.30 per share		153,945		154		46,030		-		-			-		-		-		-		46,184
August 2004 - $0.21 per share		338,095		338		70,662		-		-			-		-		-		-		71,000
September 2004 - $0.07 per share		271,972		272		18,766		-		-			-		-		-		-		19,038
September 2004 - $0.001 per share		200,000		200		-		-		-			-		-		-		-		200
Issuance of common stock pursuant to the exercise of warrants for cash:
December 2004 - $0.08 per share		145,683		146		11,509		-		-			-		-		-		-		11,655

F-8

BIOCUREX, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM JANUARY 1, 2001 (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2011

(Expressed in U.S. dollars)

																						Deficit
																						Accumulated
							Additional		Common		Stock						Other					During the			Stockholders’
	Common Stock						Paid-in		Stock		Subscriptions			Deferred			Comprehensive		Accumulated			Development			Equity
	Shares			Amount			Capital		Subscribed		Receivable			Compensation			Income (Loss)		Deficit			Stage			(Deficit)
		#		$			$		$		$			$			$		$			$			$
December 2004 - $0.05 per share		337,313			337			16,528		-		-			-			-		-			-			16,865
December 2004 - $0.30 per share		206,300			206			61,684		-		-			-			-		-			-			61,890
Amortization of deferred compensation		-			-			-		-		-			106,499			-		-			-			106,499
Unrealized gain on investment securities		-			-			-		-		-			-			174,000		-			-			174,000
Net loss for the year		-			-			-		-		-			-			-		-			(1,406,455	)		(1,406,455	)
Balance - December 31, 2004		30,764,307			30,764			5,527,599		-		(150,682	)		(26,834	)		222,000		(114,175	)		(5,761,645	)		(272,973	)
Issuance of common stock for services:
February 2005 - $0.71 per share		15,492			15			10,985		-		-			-			-		-			-			11,000
March 2005 - $0.90 per share		30,000			30			26,970		-		-			-			-		-			-			27,000
May 2005 - $1.26 per share		15,000			15			18,885		-		-			-			-		-			-			18,900
July 2005 - $1.00 per share		70,000			70			72,930		-		-			-			-		-			-			73,000
December 2005 - $0.89 per share		25,000			25			22,225		-		-			-			-		-			-			22,250
Issuance of common stock for cash:
May 2005 - $1.00 per share		25,000			25			24,975		-		-			-			-		-			-			25,000
June 2005 - $1.00 per share		135,000			135			134,865		-		-			-			-		-			-			135,000
June 2005 - $1.10 per share		4,545			5			4,995		-		-			-			-		-			-			5,000
Issuance of common stock pursuant to the exercise of stock options for notes receivable:
February 2005 - $0.60 per share		209,000			209			125,191		-		-			-			-		-			-			125,400
April 2005 - $0.60 per share		5,000			5			7,495		-		-			-			-		-			-			7,500
Fair value of stock options granted		-			-			384,500		-		-			-			-		-			-			384,500
Issuance of common stock pursuant to the exercise of stock options for cash:
March 2005 - $0.001 per share		1,750,000			1,750			-		-		-			-			-		-			-			1,750
March 2005 - $0.07 per share		25,000			25			1,725		-		-			-			-		-			-			1,750
December 2005 - $0.001 per share (cancellation)		(1,750,000	)		(1,750	)		-		-		-			-			-		-			-			(1,750	)
Issuance of common stock pursuant to the exercise of warrants for cash:
January 2005 - $0.30 per share		26,305			26			7,865		-		-			-			-		-			-			7,891
January 2005 - $0.38 per share		65,789			66			24,934		-		-			-			-		-			-			25,000

F-9

BIOCUREX, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM JANUARY 1, 2001 (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2011

(Expressed in U.S. dollars)

																						Deficit
																						Accumulated
							Additional			Common		Stock				Other						During the			Stockholders’
	Common Stock						Paid-in			Stock		Subscriptions		Deferred		Comprehensive			Accumulated			Development			Equity
	Shares			Amount			Capital			Subscribed		Receivable		Compensation		Income (Loss)			Deficit			Stage			(Deficit)
		#		$			$			$		$		$		$			$			$			$
March 2005 - $0.21 per share		50,000			50			10,450			-		-		-		-			-			-			10,500
March 2005 - $0.001 per share		450,000			450			-			-		-		-		-			-			-			450
June 2005 - $0.21 per share		682,714			683			142,687			-		-		-		-			-			-			143,370
Issuance of common stock pursuant to the exercise of warrants for cash:
June 2005 - $0.10 per share		600,000			600			59,400			-		-		-		-			-			-			60,000
August 2005 - $0.75 per share		77,266			77			57,873			-		-		-		-			-			-			57,950
December 2005 - $0.001 per share (cancellation)		(450,000	)		(450	)		-			-		-		-		-			-			-			(450	)
Issuance of common stock pursuant to the cashless exercise of warrants:
February 2005 (139,474 warrants)		70,643			71			(71	)		-		-		-		-			-			-			-
March 2005 (272,903 warrants)		213,576			213			(213	)		-		-		-		-			-			-			-
Issuance of common stock pursuant to the conversion of notes payable (February 2005)		955,800			956			142,414			-		-		-		-			-			-			143,370
February 2005, fair value of warrants issued on conversion of note payable		-			-			67,829			-		-		-		-			-			-			67,829
December 2005, fair value of warrants issued for services		-			-			222,587			-		-		-		-			-			-			222,587
Proceeds from stock subscriptions receivable		-			-			-			-		150,682		-		-			-			-			150,682
Proceeds from common shares subscribed pursuant to warrants exercised		-			-			-			85,962		-		-		-			-			-			85,962
Amortization of deferred compensation		-			-			-			-		-		26,834		-			-			-			26,834
Unrealized loss on investment securities		-			-			-			-		-		-		(18,000	)		-			-			(18,000	)
Net loss for the year		-			-			-			-		-		-		-			-			(1,755,930	)		(1,755,930	)
Balance - December 31, 2005		34,065,437			34,065			7,099,095			85,962		-		-		204,000			(114,175	)		(7,517,575	)		(208,628	)
Issuance of common stock for services:
June 2006 - $1.50 per share		25,000			25			37,475			-		-		-		-			-			-			37,500
July 2006 - $0.72 per share		37,500			38			26,962			-		-		-		-			-			-			27,000
July 2006 - $0.77 per share		37,500			38			28,837			-		-		-		-			-			-			28,875
September 2006 - $0.80 per share		100,000			100			79,900			-		-		-		-			-			-			80,000
October 2006 - $0.75 per share		225,000			225			168,525			-		-		-		-			-			-			168,750

F-10

BIOCUREX, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM JANUARY 1, 2001 (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2011

(Expressed in U.S. dollars)

																					Deficit
																					Accumulated
					Additional			Common			Stock				Other						During the			Stockholders’
	Common Stock				Paid-in			Stock			Subscriptions		Deferred		Comprehensive			Accumulated			Development			Equity
	Shares		Amount		Capital			Subscribed			Receivable		Compensation		Income (Loss)			Deficit			Stage			(Deficit)
		#	$		$			$			$		$		$			$			$			$
November 2006 - $0.86 per share		50,000		50		42,950			-			-		-		-			-			-			43,000
Issuance of common stock for debt settlement:
January 2006 - $0.78 per share		200,000		200		155,800			-			-		-		-			-			-			156,000
January 2006 - $0.83 per share		6,250		6		5,181			-			-		-		-			-			-			5,187
February 2006 - $0.73 per share		6,850		6		4,994			-			-		-		-			-			-			5,000
June 2006 - $0.95 per share		90,000		90		85,410			-			-		-		-			-			-			85,500
September 2006 - $0.55 per share		15,000		15		8,235			-			-		-		-			-			-			8,250
September 2006 - $0.80 per share		200,000		200		159,800			-			-		-		-			-			-			160,000
October 2006 - $0.72 per share		90,000		90		64,710			-			-		-		-			-			-			64,800
Issuance of common stock for cash:
April 2006 - $0.50 per share		150,000		150		74,850			-			-		-		-			-			-			75,000
July 2006 - $0.50 per share		150,000		150		74,850			-			-		-		-			-			-			75,000
July 2006 - $0.70 per share		110,000		110		76,890			-			-		-		-			-			-			77,000
September 2006 - $0.50 per share		460,000		460		229,540			-			-		-		-			-			-			230,000
October 2006 - $0.50 per share		1,995,000		1,995		995,505			-			-		-		-			-			-			997,500
Share issuance costs		-		-		(122,500	)		-			-		-		-			-			-			(122,500	)
Issuance of common stock pursuant to the exercise of stock options (December 2006) $0.001 per share		25,000		25		-			-			-		-		-			-			-			25
Fair value of stock options granted		-		-		375,457			-			-		-		-			-			-			375,457
Fair value of stock options modified		-		-		68,067			-			-		-		-			-			-			68,067
Issuance of common stock pursuant to the exercise of warrants for cash:
January 2006 - $0.10 per share		500,000		500		49,500			(50,000	)		-		-		-			-			-			-
January 2006 - $0.05 per share		719,244		719		35,243			(35,962	)		-		-		-			-			-			-
Issuance of common stock pursuant to the conversion of notes payable (September 2006)		1,167,834		1,168		137,377			-			-		-		-			-			-			138,545
September 2006, fair value of warrants issued on conversion of note payable		-		-		65,160			-			-		-		-			-			-			65,160
Unrealized loss on investment securities		-		-		-			-			-		-		(131,128	)		-			-			(131,128	)
Net loss for the year		-		-		-			-			-		-		-			-			(2,081,293	)		(2,081,293	)
Balance, December 31, 2006		40,425,615		40,425		10,027,813			-			-		-		72,872			(114,175	)		(9,598,868	)		428,067

F-11

BIOCUREX, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM JANUARY 1, 2001 (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2011

(Expressed in U.S. dollars)

																				Deficit
																				Accumulated
					Additional			Common		Stock				Other						During the			Stockholders’
	Common Stock				Paid-in			Stock		Subscriptions		Deferred		Comprehensive			Accumulated			Development			Equity
	Shares		Amount		Capital			Subscribed		Receivable		Compensation		Income (Loss)			Deficit			Stage			(Deficit)
		#	$		$			$		$		$		$			$			$			$
Balance, December 31, 2006		40,425,615		40,425		10,027,813			-		-		-		72,872			(114,175	)		(9,598,868	)		428,067
Issuance of common stock for services:
January 2007 - $0.62 per share		135,000		135		83,565			-		-		-		-			-			-			83,700
August 2007 - $0.63 per share		15,873		16		9,984			-		-		-		-			-			-			10,000
August 2007 - $0.56 per share		17,857		18		9,982			-		-		-		-			-			-			10,000
December 2007 - $0.72 per share		57,142		57		41,085			-		-		-		-			-			-			41,142
December 2007 - $0.62 per share		10,488		10		6,492			-		-		-		-			-			-			6,502
December 2007 - $0.53 per share		223,000		223		117,967			-		-		-		-			-			-			118,190
Issuance of common stock for debt settlement:
May 2007 - $0.65 per share		100,000		100		55,900			-		-		-		-			-			-			56,000
Jul 2007 - $0.62 per share		100,000		100		61,900			-		-		-		-			-			-			62,000
Issuance of common stock for cash:
June 2007 - $0.45 per share		220,000		220		98,780			-		-		-		-			-			-			99,000
May 2007 - $0.43 per share		23,256		23		9,977			-		-		-		-			-			-			10,000
April 2007 - $0.45 per share		35,000		35		15,715			-		-		-		-			-			-			15,750
Share issuance costs		-		-		(11,188	)		-		-		-		-			-			-			(11,188	)
Fair value of stock options granted		-		-		412,545			-		-		-		-			-			-			412,545
Issuance of common stock pursuant to the exercise of warrants for cash:
March 2007 - $0.15 per share		266,667		267		39,733			-		-		-		-			-			-			40,000
March 2007 - $0.17 per share		266,667		267		45,067			-		-		-		-			-			-			45,334
Fair value of warrants issued		-		-		22,106			-		-		-		-			-			-			22,106
Issuance of common stock pursuant to the cashless exercise of warrants (December 2007)		246,710		247		(247	)		-		-		-		-			-			-			-
Fair value of warrants issued with convertible debt		-		1,426,381		-			-		-		-		-			-			-			1,426,381
Intrinsic value of beneficial conversion feature on convertible debt		-		-		1,426,381			-		-		-		-			-			-			1,426,381
Unrealized loss on investment securities		-		-		-			-		-		-		(115,061	)		-			-			(115,061	)
Net loss for the year		-		-		-			-		-		-		-			-			(3,354,319	)		(3,354,319	)
Balance, December 31, 2007		42,143,275		42,143		13,899,938			-		-		-		(42,189	)		(114,175	)		(12,953,187	)		832,530

F-12

BIOCUREX, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM JANUARY 1, 2001 (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2011

(Expressed in U.S. dollars)

																			Deficit
																			Accumulated
					Additional		Common		Stock				Other						During the			Stockholders’
	Common Stock				Paid-in		Stock		Subscriptions		Deferred		Comprehensive			Accumulated			Development			Equity
	Shares		Amount		Capital		Subscribed		Receivable		Compensation		Income (Loss)			Deficit			Stage			(Deficit)
		#	$		$		$		$		$		$			$			$			$
Balance, December 31, 2007		42,143,275		42,143		13,899,938		-		-		-		(42,189	)		(114,175	)		(12,953,187	)		832,530
Issuance of common stock for services:
December 2008 - $0.17 per share		36,000		36		6,084		-		-		-		-			-			-			6,120
December 2008 - $0.15 per share		469,914		470		70,017		-		-		-		-			-			-			70,487
Issuance of common stock for debt settlement:
January 2008 - $0.53 per share		100,000		100		52,900		-		-		-		-			-			-			53,000
April 2008 - $0.70 per share		125,000		125		87,375		-		-		-		-			-			-			87,500
Issuance of common stock for cash:
March 2008 - $0.60 per share		200,000		200		119,800		-		-		-		-			-			-			120,000
June 2008 - $0.43 per share		230,000		230		98,670		-		-		-		-			-			-			98,900
Exercise of stock options at $0.001 per share		33,333		33		-		-		-		-		-			-			-			33
Fair value of stock options granted		-		-		372,848		-		-		-		-			-			-			372,848
July 2008, fair value of warrants issued for services		-		-		27,150		-		-		-		-			-			-			27,150
Exercise of warrants at $0.19 per share		84,210		84		15,916		-		-		-		-			-			-			16,000
Fair value of warrants / options  modified		-		-		252,799		-		-		-		-			-			-			252,799
Notes payable converted into common shares at $0.60 per share		291,667		292		174,708		-		-		-		-			-			-			175,000
Common stock subscribed - $0.15 per share		-		-		-		40,050		-		-		-			-			-			40,050
Unrealized loss on investment securities		-		-		-		-		-		-		26,660			-			-			26,660
Net loss for the year		-		-		-		-		-		-		-			-			(4,113,985	)		(4,113,985	)
Balance, December 31, 2008		43,713,399		43,713		15,178,205		40,050		-		-		(15,529	)		(114,175	)		(17,067,172	)		(1,934,908	)

F-13

BIOCUREX, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM JANUARY 1, 2001 (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2011

(Expressed in U.S. dollars)

																							Deficit
																							Accumulated
							Additional			Common			Stock				Other						During the			Stockholders’
	Common Stock						Paid-in			Stock			Subscriptions		Deferred		Comprehensive			Accumulated			Development			Equity
	Shares			Amount			Capital			Subscribed			Receivable		Compensation		Income (Loss)			Deficit			Stage			(Deficit)
		#		$			$			$			$		$		$			$			$			$
Balance - December 31, 2008		43,713,399			43,713			15,178,205			40,050			-		-		(15,529	)		(114,175	)		(17,067,172	)		(1,934,908	)
Issuance of common stock for Services
Jan 2009 - $0.16 per share		56,000			56			8,904			-			-		-		-			-			-			8,960
Feb 2009 - $0.14 per share		639,142			639			88,841			-			-		-		-			-			-			89,480
Apr 2009 - $0.08 per share		418,060			418			33,445			-			-		-		-			-			-			33,863
May 2009 - $0.05 - $0.08 per share		819,480			819			58,739			-			-		-		-			-			-			59,558
Jun 2009 - $0.06 – $0.09 per share		1,116,932			1,117			70,514			-			-		-		-			-			-			71,631
Jul 2009 - $0.082 per share		379,452			380			30,735			-			-		-		-			-			-			31,115
Sep 2009 - $0.06 - $0.082 per share		3,070,820			3,070			211,263			-			-		-		-			-			-			214,333
											-			-		-		-			-			-			-
Issuance of common stock for Debt Settlement:
Jan 2009 - $0.16 - $0.24 per share		181,250			181			40,819			-			-		-		-			-			-			41,000
Feb 2009 - $0.08 per share		(33,333	)		(33	)		(2,633	)		-			-		-		-			-			-			(2,666	)
Apr 2009 - $0.09 per share		250,000			250			22,250			-			-		-		-			-			-			22,500
May 2009 - $0.08 per share		125,000			125			9,875			-			-		-		-			-			-			10,000
Jul 2009 - $0.075 - $0.08 per share		750,000			750			56,750			-			-		-		-			-			-			57,500
Dec 2009 - $0.12 per share		300,000			300			35,700			-			-		-		-			-			-			36,000
Issuance of common stock for Cash:
Jan 2009 - $0.60 per share		267,000			267			39,783			(40,050	)		-		-		-			-			-			-
Jan 2009 - $0.13 per share		307,892			308			39,692			-			-		-		-			-			-			40,000
Apr 2009 - $0.05 per share		2,900,000			2,900			142,100			-			-		-		-			-			-			145,000
Aug 2009 - $0.05 per share		1,000,000			1,000			49,000			-			-		-		-			-			-			50,000
Sep 2009 - $0.05 per share		400,000			400			19,600			-			-		-		-			-			-			20,000
Sep 2009 - $0.05 per share		500,000			500			24,500			-			-		-		-			-			-			25,000
Sep 2009 - $0.07 per share		500,000			500			34,500			-			-		-		-			-			-			35,000
Finder fees on financing		-			-			(12,500	)		-			-		-		-			-			-			(12,500	)
Issuance of common stock pursuant to the exercise of stock options:
Fair Value of options granted		-			-			324,650			-			-		-		-			-			-			324,650
Issuance of common stock pursuant to the exercise of stock options and warrants		2,070,000			2,070			-			-			-		-		-			-			-			2,070
Fair value of warrants granted		-			-			71,389			-			-		-		-			-			-			71,389
Fair value of warrants modified		-			-			66,423			-			-		-		-			-			-			66,423
Issuance of common stock pursuant to the conversion of notes payable
Sep 2009 - $0.014 per share  - $0.073 per share		5,116,818			5,117			555,827			-			-		-		-			-			-			560,944
Issuance of common stock of Bridge loan		8,214,293			8,214			279,286			-			-		-		-			-			-			287,500
Share issue cost of Bridge loan		-			-			(1,335	)		-			-		-		-			-			-			(1,335	)
Settlement of derivative liability through conversion		-			-			369,241			-			-		-		-			-			-			369,241
Comprehensive income - unrealized gain		-			-			-			-			-		-		15,529			-			-			15,529
Net loss of the year ended December 31, 2009		-			-			-			-			-		-		-			-			(3,504,048	)		(3,504,048	)
Balance,  December 31, 2009, restated		73,062,205			73,061			17,845,563			-			-		-		-			(114,175	)		(20,571,220	)		(2,766,771	)

F-14

BIOCUREX, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM JANUARY 1, 2001 (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2011

(Expressed in U.S. dollars)

																			Deficit
																			Accumulated
					Additional			Common		Stock				Other					During the			Stockholders’
	Common Stock				Paid-in			Stock		Subscriptions		Deferred		Comprehensive		Accumulated			Development			Equity
	Shares		Amount		Capital			Subscribed		Receivable		Compensation		Income (Loss)		Deficit			Stage			(Deficit)
		#	$		$			$		$		$		$		$			$			$
Balance,  December 31, 2009, restated		73,062,205		73,061		17,845,563			-		-		-		-		(114,175	)		(20,571,220	)		(2,766,771	)
Issuance of common stock for services:
Feb 2010 - $0.07 per share		200,000		200		13,800			-		-		-		-		-			-			14,000
Nov 2010 - $0.05 per share		800,000		800		43,200			-		-		-		-		-			-			44,000
Issuance of common stock for debt settlement:
Feb 2010 - $0.07 per share		1,157,143		1,157		79,843			-		-		-		-		-			-			81,000
Jun 2010 - $0.06 per share		420,000		420		24,780			-		-		-		-		-			-			25,200
Sep 2010 - $0.06 per share		350,000		350		20,650			-		-		-		-		-			-			21,000
Issuance of common stock for cash:																	-			-
Jan 2010 - $0.0714per share		90,459,600		90,460		6,370,940			-		-		-		-		-			-			6,461,400
Finder fees & Shares issue costs on financing		-		-		(1,546,238	)		-		-		-		-		-			-			(1,546,238	)
Issuance of common stock pursuant to the exercise of stock options:
Feb 2010 - $0.001 per share		920,000		920		-			-		-		-		-		-			-			920
Apr 2010 - $0.001 per share		284,000		284		-			-		-		-		-		-			-			284
Sep 2010 - $0.001 per share		188,300		189		-			-		-		-		-		-			-			189
Fair value of options granted		-		-		1,598,845			-		-		-		-		-			-			1,598,845
Issuance of common stock pursuant to the exercise of warrants for cash:
Warrants exercised with cashless feature		347,727		348		(348	)		-		-		-		-		-			-			-
Fair value of warrants modified		-		-		23,376			-		-		-		-		-			-			23,376
Net loss for the year ended December 31, 2010		-		-		-			-		-		-		-		-			(3,249,729	)		(3,249,729	)
Balance,  December 31, 2010		168,188,975		168,189		24,474,411			-		-		-		-		(114,175	)		(23,820,949	)		707,476

F-15

BIOCUREX, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM JANUARY 1, 2001 (INCEPTION OF DEVELOPMENT STAGE) TO DECEMBER 31, 2011

(Expressed in U.S. dollars)

																					Deficit
																					Accumulated
							Additional			Common		Stock				Other					During the			Stockholders’
	Common Stock						Paid-in			Stock		Subscriptions		Deferred		Comprehensive		Accumulated			Development			Equity
	Shares			Amount			Capital			Subscribed		Receivable		Compensation		Income (Loss)		Deficit			Stage			(Deficit)
		#		$			$			$		$		$		$		$			$			$
Balance,  December 31, 2010		168,188,975			168,189			24,474,411			-		-		-		-		(114,175	)		(23,820,949	)		707,476
Issuance of common stock for services:
Feb 2011 - $0.07 per share		1,000,000			1,000			69,000			-		-		-		-		-			-			70,000
Apr 2011 - $0.05 per share		150,000			150			7,350			-		-		-		-		-			-			7,500
Jun 2011 - $0.035 per share		300,000			300			10,200																	10,500
Jun 2011 - $0.04 per share		2,500,000			2,500			97,500			-		-		-		-		-			-			100,000
Jul 2011  - $0.036 per share		750,000			750			26,250			-		-		-		-		-			-			27,000
Sept 2011 - $ 0.027 per share		833,333			833			21,667			-		-		-		-		-			-			22,500
Oct 2011- $0.032 per share		833,333			833			25,833																	26,666
Oct 2011 - $0.05 per share		1,200,000			1,200			58,800			-		-		-		-		-			-			60,000
Nov 2011 - $0.02 per share		166,666			167			3,167			-		-		-		-		-			-			3,334
Nov 2011- $0.02 per share		814,800			815			15,482																	16,297
Nov 2011 - $ 0.020 per share		833,334			833			15,833			-		-		-		-		-			-			16,666
Issuance of common stock pursuant to the exercise of stock options:
Apr 2011 - $0.001 per share		2,288,157			2,288			-			-		-		-		-		-			-			2,288
Issuance of common stock pursuant to the exercise of warrants for cash:
Fair value of options granted								367,410			-		-		-		-		-			-			367,410
Repurchase of shares to settle loan receivable		(833,334	)		(833	)		(19,167	)		-		-		-		-		-			-			(20,000	)
Net loss for the year ended December 31, 2011		-			-			-			-		-		-		-		-			(2,571,399	)		(2,571,399	)
Balance,  December 31, 2011		179,025,264			179,025			25,173,736			-		-		-		-		(114,175	)		(26,392,348	)		(1,153,763	)

F-16

BIOCUREX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATMEMENTS

1.     NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

BioCurex, Inc. (the “Company”) was incorporated on December 8, 1997, under the laws of the State of Texas. During the first quarter of 2001, the Company ceased its business activities relating to the acquisition and sale of thoroughbred racehorses when a change of majority control occurred. On February 21, 2001, the Company acquired intellectual properties and patents relating to cancer diagnostics and therapeutics. The Company is now in the business of developing, producing, marketing and licensing products based on patented and proprietary technology in the area of cancer diagnostics. The Company is considered a development stage enterprise as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. On October 31, 2008, the Company incorporated BioCurex China Co., Ltd. (“Biocurex China”), a wholly-owned subsidiary in China.  On December 8, 2009, the Company incorporated OncoPet Diagnostics Inc., a wholly-owned subsidiary under the laws of the State of Colorado.

The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company does not have sufficient cash nor does it have an established source of revenue to cover its ongoing costs of operations for the next twelve months. Management plans to obtain additional funds through the sale of its securities. However there is no assurance of additional funding being available. As at December 31, 2011, the Company has a working capital deficit of $(1,447,425) and accumulated losses of $26,392,348 since the inception of the development stage. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, BioCurex China and OncoPet Diagnostics Inc. The Company’s fiscal year-end is December 31.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. The Company regularly evaluates estimates and assumptions related to valuation of patent costs, stock-based compensation, financial instrument valuations, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-17

BIOCUREX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATMEMENTS

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Registration Payment Arrangements

The Company accounts for registration rights arrangements and related liquidated damages provisions under FASB ASC 815-40, Derivatives and Hedging – Contracts in Entity’s own Entity, which addresses an issuer's accounting for registration payment arrangements. ASC 815-40 defines a registration payment arrangement as an arrangement where the issuer i) will endeavor to file a registration statement for the resale of financial instruments, have the registration statement declared effective, or maintain its effectiveness and ii) transfer consideration to the counterparty if the registration statement is not declared effective or its effectiveness is not maintained.

ASC 815-40 requires the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, to be separately recognized and measured in accordance with ASC 450, Contingencies.

Research and Development Costs

Research and development costs are charged to operations as incurred.

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars and Chinese Renminbi.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 605 Revenue Recognition, Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability is reasonably assured. The Company’s revenue since the inception of the development stage consist of clinic test sales, diagnostic kit sales and license fees related to the licensing and use of its RECAF™ technology.

F-18

BIOCUREX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATMEMENTS

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Long-lived Assets

In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Fair Value of Financial Instruments

The Company’s financial instruments consist principally of cash, accounts payable, derivative liability, loans payable, convertible notes payable, convertible debt and amounts due to related parties.  These financial instruments are valued in accordance with ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments. See Note 11.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation, and ASC 505-50, Equity-Based Payments to Non-Employees using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

Comprehensive Income

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive income and its components in the financial statements. During the year ended December 31, 2011 and 2010, the Company had no items that represent other comprehensive loss, and therefore has not included a schedule of comprehensive loss in the financial statements.

F-19

BIOCUREX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATMEMENTS

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basic and Diluted Net Loss per Share

The Company computes net loss per share in accordance with ASC 260 Earnings Per Share which requires presentation of basic earnings per share and diluted earnings per share. The computation of basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of outstanding common shares during the period. Diluted earnings per share gives effect to all potentially dilutive common shares outstanding during the period. The computation of diluted EPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. As of December 31, 2011, the Company had approximately 151,382,620 of potentially dilutive securities, including options, warrants and equity instruments related to convertible notes payable and convertible debt, all of which were anti-dilutive since the Company incurred losses during the years ended December 31, 2011 and 2010.

Patents

Patents are stated at cost and have a definite life. Once the Company receives patent approval, amortization is calculated using the straight-line method over the estimated remaining life of the patents.

Property and Equipment

Property and equipment are recorded at cost less amortization, whereby in the year of acquisition only half a year of amortization is applied. Property and equipment consist of lab equipment acquired during the year of $10,519 less amortization of $1,052 (5 years straight-line), for an ending net book value of $9,467.

Reclassifications

Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Improving Disclosures about Fair Value Measurements, which amends the ASC Topic 820, Fair Value Measures and Disclosures.  ASU No. 2010-06 amends the ASC to require disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements.  The new disclosures and clarifications of existing disclosures were effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures concerning purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures were effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.  This guidance requires expanded disclosures only, and did not have a material impact on the Company’s financial statements.

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F-20

BIOCUREX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATMEMENTS

3.     PATENTS

Patents relate to developing the method for diagnostic and treatment of cancer using a new cancer marker called “RECAF.” The Company has filed patent applications in 23 countries with ongoing applications currently being prepared. As of December 31, 2011, the Company had received patent approval from five countries and the European patent office.  Additions made after December 31, 2011 will have an estimated remaining life of approximately four years.  The Company intends to apply for extensions in the future.

A schedule of the patents is as follows:

	December 31, 2011 $			December 31, 2010 $
Patents		866,178			817,451
Less:
Accumulated amortization		(427,638	)		(318,951	)
Net Carrying Value		438,540			498,500

Amortization expense totaled $108,687 and $103,162 for the years ended December 31, 2011 and 2010, respectively.

The estimated future amortization expense is as follows:

	$
2012		108,687
2013		108,687
2014		108,687
Thereafter		112,479
		438,540

F-21

BIOCUREX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATMEMENTS

4.     LOANS PAYABLE

a)      On September 21, 2009, the Company completed a private placement in which it sold three promissory notes in the aggregate principal amount of $125,000 and 1,785,715 shares of its common stock for an aggregate purchase price of $125,000.

The promissory notes bear interest at a rate of 10% per annum. Both interest and principal are payable on January 31, 2013.

The aggregate purchase price for the units was allocated equally between the notes and shares contained in each Unit based on their relative fair value. The relative fair value assigned to the shares totaled $62,500. These amounts were recorded as a notes discount and will be amortized as interest expense over the term of the promissory notes.

During the year ended of December 31, 2011, the Company paid interest in the amount of $12,500 (2010 - $ 12,466) and recorded $14,470 (2010 – $15,538) as the accretion expense related to these promissory notes.  As at December 31, 2011, the carrying value of these notes was $103,929 (December 2010 - $81,301).

During year ended December 31, 2011, the Company expensed $3,044 (2010 - $73,853) of the debt issue costs related to promissory notes, and at December 31, 2011, the balance of debt issue costs was $3,303 (December 2010 - $6,347).

b)      During the year ended December 31, 2011, the Company received a net advance of 213,244 RMB (US $33,884) (December 31, 2010 – 207,325 RMB (US $32,530)) from BioCurex China’s Agent. The advance is non-interest bearing, unsecured and due on demand.

5.     RELATED PARTY TRANSACTIONS AND BALANCES

	December 31, 2011 $		December 31, 2010 $
Due to Pacific BioSciences Research Centre Inc. and Company’s President (a)		595,548		417,734
Due to Company’s Chairman (b)		29,386		12,054
Due to a former officer (c)		4,930		4,930
Due to Company’s Director (d)		17,500		-
		647,364		434,718

a)      The Company’s research and development is performed by Pacific BioSciences Research Centre (“Pacific”). Pacific is 100% owned by the CEO of the Company. During the year ended December 31, 2011 and 2010, Pacific performed research and development for the Company valued at $667,959 and $479,778, respectively.

Pacific also provided administrative services during the year ended December 31, 2011 and 2010, valued at $239,682 and $198,230, respectively. During the year ended December 31, 2011, and 2010, Pacific charged interest of $8,495 and $8,904, respectively, calculated at the bank prime rate on the monthly balance owed. In 2011, the Company issue 814,800 shares of common stock to the employees of Pacific to settle $16,296 of the related party balance owing to Pacific. As at December 31, 2011 and 2010, the amount due to Pacific was $533,048 and $405,688, respectively, and is unsecured and due on demand.

On September 15, 2009, the Company entered into an agreement with the Company’s CEO to provide management services for a fee of $250,000 per annum. During year ended December 31,

F-22

BIOCUREX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATMEMENTS

5.     RELATED PARTY TRANSACTIONS AND BALANCES (continued)

2011, the Company incurred $250,000 (2010 - $250,000) for the management services of which $62,500 remains unpaid as of December 31, 2011(2009 - $12,054).

b)     On September 15, 2009, the Company entered into an agreement with the Company’s Chairman to provide management services for a fee of $100,000 per annum based on 40 hours per month. During the year ended December 31, 2011, the Company incurred $110,999 (2010 - $140,333) for management services. As at December 31, 2011, the Company is indebted to the Company’s Chairman for $29,386 of management fees and miscellaneous expense (2010 - $12,054).

c)     The balance represents $4,930 owing to a former officer which is unsecured, non-interest bearing and due on demand (2010 - $4,930).

d)     During 2011, Company incurred $17,500 in consulting fees to a director of the Company, of which $17,500 was outstanding at year end (2010 - $nil).

6.     CONVERTIBLE NOTES AND DEBT

a)     As of September 30, 2011, one $33,885 (2010 - $33,885) convertible note is outstanding which is payable to a related party. The note bears interest at 5% annum, is unsecured and due on demand.

Under the convertibility terms of the notes payable, the principal, can be converted immediately, at the option of the holder, either in whole, or in part, into fully paid common shares of the Company. The conversion price per share is equal to the lesser of the stated price at $0.17 or 75% of the average closing bid prices for the five trading days ending on the trading day immediately before the date of the conversion.

b)     As at December 31, 2011, the Company has convertible secured notes (the “Notes”) in the principal amount of $544,460. The Notes bear interest at an annual rate of prime (as adjusted monthly on the first business day of each month) plus 2.75% per year, payable in arrears on the first day of each month. The Notes are due and payable on December 31, 2012 and are secured by substantially all of the Company’s assets. At the holders’ option, the Notes are convertible into shares of the Company's common stock at a conversion price of $0.13 per share. The embedded conversion option contains a reset provision that can cause an adjustment to the conversion price if the Company issues an equity instrument that does not qualify as an Exempt Issuance at a price lower than the initial conversion price.  An Exempt Issuance is defined as:

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, not to exceed 500,000 shares or options in any year;

ii.   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;

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

iv.   restricted equity securities sold for cash,  provided that no more than 500,000  restricted  equity  securities  can be sold in any year, the restricted  equity securities cannot be registered for public sale, and 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;

v.   shares issued to any note holder in payment of principal or interest;

vi.   shares sold to any note holder;

F-23

BIOCUREX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATMEMENTS

6.      CONVERTIBLE NOTES AND DEBT (continued)

vii.   securities  issued upon the conversion of the Notes or the exercise of the Warrants;

viii.   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.

Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 (See Note 12).

The following table summarizes the changes in the Notes during the year ended December 31, 2011:

	Principal $			Discount $			Carrying Value $
Balance, December 31, 2009		1,750,000			(551,001	)		1,198,999
Principal repayments		(1,186,700	)		-			(1,186,700	)
Accretion of discount on convertible debt		-			425,436			425,436
Balance, December 31, 2010		563,300			(125,565	)		437,735
Principal repayments		(18,840	)		–			(18,840	)
Accretion of discount on convertible debt		–			58,745			58,745
Balance, December 31, 2011		544,460			(66,820	)		477,640

During the year ended December 31, 2011, the Company expensed $21,223 (2010 - $21,223) of the debt issue costs related to these convertible notes. The balance of debt issue costs at December 31, 2011 is $21,281 (December 31, 2010 - $42,504).

c) On December 15, 2011 the Company sold a convertible note in a principal amount of $78,500 to a private investor. The note bears interest at 8% per year and is payable on or before March 19, 2013. At any time after June 15, 2012 the note can be converted into shares of our common stock. The number of shares to be issued upon any conversion will be determined by dividing the principal amount to be converted by the conversion price. The conversion price is 58% of the average of the lowest five Trading Prices for our common stock during the ten trading day period ending on the trading day prior to the date the note is converted. “Trading Price” means the closing bid price of the Company’s common stock on the Over-the-Counter Bulletin Board. The conversion feature hasn’t been separated from the loan because it does not provide for net settlement until convertible.

On the issuance of the convertible note, the Company incurred $3,500 in debt issuance costs. These costs were capitalized and will be amortized over the life of the note.

F-24

BIOCUREX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATMEMENTS

7.     COMMON STOCK

For the year ended December 31, 2011:

a)      In February 2011, the Company issued 500,000 shares of common stock to a vendor of $35,000.

b)      In February 2011, the Company entered into a consulting agreement for investor relation consulting services ending May 31, 2011. The Company issued 500,000 restricted common shares with an estimated fair value of $35,000.

c)      In April 2011, the Company issued 2,288,157 shares of common stock pursuant to stock options exercised at $0.001 per share.

d)      In April 2011, the Company issued 150,000 shares of common stock to a scientist with an estimated fair value of $7,500 for consulting services.

e)      In June 2011, the Company issued 300,000 shares of common stock to a scientist with an estimated fair value of $10,500 for consulting services.

f)      In June 2011, the Company issued 2,500,000 shares of common stock to a vendor to settle a  $87,500 retainer owing for consulting services.

g)      In July, 2011, the Company issued 750,000 shares of common stock to a vendor with an estimated fair value of $27,000 for consulting services.

h)      In September, 2011, the Company issued 833,333 shares of common stock to a vendor with an estimated fair value of $22,500 for consulting services.

i)      In October, 2011, the Company issued 833,333 shares of common stock to a vendor with an estimated fair value of $26,667 for consulting services.

j)      In October, 2011, the Company issued 1,200,000 shares of common stock to a vendor to settle a $36,000 retainer owing for consulting services.

k)      In November, 2011, the Company issued 833,334 shares of common stock to a vendor with an estimated fair value of $16,667 for consulting services.

l)      In November, 2011, the Company issued 814,800 shares of common stock to three employees of a related party, in order to settle $16,296 of a related party loan.

m)      In November, 2011, the Company repurchased 833,334 shares of their common stock from a scientist in order to settle a $20,000 note receivable per a loan agreement entered into with the scientist in September 2011.

n)      In November, 2011, the Company issued 166,666 shares of common stock to a scientist with an estimated fair value of $3,334 for consulting services.

F-25

BIOCUREX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATMEMENTS

7.     COMMON STOCK (continued)

For the year ended December 31, 2010: (continued)

In January 2010, the Company entered into an Underwriting Agreement with Paulson Investment Company ("Paulson"), as representative of the two underwriters named therein. Pursuant to the terms of such Underwriting Agreement, Paulson agreed to underwrite the offer and sale by the Company of 1,200,000 units, each unit consisting of 70 shares of the Company's common stock and 70 redeemable common stock purchase warrants.  Each warrant allows the holder to purchase one common share of the Company for $0.107 per share for a term expiring on January 19, 2015. In addition, the Company issued the underwriters a 45-day option to purchase an additional 92,280 units to cover over-allotments. The underwriters agreed to offer the units to the public at $5.00 per unit. As compensation for the services to be provided to the underwriters in connection with the offering of the units, the Company agreed to a 9% underwriting commission for $581,526 in cash. In addition, the Company agreed to pay $180,000 to Paulson for a non-accountable expense allowance, and issue "Representative's Warrant", with an estimated fair value of $939,771 which allows the underwriters to purchase up to 120,000 units at $6.00 per unit for a term of five years expiring January 19, 2015 (see note 10). The offer and sale of all of the units, including the units covered by the over-allotment option and the Representative's Warrant, all of the shares and warrants included in the units as well as the Representative's Warrant are covered by a registration statement on Form S-1 filed by the Company under the Securities Act of 1933, as amended, which was declared effective by the Securities and Exchange Commission on January 19, 2010.  Pursuant to the Form S-1, the Company issued a total of 90,459,600 shares and 90,459,600 warrants on January 28, 2010.

a)             In February 2010, the Company issued 800,000 shares of common stock to a vendor to settle account payable of $56,000.

b)             In February 2010, the Company issued 200,000 shares of common stock to a vendor for $14,000 of services.

c)             In February 2010, a total of 920,000 stock options were exercised at $0.001 per share.

d)             In February 2010, the Company issued 347,727 shares of common stock pursuant to the cashless exercise of 1,275,000 warrants by a note holder. This exercise was based on the cashless exercise provision of the stock purchase warrant.

e)             In February 2010, the Company issued 357,143 shares of common stock to a vendor to settle account payable of $25,000.

f)             In April 2010, a total of 284,000 stock options were exercised at $0.001 per share.

g)             In June 2010, the Company issued 420,000 shares of common stock to a vendor to settle $25,200 of accounts payable.

h)             In September 2010, a total of 188,300 stock options were exercised at $0.001 per share.

i)             In September 2010, the Company issued 350,000 shares of common stock to a vendor to settle $21,000 of accounts payable.

j)             In November 2010, the Company issued 800,000 shares of common stock to an investor relations company for their consulting services at a fair value of $44,000.

F-26

BIOCUREX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATMEMENTS

8.     STOCK-BASED COMPENSATION

Stock Bonus Plan

Under the Company’s Stock Bonus Plan, employees, directors, officers, consultants and advisors are eligible to receive a grant of the Company’s shares, provided that bona fide services are rendered by consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. On November 30, 2010, the Company increased the number of shares issuable pursuant to this plan from 10,500,000 shares to 20,000,000 shares with 4,347,666 common shares available for future issuance as of December 31, 2011.

Non-Qualified Stock Option Plan

The Company’s Non-Qualified Stock Option Plan authorizes the issuance of common shares to persons that exercise stock options granted. The Company’s employees, directors, officers, consultants and advisors are eligible to be granted stock options pursuant to this plan, provided that bona fide services are rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. The stock option exercise price is determined by a committee and cannot be less than $0.001.

On November 30, 2010, the Company increased the number of shares issuable pursuant to this plan from 17,500,000 shares to 22,500,000 shares with 8,870,666 common shares available for future issuance as of December 31, 2011.

Management Stock Options

In 2010, the Company granted 28,500,000 stock options to five directors and one officer at an exercise price of $0.0714 per share. The stock options expire on December 31, 2020.  Holders of the management stock options may exercise the options by paying the exercise price to the Company or on a cashless basis upon the approval of the Company’s board of directors. Should the options be exercised on a cashless basis, the Company will issue common shares of the Company with a market value equal to the intrinsic value of the options at the close of trading on the date of exercise. The management stock options were not issued under the Company’s Non-Qualified Stock Option Plan and as at July 1, 2010, the Company filed a registration statement under the Securities Act of 1933 to register the underlying shares. Accordingly, any shares issuable upon the exercise of these options will be free trading securities.

F-27

BIOCUREX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATMEMENTS

8.     STOCK-BASED COMPENSATION (continued)

A summary of the changes in the Company’s stock options is presented below:

	Number of Shares			Weighted Average Exercise Price $		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value $
Outstanding, December 31, 2009		5,987,057			0.001		1.65		652,589
Granted		28,500,000			0.0714
Exercised		(1,392,300	)		0.001
Outstanding, December 31, 2010		33,094,757			0.062		7.98		294,064
Exercised		(2,288,157	)		0.001
Outstanding, December 31, 2011		30,806,600			0.066		7.56		20,759
Exercisable, December 31, 2011		21,306,600			0.064		7.33		20,759

As at December 31, 2011, there was $16,856 of unrecognized compensation costs related to non-vested share-based compensation arrangements granted which are expected to be recognized within a year. The compensation cost of shares vested was $367,410 and $1,610,095 for the years ended December 31, 2011 and 2010, respectively. Compensation cost has been included in general and administration expense in the statement of operations.

A summary of the status of the Company’s non-vested options as of December 31, 2011, and changes during the year end of December 31, 2011, is presented below:

	Number of			Weighted Average
Non-vested	Options			Exercise Price
Non-vested at December 31, 2009		1,453,900			0.0010
Granted		28,500,000			0.0714
Vested		(10,953,900	)		0.0621
Non-vested at December 31, 2010		19,000,000			0.0714
Vested during period		(9,500,000	)		0.0714
Non-vested at December 31, 2011		9,500,000			0.0714

9.     SHARE PURCHASE WARRANTS

A summary of the changes in the Company’s share purchase warrants is presented below:

	Number of shares			Weighted Average Exercise Price
Balance, December 31, 2009		16,952,811			0.14
Issued		90,459,600			0.107
Exercised		(1,275,000	)		0.08	(1)
Expired		(1,945,277	)		0.19
Balance, December 31, 2010		104,192,134			0.134
Expired		(5,027,804	)		0.12
Balance, December 31, 2011		99,164,330			0.134

(1) In February 2010, the Company issued 347,727 shares of common stock pursuant to the cashless exercise of 1,275,000 warrants by a prior director of the Company. This exercise is in accordance with the cashless exercise provision of the stock purchase warrant. (see note 7(e) and note 8)

F-28

BIOCUREX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATMEMENTS

9.     SHARE PURCHASE WARRANTS (continued)

As at December 31, 2011, the following share purchase warrants were outstanding:

Warrants		Exercise Price		Expiration Date
	1,000,000	$	0.25	30-Apr-2012
	2,000,000	$	0.11	1-Apr-2012
	2,204,730	$	0.08	26-Aug-2014
	3,500,000	$	0.14	27-Jun-2012
	90,459,600	$	0.11	19-Jan-2015(1)
	99,164,330

(1) The public warrants are exercisable at any time before January 19, 2015. The Company may redeem some or all of the public warrants at a price of $0.003 per warrant by giving the holders not less than 30 days’ notice at any time the common stock closes, as quoted on the Bulletin Board, at or above $0.143 per share for five consecutive trading days.

10.   UNIT PURCHASE WARRANTS

On January 28, 2010, the Company issued a warrant in conjunction with the Underwriting Agreement described in Note 7(a).  The warrant had an estimated fair value of $939,771 and it allows the underwriters to purchase up to 120,000 units at $6.00 per unit for a term of five years from January 19, 2015.  Each unit consists of 70 shares of common stock and 70 warrants to purchase shares of the Company’s common stock at an exercise price of $0.107 per share. As at December 31, 2011, the 120,000 unit purchase warrants were outstanding.

11.   FAIR VALUE MEASUREMENTS

ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

Fair Value Hierarchy

ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value.

Level 1

Level 1 applies to assets and liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment.

Level 2

Level 2 applies to assets and liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

F-29

BIOCUREX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATMEMENTS

11.   FAIR VALUE MEASUREMENTS (continued)

Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance:

Determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer, credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced. Determining whether a market is considered active requires management judgment.

Level 3

Level 3 applies to assets and liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity.

Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s consolidated balance sheet as of December 31, 2011 as follows:

	Fair Value Measurements Using
	Quoted Prices in			Significant
	Active Markets			Other			Significant
	For Identical			Observable			Unobservable
	Instruments			Inputs			Inputs			Balance as of
	(Level 1)			(Level 2)			(Level 3)			December 31, 2011
Assets:
Cash equivalents		$	189,148		$	–		$	–		$	189,148
Total assets measured at fair value		$	189,148		$	–		$	–		$	189,148
Liabilities:
Derivative liability		$	–		$	–		$	15,862		$	15,862
Total liabilities measured at fair value		$	–		$	–		$	15,862		$	15,862

F-30

BIOCUREX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATMEMENTS

12.   DERIVATIVE LIABILITIES

The embedded conversion option in the Company’s note described in Note 6(b) contains a reset provision that can cause an adjustment to the conversion price if the Company issues certain equity instruments at a price lower than the initial conversion price.  The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in our consolidated statement of operations as a gain or loss on derivative financial instruments.

The following table summarizes the change in derivative liabilities for the year ended December 31, 2011 and 2010:

	$
Derivative Liabilities at December 31, 2009	1,019,503
Settlement of derivative liabilities	(58,150	)
Change in fair value of derivative liabilities	(816,194	)
Derivative Liabilities at December 31, 2010	145,159
Settlement of derivative liabilities	(103,923	)
Change in fair value of derivative liabilities	(25,374	)
Derivative liabilities at December 31, 2011	15,862

The Company used the Black-Scholes option pricing model to value the embedded conversion feature using the following assumptions: number of options as set forth in the convertible note agreements; no expected dividend yield; expected volatility ranging from 99% - 175%; risk-free interest rates ranging from 0.16% - 1.98% and expected terms based on the contractual term.

13.   COMMITMENTS AND CONTINGENCIES

a)         On April 4, 2006, the Company entered into a consulting agreement with a term of nine months for consideration of 75,000 common shares. As of December 31, 2011, the Company had issued 37,500 common shares and 37,500 common shares are still owed to the consultant.

b)         On April 10, 2006, the Company entered into a consulting agreement with a term of one year for consideration of 75,000 common shares. As of December 31, 2011, the Company had issued 37,500 common shares and 37,500 common shares are still owed to the consultant.

c)         BioCurex China has entered into a lease agreement with a third party with a term from February 15, 2009 to February 1, 2012 in consideration of 78,200 RMB (approximately $11,885 USD) to be paid annually.

F-31

BIOCUREX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATMEMENTS

14.   INCOME TAXES

The Company has adopted the provisions of ASC 740, “Accounting for Income Taxes”. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in the consolidated financial statements because the Company cannot be assured that it is more likely than not that it will utilize the net operating losses carried forward in future years.

The Company has incurred operating losses of approximately $16,515,585 which, if unutilized, will expire through to 2031. Future tax benefits, which may arise as a result of these losses, have not been recognized in these consolidated financial statements, and have been offset by a valuation allowance. The following table lists the fiscal year in which the loss was incurred and the expiration date of the loss.

Year	Net		Expiration
Incurred	Loss		Date
2000	$	24,052		2020
2001		793,976		2021
2002		231,928		2022
2003		1,120,379		2023
2004		1,400,412		2024
2005		1,645,391		2025
2006		1,888,080		2026
2007		2,327,750		2027
2008		1,050,348		2028
2009		2,221,456		2029
2010		1,731,526		2030
2011		2,080,287		2031
	$	16,515,585

The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

	Year Ended December 31, 2011 $			Year Ended December 31, 2010 $
Income tax recovery at statutory rate		899,990			1,137,405
Accretion of discount on debt		(27,067	)		(214,844	)
Derivative gain/loss		8,880			285,668
Stock based compensation		(128,593	)		(567,778	)
Financing costs		(8,493	)		(33,277	)
Other		-			15,630
Expiry of losses		-			(31,483	)
Valuation allowance change		(744,717	)		(591,321	)
Provision for income taxes		–			–

F-32

BIOCUREX, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATMEMENTS

14.   INCOME TAXES (continued)

The significant components of deferred income tax assets and liabilities as at December 31, 2011 and 2010 are as follows:

	December 31, 2011 $			December 31, 2010 $
Net operating loss carryforward		5,780,455			5,052,354
Intangible assets		68,629			52,012
Valuation allowance		(5,849,084	)		(5,104,366	)
Net deferred income tax asset		–			–

15.   SUBSEQUENT EVENTS

a)      In February 2012, the Company issued 675,000 shares of common stock pursuant to stock options exercised at $0.001 per share.

b)      In February 2012, the Company issued 1,500,000 shares of common stock to a vendor with an estimated fair value of $15,000 for consulting services.

c)      In February 2012, the Company issued 1,141,700 shares of common stock to three employees of a related party with an estimated fair value of $11,417 to settle a related party loan.

d)      In February 2012, the Company sold a convertible note in a principal amount of $42,500 to a private investor. The note bears interest at 8% per year and is payable on or before February 19, 2013. At any time after August 7, 2012 the note can be converted into shares of our common stock.

e)      In March 2012, the Company issued 1,500,000 shares of common stock to a vendor with an estimated fair value of $15,000 for consulting services.

f)      In March 2012, the Company issued 770,850 shares of common stock to three employees of a related party with an estimated fair value of $15,417 to settle a related party loan.

F-33

SIGNATURES

In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 30th day of March 2012.

BIOCUREX, INC.
By:	/s/ Ricardo Moro
	Dr. Ricardo Moro - Principal Executive Officer

Pursuant to the requirements of the Securities Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ricardo Moro	Principal Executive Officer and a Director	March 30, 2012
Dr. Ricardo Moro
/s/ Paul Slowey	President and a Director	March 30, 2012
Dr. Paul Slowey
/s/ Gladys Chan	Principal Financial and Accounting Officer	March 30, 2012
Gladys Chan
/s/ Antonia Bold-de-Haughton	Director	March 30, 2012
Antonia Bold-de-Haughton
/s/ Phil Gold	Director	March 30, 2012
Dr. Phil Gold
/s/ Phil Gold	Executive Chairman and a Director	March 30, 2012
Phil Gold Ph.D.
/s/ Jim Walsh	Director	March 30, 2012
Jim Walsh, Ph.D.
/s/ Trent Davis	Director	March 30, 2012
Trent Davis

BIOCUREX, INC.

FORM 10-K

EXHIBITS