POS AM

As filed with the Securities and Exchange Commission on ______, 201 2

Commission File No. 333-144879

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

POST-EFFECTIVE AMENDMENT NO. 4 TO

FORM  S-1

Registration Statement Under

THE SECURITIES ACT OF 1933

BIOCUREX, INC.

(Exact name of registrant as specified in charter)

Texas	2831	75-2742601
(State or other jurisdiction of incorporation)	(Primary Standard Classification Code Number)	(IRS Employer I.D. Number)

7080 River Road, Suite 215

Richmond, BC  V6X 1X5

866-884-8669

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Dr. Ricardo Moro

7080 River Road, Suite 215

Richmond, BC  V6X 1X5

866-884-8669

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies of all communications, including all communications sent

to the agent for service, should be sent to:

William T. Hart, Esq.

Hart & Trinen, LLP

1624 Washington Street

Denver, Colorado  80203

303-839-0061

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

As soon as practicable after the effective date of this Registration Statement

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box    þ.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

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”, 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)

CALCULATION OF REGISTRATION FEE

Title of each  Class of Securities to be Registered	Securities to be Registered		Proposed Maximum Offering Price Per Share (1)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common stock (2)		3,500,000	$	0.01	$	35,000	$	5.00

(1)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c).

(2)   Shares of common stock offered by selling shareholders.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of l933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

BIOCUREX, INC.

Common Stock

3,500,000 Shares

By means of this prospectus a number of our shareholders are offering to sell up to 3,500,000 shares of our common stock which they own or which they may acquire upon the exercise of warrants. The shares owned by the selling shareholders may be sold in the over-the-counter market, or otherwise, at prices and terms then prevailing or at prices related to the then-current market price, or in negotiated transactions.

We will not receive any proceeds from the sale of the common stock by the selling stockholders.

Our common stock is traded on the OTC Bulletin Board under the symbol “BOCX”. As of April 30, 2012 the closing price of our common stock was $0.01.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.  FOR A DESCRIPTION OF CERTAIN IMPORTANT FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS.

The date of this prospectus is _________, 201 2 .

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PROSPECTUS SUMMARY

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.

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 and evaluated, using clinical blood samples, 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.  As of April 30, 2012 we had not generated only limited revenue s from the sale of our product s .

Our offices are located at 7080 River Road, Suite 215, Richmond, BC  V6X 1X5.  Our telephone number is 866-884-8669 and our fax number is 866-437-2277.

Our website address is www.biocurex.com.

The Offering

By means of this prospectus a warrant holder is offering to sell up to 3,500,000 shares of our common stock which they own or which they may acquire upon the exercise of warrants.  The shares owned by the selling shareholders may be sold in the over-the-counter market, or otherwise, at prices and terms then prevailing or at prices related to the then-current market price, or in negotiated transactions.

Risk Factors  The purchase of the securities offered by this prospectus involves a high degree of risk. Risk factors include the lack of revenues, a history of losses, need for additional capital and need for FDA approval. In addition, in their report on our December 31, 2011 financial statements, our auditors expressed substantial doubt as to our ability to continue as a going concern. See the “Risk Factors” section of this prospectus for additional Risk Factors.

Forward Looking Statements

This prospectus contains various forward-looking statements that are based on our belief as well as assumptions made by and information currently available to us.  When used in this prospectus, the words “believe”, “expect”, “anticipate”, “estimate” and similar expressions are intended to identify forward-looking statements.  Such statements may include statements regarding and are subject to certain risks, uncertainties and assumptions which could cause actual results to differ materially from projections or estimates.  Factors which could cause actual results to differ materially are discussed at length under the heading “Risk Factors”.  Should one or more of the enumerated risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.  Investors should not place undue reliance on forward-looking statements, all of which speak only as of the date made.

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RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risks described below and the other information in this registration statement, including our financial statements and the notes to those statements, before you purchase any of our securities. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, could negatively impact our business, results of operations or financial condition in the future. If any of the following risks and uncertainties develop into actual events, our business, results of operations or financial condition could be adversely affected. In those cases, the trading price of our securities could decline, and you may lose all or part of your investment.

Risks Related to Our Business

Auditors have doubt as to our ability to continue in business.

In their report on our December 31, 201 1 financial statements, our auditors expressed substantial doubt as to our ability to continue as a going concern. A going concern qualification could impair our ability to finance our operations through the sale of debt or equity securities. Our ability to continue as a going concern will depend, in large part, on our ability to obtain additional financing and generate positive cash flow from operations, neither of which is certain. If we are unable to achieve these goals, our business would be jeopardized and we may not be able to continue operations.

We have limited operations and a history of losses and expect to incur additional losses in the future.

Historically, we have funded our operations through the private sale of securities and with private loans.  However, we have never earned a profit. For the year ended December 31, 201 1 we reported net losses of $( 2,571,399 ). As of December 31, 2011, our stockholders’ deficit was $( 1,153,762 ). We expect to incur additional losses for an indefinite period. To date, we have had limited revenues and no revenues from the sale of the products and services that we are currently focused on developing. We cannot assure that our products and services will be successfully commercialized or that we will ever earn a profit.

We recently entered into a loan modification agreement with the holders of our secured notes pursuant to which they waived defaults caused by our failure to make certain principal payments when due. We may be unable to repay the amended notes when due.

Under the terms of the original secured convertible notes issued in June 2007, we were obligated to make certain principal payments on May 1, 2009, which we failed to do. As a result, these notes were characterized as short-term debt, rather than long-term debt, on our June 30, 2009 balance sheet and our working capital deficit as of that date was $3.6 million. As of August 31, 2009, we entered into a Loan Modification Agreement with the holders of the original secured convertible notes under which they waived those defaults and we agreed to issue amended secured convertible notes under which they waived those defaults and we agreed to issue amended secured convertible notes in the aggregate principal amount of $2.15 million in exchange for the original secured convertible notes. The amended secured convertible notes bear interest at the same rate as the original secured convertible notes, prime plus 2.75%, mature on December 31, 2012 and are convertible into shares of our commons tock at a price of $0.1 3 per share.  The amended secured convertible notes are collateralized by a security interest in all of our assets.  As of March 31, 201 2 we owed $ 544,460 to the holders of these notes.  If a default under the amended secured convertible notes should occur prior to the maturity date, the holders would be able to require us to pay the entire outstanding balance then due. We cannot assure you that we will not be in default under the amended secured convertible notes or that we will be able to repay those notes when they mature. If we are unable to repay the principal amount of those notes when due, the holders, as secured creditors, would be able to force the sale of our assets, including our patents and other intangible assets that are at the core of our business, in order to repay the notes. In such case, we would no longer be able to continue operations and you could lose your entire investment.

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To date, we have generated limited revenues. Our future success depends on our ability to begin generating revenues on a regular and continuing basis.

Since inception, we have generated aggregate revenues of only $1.5 million all of which were license fees or transfer fees related to material, technology and related services. Our future success depends on our ability to begin generating revenues on a regular and continuing basis and to properly manage our costs. Our business strategy contemplates that we will derive revenue from licensing our technology and from sales of our products and services. Our ability to generate these revenues depends on a number of factors, some of which are outside our control. These factors include the following:

● our ability to obtain necessary government and regulatory approvals;

● our ability to successfully complete all the research and development work on the various test formats and applications of RECAF technology;

● our ability to successfully commercialize the various test formats and applications of our RECAF technology;

● our ability to protect our intellectual property;

● the success of our sales and marketing efforts;

● our ability to maintain our competitive advantages;

● new developments in the area of cancer detections and the efficacy of competing technologies;

● market acceptance of our products and services; and

● our ability to raise additional capital as and when needed and on acceptable terms.

We cannot assure you that we will be able to meet any of these challenges or that we will be able to generate any revenues. If we do not generate any revenues, you may lose your entire investment.

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If we are unable to raise additional capital, we may be unable to continue operating.

The process to obtain regulatory approval of our products involves significant costs. In addition, the costs associated with our proposed research, development and marketing activities may be substantially higher than our estimated costs of these activities. We will probably need additional capital to fully implement our growth strategy, which includes obtaining the necessary regulatory approvals to commercialize various applications of our RECAF technology, sales and marketing programs and continued research and development activities, in addition to our general and administrative expenses. If we are unable to raise additional capital, we may be forced to delay or postpone the regulatory approval process and our research, development and marketing activities. Further, any capital raised through the issuance of additional equity will have a dilutive impact on other stockholders and could have a negative effect on the market price of our common stock.

We have granted semi-exclusive licenses relating to the development, sale and distribution of our products, and our dependence on these licensees exposes us to significant commercialization and development risks.

In April 2005 and December 2007, we entered into a semi-exclusive license agreement with Abbott and Inverness, respectively, under which we granted each a semi-exclusive license to use RECAF tests on blood samples processed in automated equipment typically found only in large clinical and hospital laboratories and a non-exclusive license for other test formats. Under the license agreements, we are entitled to annual minimum royalty payments, sublicense fees and royalties based on net sales. The Abbott license agreement also gives Abbott the right to grant sublicenses for these activities and for engaging in commercial sales of our products to third parties upon payment to us of sublicense fees and also gives Abbott the right, though not the obligation, to obtain the necessary regulatory approvals to exploit the RECAF technology covered by the license. To date, except for license fees and transfer related to materials, technology and related services, we have not received any payments from Abbott or Inverness as a result of their exploitation of the licenses.

The royalty payments we receive from the sale of our products under the Abbott and Inverness license agreements depend heavily on their efforts. Each of Abbott and Inverness has significant discretion in determining the efforts and resources it applies to obtaining regulatory approval and to the development and sale of our products, and each of them likely has a significant number of other research commitments competing for its resources. Furthermore, regardless of the effort and resources they invest, Abbott and Inverness may not be effective in developing or marketing our products. In addition, Abbott and Inverness may have corporate agendas which may not be consistent with our best interests. A disagreement between us and Abbott or Inverness could lead to lengthy and expensive dispute resolution proceedings as well as to extensive financial and operational consequences to us, and have a material adverse effect on our business, results of operations and financial condition.

If our relationship with Abbott or Inverness were to terminate, we may not be able to enter into another semi-exclusive license agreement with a company with similar resources to develop and commercialize our products and perform these functions on acceptable terms or at all. As a result, we could experience delays in our ability to distribute and commercialize our products and increased expenses, all of which would have a material adverse affect on our business, results of operations and financial condition.

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Any failure to obtain or any delay in obtaining required regulatory approvals may adversely affect our ability to successfully license our products or market any products we may develop.

The cancer marker RECAF tests that we have developed for human applications are subject to oversight by regulatory authorities in the United States and in other countries, including, without limitation, the FDA. We believe that all of our products are classified as Type I or II Medical Devices by the FDA. As such these medical devices do not come under the more rigorous approval guidelines as Type III Medical Devices (e.g., HIV test kits) or the arduous Phase I, II, and III clinical trial process that is required for approval of drugs. Type I and II Medical Device approval falls under the category referred to as a 510k application and after submission of supporting data to the FDA is subject to a 90-day review process. We have not initiated the approval process for our products with the FDA for marketing clearance in the United States.

Among other requirements, FDA marketing clearance and approval of the facilities used to manufacture our cancer marker RECAF tests will be required before any of these tests may be marketed in the United States. A similar regulatory process will be required by European regulatory authorities before our cancer tests can be marketed in Europe. As with the FDA review process, there are numerous risks associated with the review of medical devices by foreign regulatory agencies. The foreign regulatory agencies may request additional data to demonstrate the clinical safety and efficacy of a product.

We rely and will continue to rely on third parties, including Abbott and Inverness, to assist us in managing and monitoring all of our preclinical studies and clinical trials. To our knowledge, our licensees, Abbott and Inverness, have not initiated any steps toward regulatory approval of our products for marketing clearance in the United States. If any of these parties terminate their relationship with us, the development of the products covered by those agreements could be substantially delayed. In addition, these third parties may not successfully carry out their contractual obligations, meet expected deadlines or follow regulatory requirements, including clinical, laboratory and manufacturing guidelines. Our reliance on these third parties may result in delays in completing, or in failing to complete, these trials if they fail to perform with the speed and competency we expect. Further, if any of these parties fail to perform their obligations under our agreements with them in the manner specified in those agreements and in the trial design, the FDA may not accept the data generated by those trials, which would increase the cost of and the development time for that product candidate. If clinical testing of our product candidates is compromised for any of the above-mentioned reasons, we will be unable to meet our anticipated development or commercialization timelines, which would have a material adverse effect on our business.

Although FDA marketing clearance may not be required for certain foreign markets, we believe that FDA clearance for our RECAF cancer marker tests would add credibility when negotiating with overseas distributors. Failure to obtain FDA marketing clearance in the United States may limit our ability to successfully market our products even where regulatory approvals are not required.

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Delays or rejection in obtaining FDA marketing clearance may also be encountered based upon changes in applicable law or regulatory policy during the period of regulatory review. Any failure to obtain, or any delay in obtaining, marketing clearance would adversely affect our ability to license or market our products. Moreover, even if FDA marketing clearance is granted, such approval may include significant limitations on indicated uses for which the product could be marketed.

Both before and after marketing clearance is obtained, a product and its manufacturer are subject to comprehensive regulatory oversight. Violations of regulatory requirements at any stage of the process may result in adverse consequences, including the FDA’s delay in approving or refusing to approve a product for marketing, withdrawal of an approved product from the market and/or the imposition of criminal penalties against the manufacturer. In addition, later discovery of previously unknown problems relating to a marketed product may result in restrictions on such product or manufacturer including withdrawal of the product from the market.

We cannot assure you that we will receive the required clearances in order to be able to market any of our products.

If we and our third-party suppliers do not maintain high standards of manufacturing in accordance with applicable manufacturing regulations, our development and commercialization activities could suffer significant interruptions or delays.

We and any third-party suppliers on which we currently or may in the future rely must continuously adhere to applicable manufacturing regulations. In complying with these regulations, we and our third-party suppliers must expend significant time, money and effort in the areas of design and development, testing, production, record-keeping and quality control to assure that our products meet applicable specifications and other regulatory requirements. The failure to comply with these requirements could result in an enforcement action against us, including the seizure of products and shutting down of production. Any of these third-party suppliers and we also may be subject to audits by the FDA and other regulatory agencies. If any of our third-party suppliers or we fail to comply with applicable manufacturing regulations, our ability to develop and commercialize our products could suffer significant interruptions.

If our products do not achieve market acceptance, we will be unable to generate significant revenues from them.

The commercial success of our products will depend primarily on convincing health care providers and veterinarians to adopt and use our products. To accomplish this, we, together with our licensees and any other marketing or distribution collaborators, will have to convince members of the medical and veterinary communities of the benefits of our products through, for example, published papers, presentations at scientific conferences and additional clinical data. Medical providers and veterinarians will not use our products unless we can demonstrate that they consistently produce results comparable or superior to existing products and have acceptable safety profiles and costs. If we are not successful in these efforts, market acceptance of our products could be limited. Even if we demonstrate the effectiveness of our products, medical practitioners may still use other products. If our products do not achieve broad market acceptance, we will be unable to generate significant revenues from them, which would have a material adverse effect on our business, cash flows and results of operations.

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We may not achieve or maintain a competitive position in our industry and future technological developments may result in our proprietary technologies becoming uneconomical or obsolete.

The field in which we are involved is undergoing rapid and significant technological change. Our ability to successfully commercialize various applications of our cancer detection technology will depend on our ability to maintain our technological advantage. We cannot assure you that we will achieve or maintain such a competitive position or that other technological developments will not cause our proprietary technologies to become uneconomical or obsolete. Many of our potential competitors, including large multi-national pharmaceutical companies, well-capitalized biotechnology companies, and privately and publicly financed research facilities, have significantly greater financial resources than we do. Our revenues and profits will be adversely impacted if we cannot compete successfully with new or existing products or technologies.

Our patents might not protect our technology from competitors.

Certain aspects of our technologies are covered by a United States patent and a number of foreign patents. In addition, we have a number of patents pending in foreign countries. There is no assurance that the applications still pending or which may be filed in the future will result in the issuance of additional patents. In addition, our patents expire in 2014 and 2015, and there is no assurance that we will be able to successfully renew them. Furthermore, there is no assurance as to the breadth and degree of protection the issued patents might afford us. We may not be able to prevent misappropriation of our proprietary rights, particularly in countries where the laws may not protect such rights as fully as in the United States. Thus, any patents that we own may not provide commercially meaningful protection from competition. Disputes may arise between us and others as to the scope, validity and ownership rights of these or other patents. Any defense of the patents could prove costly and time consuming and we cannot assure you that we will be in a position, or will deem it advisable, to carry on such a defense. Our patents may not contain claims that are sufficiently broad to prevent others from practicing our technologies or developing competing products. Competitors may be able to use technologies in competing products that perform substantially the same as our technologies but avoid infringing our patent claims. Under these circumstances, our patents would be of little commercial value to us. Other private and public concerns may have filed applications for, or may have been issued, patents and are expected to obtain additional patents and other proprietary rights to technology potentially useful or necessary to us. The scope and validity of any of these patents, if any, are presently unknown.

For many of the technologies we employ in our business, we rely on maintaining competitively sensitive know-how and other information as trade secrets, which may not sufficiently protect this information. Disclosure of this information could impair our competitive position.

As to many technical aspects of our business, we have concluded that competitively sensitive information is either not patentable or that for competitive reasons it is not commercially advantageous to seek patent protection. In these circumstances, we seek to protect this know-how and other proprietary information by maintaining it in confidence as a trade secret. To maintain the confidentiality of our trade secrets, we generally enter into confidentiality agreements with our employees, consultants and collaborators when their relationship with us commences. These agreements require that all confidential information developed by the individual or made known to the individual by us during the course of the individual’s relationship with us be kept confidential and not disclosed to third parties. However, we may not obtain these agreements in all circumstances, and individuals with whom we have these agreements may not comply with the terms of these agreements. The disclosure of our trade secrets would impair our competitive position. Adequate remedies may not exist in the event of unauthorized use or disclosure of our confidential information. Further, to the extent that our employees, consultants or contractors use trade secret technology or know-how owned by others in their work for us, disputes may arise as to the ownership of related inventions.

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We may incur significant liability if we infringe the patents and other proprietary rights of third parties.

In the event that our technologies infringe or violate the patent or other proprietary rights of third parties, we may be prevented from pursuing product development, manufacturing or commercialization of our products that utilize such technologies. There may be patents held by others of which we are unaware that contain claims that our products or operations infringe. In addition, given the complexities and uncertainties of patent laws, there may be patents of which we know that we may ultimately be held to infringe, particularly if the claims of the patent are determined to be broader than we believe them to be.

If a third party claims that we infringe its patents, any of the following may occur:

● we may become liable for substantial damages for past infringement if a court decides that our technologies infringe upon a competitor’s patent;

● a court may prohibit us from selling or licensing our product without a license from the patent holder, which may not be available on commercially acceptable terms or at all, or which may require us to pay substantial royalties or grant cross-licenses to our patents; and

● we may have to redesign our product so that it does not infringe upon others’ patent rights, which may not be possible or could require substantial funds or time.

In addition, employees, consultants, contractors and others may use the trade secret information of others in their work for us or disclose our trade secret information to others. Either of these events could lead to disputes over the ownership of inventions derived from that information or expose us to potential damages or other penalties.

If any of these events occurs, our business will likely suffer and the market price of our common stock decline.

We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights.

There has been substantial litigation and other proceedings regarding patent and intellectual property rights in the biotechnology industry. We may be forced to defend claims of infringement brought by our competitors and others, and we may institute litigation against others who we believe are infringing our intellectual property rights. The outcome of intellectual property litigation is subject to substantial uncertainties and may, for example, turn on the interpretation of claim language by the court, which may not be to our advantage, or on the testimony of experts as to technical facts upon which experts may reasonably disagree. Our involvement in intellectual property litigation could result in significant expense to us. Some of our competitors have considerable resources available to them and a strong economic incentive to undertake substantial efforts to stop or delay us from commercializing products. We, on the other hand, are a relatively small company with comparatively few resources available to us to engage in costly and protracted litigation. Moreover, regardless of the outcome, intellectual property litigation against or by us could significantly disrupt our development and commercialization efforts, divert our management’s attention and quickly consume our financial resources.

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In addition, if third parties file patent applications or issue patents claiming technology that is also claimed by us in pending applications, we may be required to participate in interference proceedings with the U.S. Patent and Trademark Office or in other proceedings outside the United States, including oppositions, to determine priority of invention or patentability. Interference or oppositions could adversely affect our patent rights. Even if we are successful in these proceedings, we may incur substantial costs, and the time and attention of our management and scientific personnel will be diverted in pursuit of these proceedings.

If product liability lawsuits are brought against us, we might incur substantial liabilities and could be required to limit the commercialization of our products.

Although we are not presently generating revenues from the sale of products, our short-term objectives include commercializing various applications of our RECAF testing technology, which may involve the sale of test kits. If our products do not function properly, we may be exposed to the risk of product liability claims. We may even be subject to claims against us despite the fact that the injury is due to the actions of others, such as manufacturers with whom we contract to make the test kits. Any product liability litigation would consume substantial amounts of our financial and managerial resources and might result in adverse publicity, regardless of the ultimate outcome of the litigation. We do not currently maintain clinical trial insurance or product liability insurance and we may never obtain such insurance. In any event, liability insurance is subject to deductibles and coverage limitations and may not provide adequate coverage against potential claims or losses. A successful product liability claim brought against us could cause us to incur substantial costs and liabilities.

Our future success depends on the continued availability of our chief executive officer, Dr. Ricardo Moro-Vidal, and other scientific and technical personnel. The loss of Dr. Moro-Vidal’s services or those of other technical personnel could have a significant adverse impact on our business.

The success of our business depends to a great extent on the efforts and abilities of our senior executive officer, Dr. Ricardo Moro-Vidal. Dr. Moro-Vidal discovered the RECAF molecule and has done or supervised most of the research that has led to the development of our various cancer detection tests. In addition, Dr. Moro-Vidal has most of the unpatented technical know-how that is crucial to our research and development efforts. We do not plan to obtain a key-person life insurance policy on Dr. Moro-Vidal. We have entered into a four-year employment agreement with Dr. Moro-Vidal, terminating in December 31, 2013, which will contain confidentiality and non-compete covenants. Nevertheless, we cannot assure you that Dr. Moro-Vidal will continue to work for us or that the non-compete and confidentiality provisions of his employment agreement will be enforceable. If Dr. Moro-Vidal terminates his employment r elationship with us, it could be difficult to find a replacement with comparable skill and knowledge. In addition, the pool of individuals with relevant experience in biotechnology is limited and retaining and training personnel with the skills necessary to continue our research and development activities would be challenging, costly and time-consuming. The loss of any of our scientific or technical personnel could significantly delay the achievement of our goals and materially and adversely affect our business, financial condition and results of operations.

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We depend on the continued availability of research and development services provided by PBRC. The loss of these services could adversely affect us.

All of the research regarding RECAF is performed by PBRC, which is wholly-owned by Dr. Moro-Vidal. We have entered into a contract with PBRC pursuant to which PBRC will continue to perform research and development as well as diagnostic services for us. The agreement has an initial term that expires on December 31, 2013 and we have the right to extend the agreement for two additional four-year terms. If PBRC elects to discontinue its relationship with us, we may be unable to find another firm with the same technical expertise, which could impair our ability to develop our technology and materially and adversely affect our business, financial condition and results of operations.

We may expand our operations internationally in the future, particularly in China and India, and would be subject to the political systems, economic conditions, government programs and tax structures of those countries.

To the extent that we expand our operations internationally in the future, particularly in China and India, the political and economic conditions of those countries may directly affect our operations. In addition, any government programs in which we participate or any tax benefits we may derive in those countries may not be continued at favorable levels or at all. Further, we are a U.S. entity and our executive officers and assets are located in Canada. It may be difficult for us to assert legal claims in actions instituted in foreign jurisdictions. Foreign courts may refuse to hear our legal claims because they may not be the most appropriate forums in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not Canadian or U.S. law, is applicable to the claim. Further, if Canadian or U.S. law is found to be applicable, the content of applicable Canadian or U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides. As a result of the difficulty associated with enforcing a judgment against us, you may not be able to collect any damages awarded by either a U.S., Canadian or other foreign court.

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Risks Related to Ownership of Our Securities and this Offering

The market price for our common stock is volatile and the price at which you may be able to sell any of the securities purchased in this offering might be lower than the offering price.

The market price of our common stock, as well as the securities of other biotechnology companies, has historically been highly volatile, and the market has from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. Factors such as fluctuations in our operating results, announcements of technological innovations or new products by us or our competitors, governmental regulation, developments in patent or other proprietary rights, public concern as to the safety of products developed by us or other biotechnology and pharmaceutical companies, and general market conditions may have a significant effect on the future market price of our publicly traded or quoted securities.

There is, at present, only a limited market for our common stock and no market for the redeemable warrants and there is no assurance that an active trading market for either or both of these securities will develop.

Trades of our common stock are subject to Rule 15g-9 promulgated by the Securities and Exchange Commission (the SEC) under the Exchange Act, which imposes certain requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale. The SEC also has other rules that regulate broker/dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities listed on a national securities exchange, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. These disclosure requirements have the effect of reducing the level of trading activity for our common stock. As a result of the foregoing, investors may find it difficult to sell their shares.

We lack analyst coverage.

We do not have research analysts reviewing our performance or our securities on an ongoing basis. Therefore, we do not have an independent review of our performance or the value of our common stock relative to other public companies.

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You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

If you purchase securities in this offering, you will experience immediate and substantial dilution insofar as the public offering price of a unit will be substantially greater than the tangible book value attributable to the shares of our common stock included in a unit after giving effect to this offering. In the past, we have issued options and warrants to acquire shares of common stock at prices significantly below the imputed public offering price of a share of our common stock (assuming no value is attributed to the redeemable warrants included in the units). To the extent these options and warrants are ultimately exercised, you will incur further dilution.

Future sales, or the potential sale, of a substantial number of shares of our common stock could cause the trading price of our securities to decline and could impair our ability to raise capital through subsequent equity offerings.

We have outstanding convertible notes, options and warrants which, as of March 31, 2012 , potentially allow the holders to acquire a substantial number of shares of our common stock.  Until the options and warrants expire, or the convertible notes are paid, the holders will have an opportunity to profit from any increase in the market price of our common stock without assuming the risks of ownership. Holders of convertible notes, options and warrants may convert or exercise these securities at a time when we could obtain additional capital on terms more favorable than those provided by the options.  The conversion of the notes or the exercise of the options and warrants will dilute the voting interest of our owners of presently outstanding shares by adding a substantial number of additional shares.

Sales of a substantial number of shares of our common stock in the public markets, or the perception that these sales may occur, could cause the market price of our securities to decline and could materially impair our ability to raise capital through the sale of additional equity securities. See the section of this prospectus captioned “Comparative Share Data” for more information.

We do not anticipate paying dividends in the foreseeable future. This could make our stock less attractive to potential investors.

We anticipate that we will retain all future earnings and other cash resources for the future operation and development of our business, and we do not intend to declare or pay any cash dividends in the foreseeable future. Future payment of cash dividends will be at the discretion of our board of directors after taking into account many factors, including our operating results, financial condition and capital requirements. Corporations that pay dividends may be viewed as a better investment than corporations that do not.

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Certain provisions of Texas law and our organizational documents could delay or discourage takeover attempts that stockholders may consider favorable.

Our articles of incorporation and bylaws include provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board of directors. These provisions may make it more difficult to remove directors and management or could have the effect of delaying, deferring or preventing a future takeover or a change in control, unless the takeover or change in control is approved by our board of directors, even though the transaction might offer our stockholders an opportunity to sell their shares at a price above the current market price. In addition, we are subject to the provisions of the Texas Business Combination Law (Articles 13.01 through 13.08 of the Texas Business Corporation Act), which generally prohibit us from engaging in any business combination with certain persons who own 20% or more of our outstanding voting stock without the approval or our board of directors. These provisions could make it difficult for a third party to acquire us, or for members of our board of directors to be replaced, even if doing so would be beneficial to our stockholders. Any delay or prevention of a change of control transaction or changes in our board of directors or management could deter potential acquirers or prevent the completion of a transaction in which our stockholders could receive a substantial premium over the then current market price for their shares. As a result, these provisions may adversely affect the price of our common stock.

COMPARATIVE SHARE DATA

	Number of Shares		Note Reference
Shares outstanding as of March 31,2012 :		184,617,814
Shares to be sold in this offering:
Shares issuable upon the exercise of warrants:		3,500,000		A

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The following table lists additional shares of our common stock which, as of March 31, 2012 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 Shares		Note 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 March 31 , 2012 was $ 544,460 .

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.

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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.

E.             During 2003 we sold convertible notes in the principal amount of $529,813 to six private investors.  As of March 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 March 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 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.

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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 March 31, 2012.

MARKET FOR OUR COMMON STOCK.

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
3/31/09	$	0.18	$	0.06
6/30/09	$	0.11	$	0.04
9/30/09	$	0.29	$	0.07
12/31/09	$	0.21	$	0.10
3/31/10	$	0.07	$	0.07
6/30/10	$	0.05	$	0.05
9/30/10	$	0.06	$	0.06
12/31/10	$	0.07	$	0.06
3/31/11	$	0.07	$	0.05
6/30/11	$	0.05	$	0.01
9/30/11	$	0.05	$	0.02
12/31/11	$	0.03	$	0.01
3/31/12	$	0.02	$	0.01

As of March 31, 2012 there were approximately 1 35 record holders of our common stock and over 2,000 shareholders who owned shares through brokerage houses, banks and similar financial institutions.

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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 our assets after payment of liabilities.  Our Directors are not obligated to declare a dividend.  We have not paid any dividends on its common stock and we do not have any current plans to pay any common stock dividends.

During the year ended December 31, 201 1 we purchase d 833,331 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, 201 1 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.

MANAGEMENT’S DISCUSSION AND ANALYSIS

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.

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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

Item	Increase (I) 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.

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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, net		(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.

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.

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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.

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:

Item	Increase (I) 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.

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Recent Accounting Pronouncements

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

Critical Accounting Policies

Our significant accounting policies are more fully described in Note 2 to the financial statements included as a part of this prospectus.  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.  Our significant accounting policies include:

Registration Payment Arrangements. We account 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. As at March 31, 2010, we did not have any liability relating to our registration statement which was declared effective by the SEC in January 2010.

Long-lived Assets.  In accordance with ASC 360, Property Plant and Equipment , we test 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.

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Stock-based Compensation.  We record 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.

Revenue Recognition.  We recognize 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 collectibility is reasonably assured.  Our revenue consists of license fees related to the licensing of our RECAF™ technology.

Patents relate to developing the method for diagnostic and treatment of cancer using a new cancer marker called “RECAF.” These patents are presently registered in 23 countries with ongoing registrations currently being conducted. Patents are stated at cost and have a definite life.  Once we receive patent approval, amortization is calculated using the straight-line method over the remaining life of the patents.  As of March 31, 2012 , we had received patent approvals from five countries.  Additions made after March 31, 2012 will have a remaining life of approximately 5 years.  We intend to apply for extensions in the near future.

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.

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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.

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 current plans.

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.

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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.

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%.

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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.)

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.

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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.

● 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.

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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.

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.

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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.

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.

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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 positive 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.

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.

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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%.

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.

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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.

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.

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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.

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.

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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.

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 test s ; and

●   commercialize manual testing formats . in China .

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

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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.

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.

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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.

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 any 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.

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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 percent 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.

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.

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 domain OncoPet.net.

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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 the 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.

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 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.

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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®.

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.

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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.

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.

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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 know 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.

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.

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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.

Under our existing license agreements, the licensees are responsible for obtaining the necessary regulatory approvals in the countries where they intend 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.

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 since a service, as opposed to a device , is being market ed . Our Pet-RECAF test, as well as the marketing of this test, does not require FDA or Canadian approval

Employees

As of March 31, 2012 , we had three employees, all of whom are in administrative positions. All of our research and development and other technical activities and 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 May 31, 2011, Pacific BioScience Research Centre had nine 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.

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.

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MANAGEMENT

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.

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. 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.

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Gladys Chanjoined us in July 2005 as comptroller and was promoted to chief financial 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.

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.

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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.

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

Name	Reason
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.

Other than the foregoing, we did not consider any other specific experience, qualifications, attributes or skills that led to our conclusion in this regard.

We believe that Ricardo Moro, Antonia Bold-de-Haughton and Phil Gold should serve as directors due to their long standing relationship with us

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We believe Denis Burger and Jim Walsh should serve as directors due to their past experience with companies involved with the development of drugs and diagnostic products.

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, 20 11 each director participated in deliberations concerning executive officer compensation.

During the year ended December 31, 20 11 , 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.

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.

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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, 201 1 .

										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
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 20 11 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 $ 182,597 and $ 1 48,407 , 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.

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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.

Compensation of Directors During Year Ended December 31, 2010

The table below sets forth the compensation earned by our directors, other than Dr. Moro and Denis Burger, for the fiscal year ended December 31, 201 1 .

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

(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, a Stock Bonus Plan and six Stock Option Agreements.  A summary description of these Plans follows.  In some cases these Plans and the Stock Option Agreements are collectively referred to as the “Plans.”

50

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.

Stock Option Agreements

The Stock Option Agreements provided for the issuance of up to 28,500,000 shares of our common stock upon the exercise of options granted pursuant to the Stock Option agreements.

All of the se options are presently exercisable .

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.

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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.

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

The following table shows the options granted to our officers and directors during the twelve months ended December 31, 2011 and during the three months ended March 31, 0212.

		Options	Exercise Price	Expiration	Options
Name	Grant Date	Granted (#)	Per  Share	Date	Exercised
		None.

52

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 three months ended March 31, 0212.

		Shares
	Date of	Acquired On		Value
Name	Exercise	Exercise		Realized
Dr. Ricardo Moro	3/11/2011		1,578,947	$	77,368
Dr. Phil Gold	3/11/2011		709,210	$	34,751
Dr. Ricardo Moro	1/20/2012		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.

Options Held

The following tables show the options held by our officers and directors as of March 31, 2012.  Except as indicated, all options were granted pursuant to our Non-Qualified Stock Option Plan.

	Shares underlying unexercised
	options which are:					Exercise		Expiration
Name	Exercisable			Unexercisable		Price		Date
Dr. Ricardo Moro		650,000			--		0.001	3/31/2014
Dr. Ricardo Moro		15,000,000	(1)		--		0.074	1/22/2020
Dr. Phil Gold		1,000,000	(1)		--		0.074	1/22/2020
Gladys Chan		500,000	(1)		--		0.074	1/22/2020
Antonia Bold-de-Haughton		1,000,000	(1)		--		0.074	1/22/2020
Denis Burger		10,000,000	(1)		--		0.074	1/22/2020
Jim Walsh		1,000,000	(1)		--		0.074	1/22/2020
Gladys Chan		161,400			--		0.001	8/17/2013
Antonia Bold-de-Haughton		220,800			--		0.001	8/17/2013

(1)   These options, which were granted on January 22, 2010, were not granted pursuant to our Non-Qualified Stock Option Plan.

53

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, 201 1 .  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 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

On January 27, 2012 our directors adopted a resolution increasing the number of shares of common stock issuable under the Stock Bonus Plan to 40,000,000 shares.

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 Option Plan		22,500,000		1,631,600		11,547,734		N/A		9,320,666
Stock Bonus Plan		40,000,000		N/A		N/A		19,064,884		20,935,116
Stock Option Agreements		28,500,000		28,500,000		--		N/A		--

54

Transactions With Related Parties

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.

PRINCIPAL SHAREHOLDERS

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		8.7	%
7080 River Road, Suite 215
Richmond, British Columbia
Canada  V6X 1X5
Gladys Chan		661,400		0.4	%
7080 River Road, Suite 215
Richmond, British Columbia
Canada  V6X 1X5

55

	Number of		Percent of
Name and Address	Shares (1)		Class
Antonia Bold-de-Haughton		1,220,800		0.7	%
7080 River Road, Suite 215
Richmond, British Columbia
Canada  V6X 1X5
Dennis Burger, Ph.D		12,257,286		6.3	%
1534 SW Myrtle St.
Portland, OR 97201
Dr. Phil Gold		1,000,000		0.5	%
3225 The Boulevard
Westmount, Quebec
Canada H3Y 1S4
Jim Walsh		1,714,286		0.9	%
c/o Biocurex, Inc.
7080 River Road
Richmond, British Columbia
Canada V6X 1X5
All Officers and Directors
as a Group (6 persons)		34,278,772		17.5	%

(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.

	Shares Issuable
	Upon Exercise		Exercise Price		Expiration
Name	of Options or Warrants		$		Date
Dr. Ricardo Moro		15,650,000		.001 - .0714	3/11 -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		0.0714	20-Jan
Dr. Phil Gold		1,000,000		0.0714	20-Jan
Jim Walsh		1,000,000		0.0714	20-Jan

SELLING SHAREHOLDERS

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 $ 0.1 3 .  Due to principal payments and conversions, the outstanding principal balance of the notes as of May 31, 2011 was $563,300.  The warrants allow the holders 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.

56

The shares issuable upon the exercise of the warrants are being offered by means of this prospectus.  The holders of the warrants are sometimes referred to in this prospectus as the “Selling Shareholders”.

We will not receive any proceeds from the sale of the shares by the selling shareholders.  We will pay all costs of registering the shares offered by the selling shareholders.  The selling shareholders will pay all sales commissions and other costs of the sale of the shares offered by them.

Name	Shares Owned		Shares Issuable Upon Exercise of Warrants		Shares to be Sold in this Offering		Share Ownership After Offering
Warrant Strategies Fund, LLC		--		3,500,000		3,500,000		--

Mark Bitter is the controlling person of Warrant Strategies Fund, LLC.

Plan of Distribution

The shares of common stock owned by the selling shareholders may be offered and sold by means of this prospectus from time to time as market conditions permit.  The shares owned by the selling shareholders may be sold in the over-the-counter market, or otherwise, at prices and terms then prevailing or at prices related to the then-current market price, or in negotiated transactions.  These shares may be sold by one or more of the following methods, without limitation:

●   a block trade in which a broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

●   purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus;

●   ordinary brokerage transactions and transactions in which the broker solicits purchasers; and

●   face-to-face transactions between sellers and purchasers without a broker/dealer.

In competing sales, brokers or dealers engaged by the selling shareholders may arrange for other brokers or dealers to participate.  Brokers or dealers may receive commissions or discounts from selling shareholders in amounts to be negotiated.  As to any particular broker-dealer, this compensation might be in excess of customary commissions.  Neither we nor the selling stockholders can presently estimate the amount of such compensation.  Notwithstanding the above, no NASD member will charge commissions that exceed 8% of the total proceeds from the sale.

57

The selling shareholders and any broker/dealers who act in connection with the sale of the shares may be deemed to be "underwriters" within the meaning of §2(11) of the Securities Acts of 1933, and any commissions received by them and any profit on any resale of the shares as principal might be deemed to be underwriting discounts and commissions under the Securities Act.

If any selling shareholder enters into an agreement to sell his or her shares to a broker-dealer as principal, and the broker-dealer is acting as an underwriter, we will file a post-effective amendment to the registration statement, of which this prospectus is a part, identifying the broker-dealer, providing required information concerning the plan of distribution, and otherwise revising the disclosures in this prospectus as needed.  We will also file the agreement between the selling shareholder and the broker-dealer as an exhibit to the post-effective amendment to the registration statement.

The selling stockholders may also sell their shares pursuant to Rule 144 under the Securities Act of 1933.

We have advised the selling shareholders that they and any securities broker/dealers or others who may be deemed to be statutory underwriters will be subject to the prospectus delivery requirements under the Securities Act of 1933.  We have also advised each selling shareholder that in the event of a "distribution" of the shares owned by the selling shareholder, such selling shareholder, any "affiliated purchasers", and any broker/dealer or other person who participates in the distribution may be subject to Rule 102 of Regulation M under the Securities Exchange Act of 1934 ("1934 Act") until their participation in that distribution is completed.  Rule 102 makes it unlawful for any person who is participating in a distribution to bid for or purchase stock of the same class as is the subject of the distribution.  A "distribution" is defined in Rule 102 as an offering of securities "that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods". We have also advised the selling shareholders that Rule 101 of Regulation M under the 1934 Act prohibits any "stabilizing bid" or "stabilizing purchase" for the purpose of pegging, fixing or stabilizing the price of the common stock in connection with this offering.

DESCRIPTION OF SECURITIES

We are authorized to issue 450,000,000 shares of common stock.  Holders of common stock are each entitled to cast one vote for each share held of record on all matters presented to shareholders.  Cumulative voting is not allowed; hence, the holders of a majority of the outstanding common stock can elect all directors.

Holders of common stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities.  The board is not obligated to declare a dividend.  It is not anticipated that dividends will be paid in the foreseeable future.

Holders of common stock do not have preemptive rights to subscribe to additional shares if issued by us. There are no conversion, redemption, sinking fund or similar provisions regarding the common stock.  All outstanding shares of common stock are fully paid and non-assessable.

58

LEGAL PROCEEDINGS

We are not involved in any legal proceedings and we do not know of any legal proceedings which are threatened or contemplated.

INDEMNIFICATION

Our Bylaws authorize indemnification of a director, officer, employee or our agent against expenses incurred by him in connection with any action, suit, or proceeding to which he is named a party by reason of his having acted or served in such capacity, except for liabilities arising from his own misconduct or negligence in performance of his duty.  In addition, even a director, officer, employee, or agent of Biocurex, who was found liable for misconduct or negligence in the performance of his duty, may obtain such indemnification if, in view of all the circumstances in the case, a court of competent jurisdiction determines such person is fairly and reasonably entitled to indemnification.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or persons controlling Biocurex’s pursuant to the foregoing provisions, Biocurex has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

AVAILABLE INFORMATION

We have filed with the Securities and Exchange Commission a Registration Statement on Form S-1 (together with all amendments and exhibits) under the Securities Act of 1933, as amended, with respect to the Securities offered by this prospectus.  This prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Securities and Exchange Commission.  For further information, reference is made to the Registration Statement which may be read and copied at the Commission’s Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.  The registration statement is also available at www.sec.gov, the website of the Securities and Exchange Commission.

We are subject to the requirements of the Securities Exchange Act of l934 and are required to file reports, proxy statements and other information with the Securities and Exchange Commission.  Copies of any of these reports, proxy statements and other information we have filed can be read and copied at the Commission’s Public Reference Room or read and downloaded from the Commission’s website, www.sec.gov.

59

BIOCUREX, INC.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. dollars)

December 31, 2011

INDEX

Consolidated Balance Sheets	F-1
Consolidated Statements of Operations	F-2
Consolidated Statements of Cash Flows	F-3
Consolidated Statements of Stockholders’ Equity (Deficit)	F-4
Notes to the Consolidated Financial Statements	F-15

60

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.

/s/ “Manning Elliott LLP”

CHARTERED ACCOUNTANTS

Vancouver, Canada

March 29, 2012

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			-
		1,655,943			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, 2010 – 168,753,974 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-1

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	)		(4,005,309	)
Amortization of debt issue costs		(24,267	)		(95,076	)		(810,574	)
Gain on derivative liability		25,374			816,194			126,650
Loss on extinguishments of convertible debt		-			-			(374,909	)
Gain on 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	)		(1,872,807	)
Interest income		-			-			383,679
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-2

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
Loss on extinguishments of debt		-			-			374,909
Loss on sale of assets		5,674						5,674
Gain on write off accounts payable		-			(44,655	)		(102,937	)
Gain on sale of investment securities		-			-			(253,065	)
Loss from impairment of patents		-			-			67,620
Gain 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		88,227			(454,567	)		1,803,644
Due to related party		229,757			(159,389	)		178,345
Deferred revenue		-			-			(162,000	)
Subscriptions receivable		-			-			(100,683	)
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 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:
Shares issued to settle debt		174,796			127,200			1,284,677
Units issued as share issuance costs		-			939,771			939,771
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-3

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-4

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-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)
	#		$		$		$		$			$		$		$		$		$
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-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)
	#		$		$		$		$			$			$		$			$			$
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-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)
	#			$			$			$		$		$		$			$			$			$
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-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)
	#		$		$			$			$		$		$			$			$			$
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-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)
	#		$		$			$		$		$		$			$			$			$
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-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)
	#		$		$		$		$		$		$			$			$			$
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-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, 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-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, 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-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					Stock				Other					During the			Stockholders’
	Common Stock						Paid-in			Common		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 - $ 0.02 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	)		(1,153,762	)

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)

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-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)

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-16

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)

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 years 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-17

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)

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-18

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)

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-19

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)

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

F-20

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)

5. RELATED PARTY TRANSACTIONS AND BALANCES (continued)

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-21

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)

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. As at December 31, 2011, the embedded conversion feature has not been bifurcated and separately accounted for as it does not provide for net settlement until it becomes convertible on June 15, 2012.

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-22

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)

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 $26,666 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 $16,666 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 $16,297 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-23

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)

7. COMMON STOCK (continued)

For the year ended December 31, 2010:

a)   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.

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

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

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

e)   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.

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

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

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

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

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

k)   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-24

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)

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-25

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)

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-26

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)

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-27

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)

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			Balance
	For Identical			Observable			Unobservable			as of
	Instruments (Level 1)			Inputs (Level 2)			Inputs (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-28

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)

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-29

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)

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-30

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)

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 23, 2013. At any time after August 21, 2012 the note can be converted into shares of 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-31

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	4
RISK FACTORS		5
COMPARATIVE SHARE DATA		16
MARKET FOR OUR COMMON STOCK		19
MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION		20
BUSINESS		25
MANAGEMENT		45
PRINCIPAL SHAREHOLDERS		55
SELLING SHAREHOLDERS		56
DESCRIPTION OF SECURITIES		58
LEGAL PROCEEDINGS		59
INDEMNIFICATION		59
AVAILABLE INFORMATION		59
FINANCIAL STATEMENTS		60

No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in this prospectus, and if given or made, such information or representations must not be relied upon as having been authorized by the Company.  This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities offered in any jurisdiction to any person to whom it is unlawful to make an offer by means of this prospectus.

PART II

Information Not Required in Prospectus

ITEM 13.       INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Texas Revised Statutes provides that we may indemnify any and all of our officers, directors, employees or agents or former officers, directors, employees or agents, against expenses actually and necessarily incurred by them, in connection with the defense of any legal proceeding or threatened legal proceeding, except as to matters in which such persons shall be determined to not have acted in good faith and in our best interest.

ITEM 14.       OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table shows the costs and expenses we expect to pay in connection with the issuance and distribution of the securities being registered.

SEC Filing Fee	$	12
Legal Fees and Expenses		25,000
Accounting Fees and Expenses		5,000
Miscellaneous Expenses		1,988
TOTAL	$	32,000

All expenses other than the SEC filing fee are estimated.

ITEM 15.       RECENT SALES OF UNREGISTERED SECURITIES.

The following lists all unregistered shares of common stock that we sold or issued since April 2007.

●   In April 2007, we sold 35,000 units at a price of $0.45 per unit. Each unit consisted of one share of common stock and a warrant entitling the holder to purchase one share of common stock at a price of $0.66 per share expiring on April 30, 2009. We paid a commission of $788 in connection with this private placement.

●   In May 2007, we sold 23,256 units at a price of $0.43 per unit. Each unit consisted of one share of common stock and a warrant entitling the holder to purchase one share of common stock at a price of $0.68 per share expiring on May 31, 2009. We paid a commission of $500 in connection with this private placement.

●   In June 2007, we sold 220,000 units at a price of $0.45 per unit. Each unit consisted of one share of common stock and a warrant entitling the holder to purchase one share of common stock at a price of $0.66 per share expiring on April 9, 2009. We paid a commission of $9,900 in connection with this private placement.

●   In June 2007, we sold convertible notes in the principal amount of $3,000,000, as well as warrants to purchase 3,500,000 shares of our common stock, in a private placement. The total consideration received was $3,000,000. 

●   In June 2007, we sold 533,334 shares of common stock for $85,334.

●   In December 2007, we issued 246,710 shares of common stock as a result of the cashless exercise of 250,000 warrants.

●   In March 2008, we sold 200,000 shares of common stock at $0.60 per share.

●   In March 2008, we issued 291,667 shares of common stock to two holders of our amended convertible notes upon the conversion of $175,000 in note principal.

●   In April 2008, we sold 84,210 shares of common stock pursuant to the exercise of warrants, realizing proceeds of $16,000.

●   In June 2008, we sold 230,000 units at a price of $0.43 per unit. Each unit consisted of one share of common stock and a warrant entitling the holder to purchase one share of common stock at a price of $0.65 per share expiring on May 1, 2010.

●   In June 2008, we sold 42,105 shares of common stock pursuant to the exercise warrants, realizing gross proceeds of $8,000.

●   In December 2008, we sold 267,000 units at a price of $0.15 per Unit. Each unit consisted of one share of common stock and a warrant entitling the holder to purchase one-half share of common stock at a price of $0.30 per share expiring on November 30, 2010.

●   In January 2009, we sold 267,000 units at a price of $0.15 per unit. Each unit consisted of one share of common stock and a warrant entitling the holder to purchase one-half share of common stock at a price of $0.30 per share expiring on November 30, 2010.

●   In April 2009, we sold 900,000 units at a price of $0.05 per unit. Each unit consisted of one share of common stock and one purchase warrant entitling the holder to purchase one share of common stock at a price of $0.11 per share expiring on April 5, 2011.

●   In April 2009, we sold 307,892 units at a price of $0.13 per unit. Each unit consisted of one share of common stock and a warrant entitling the holder to purchase one share of common stock at a price of $0.17 per share expiring on January 2, 2011.

●   In May 2009, we sold 2,000,000 units at a price of $0.05 per unit. Each unit consisted of one share of common stock and one warrant entitling the holder to purchase one share of common stock at a price of $0.11 per share expiring on April 1, 2012. We paid a commission of $10,000 in connection with this private placement.

2

●   In June 2009, we sold 1,000,000 units at a price of $0.05 per unit. Each unit consisted of one share of common stock and a warrant entitling the holder to purchase one share of common stock at a price of $0.11 per share expiring on June 15, 2011. We paid a commission of $2,500 in connection with this private placement.

●   In June 2009, we issued 300,000 shares of common stock to an investor relations company for consulting services valued at $26,700.

●   In August 2009, we issued 143,000 shares of common stock to a consultant for services rendered.

●   In August 2009 we issued 2,204,730 shares of our common stock to note holders upon the conversion of notes in the principal amount of $160,945.

●   In August 2009 we issued convertible notes, in the principal amount of $2,150,000, in exchange for convertible notes originally issued in June 2007.

●   In September 2009 we issued 2,000,000 shares of common stock to a legal firm for legal services rendered. The shares were valued at $140,000.

●   In September 2009, we issued 1,428,576 shares of common stock to the holders of our amended convertible notes upon the conversion of $200,000 in note principal.

●   In September 2009, we sold notes in the principal amount of $575,000, as well as 8,214,292 shares of common stock, to twenty private investors.

●   In September 2009, we sold 400,000 shares to a private investor for $20,000.

●   In October 2009, we issued 714,286 shares of common stock to two holders of our amended convertible notes upon the conversion of $100,000 in note principal.

●   In December 2009, we issued 769,230 shares of common stock to two holders of our amended convertible notes upon the conversion of $100,000 in note principal.

●   In February 2010 we issued 800,000 shares of our common stock to a third party to settle account payable of $56,000.

●   In February 2010 we issued 200,000 shares of our common stock to a third party for services valued at $14,000.

●   In November 2010 we issued 800,000 shares of our common stock to an investor relations company for services valued at $44,000.

●   In January 2011 we issued 500,000 shares of our common stock to a third party for investor relations services valued at $35,000.

3

●   In May, 2011 we issued 750,000 shares of our common stock to a third party for consulting services valued at $27,000.

●   In September, 2011 we issued 833,333 shares of our common stock to a third party for consulting services valued at $22,500.

●   In October 2011, we issued 1,200,000 shares of common stock to a third party for consulting services valued at $36,000.

●   In November 2011, we issued 833,334 shares of common stock to a third party for consulting services valued at $16,667.

●   In November 2011, we issued 814,800 shares of common stock to third parties to pay a loan in the amount of $16,296.

●   In November 2011, we issued 166,666 shares of common stock to a third party for consulting services valued at $3,334.

We relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 with respect to the issuance of the shares listed above.  The persons who acquired these shares were sophisticated investors.  Each person had access to the same kind of information that would be available in a registration statement, including information available on the website maintained by the Securities and Exchange Commission.  The persons who acquired these shares acquired the shares for their own accounts.  The certificates representing the shares of common stock bear legends stating that the shares may not be offered, sold or transferred other than pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to an applicable exemption from registration.  The shares are “restricted” securities as defined in Rule 144 of the Securities and Exchange Commission.

4

ITEM 16.       EXHIBITS

The following exhibits are filed with this Registration Statement:

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)

(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.

5

ITEM 17.       UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1)        To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)      To include any prospectus required by Section l0 (a)(3) of the Securities Act:

(ii)     To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)        That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)        To remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of l933 (the “Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(4)        That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)      If the registrant is relying on Rule 430B:

(A)      Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

6

(B)       Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.  As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)     If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)        That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser bye means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)      Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)     Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)    The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)    Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

7

SIGNATURES

Pursuant to the requirements of the Securities Act of l933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Richmond, Province of British Columbia, Canada, on May 2, 2012.

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

Pursuant to the requirements of the Securities Act of l933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Dr. Ricardo Moro	Principal Executive Officer and a Director	May 2, 2012
Dr. Ricardo Moro
/s/ Dr. Paul Slowey	President and a Director	May 2, 2012
Dr. Paul Slowey
/s/ Gladys Chan	Principal Financial and Accounting Officer	May 2, 2012
Gladys Chan,
/s/ Antonia Bold-de-Haughton	Director	May 2, 2012
Antonia Bold-de-Haughton
/s/ Denis Burger	Executive Chairman and  a Director	May 2, 2012
Denis Burger, Ph.D.
	Director
Dr. Phil Gold
	Director
Jim Walsh, Ph.D.

EX-5

EXHIBIT 5

May 2, 2012

Biocurex, Inc.

7080 River Road, Suite 215

Richmond, BC V6X 1X5

This letter will constitute an opinion upon the legality of the sale by a selling shareholder of Biorurex, Inc., a Texas corporation (the "Company"), of up to 3,500,000 shares of common stock, all as referred to in the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission.

We have examined the Articles of Incorporation, the Bylaws and the minutes of the Board of Directors of the Company and the applicable laws of the State of Texas, and a copy of the Registration Statement.  In our opinion, the Company is authorized to issue the shares of stock mentioned above and such shares, when sold, will be legally issued and will represent fully paid and non-assessable shares of the Company’s common stock.

Very truly yours,

HART & TRINEN

/s/ William T. Hart

William T. Hart

EX-23.1

EXHIBIT 23.1

CONSENT OF ATTORNEYS

Reference is made to the Registration Statement of Biocurex, Inc. on Form S-1 whereby a shareholder of the Company proposes to sell up to 3,500,000 shares of the Company’s common stock.  Reference is also made to Exhibit 5 included in the Registration Statement relating to the validity of the securities proposed to be issued and sold.

We hereby consent to the use of our opinion concerning the validity of the securities proposed to be issued and sold.

	Very truly yours,
	HART & TRINEN, L.L.P.
	/s/ William T. Hart
	William T. Hart
Denver, Colorado
May 2, 2012

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion of our audit report dated March 29, 2012 , relating to the financial statements of BioCurex, Inc. for the years ended December 31, 2011 and 2010 , in the Registration Statement on Post-Effective Amendment No. 4 to Form S-1 of BioCurex, Inc. for the registration of shares of its common stock.

/s/ MANNING ELLIOTT LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

May 2, 2012

XML

PATENTS

12 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Note 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

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Note 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.

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.

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.

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.

XML

Consolidated Balance Sheets (USD $)	Dec. 31, 2011	Dec. 31, 2010
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	0
Total Assets	684,610	2,322,168
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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	0
Total	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
Total	1,838,372	1,614,692
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

XML

Consolidated Statements of Cash Flows (USD $)	12 Months Ended		132 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 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	0	0	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	0	0	374,909
Gain on sale of assets	5,674	0	5,674
Gain on write off accounts payable	0	(44,655)	(102,937)
Loss (gain) on sale of investment securities	0	0	(253,065)
Loss from impairment of patents	0	0	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	0	0	(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	0	0	(162,000)
Subscriptions receivable	0	0	(100,683)
Unrealized foreign exchange gain	0	0	0
Net Cash Used in Operating Activities	(1,554,571)	(2,228,477)	(11,081,299)
Investing Activities:
Net proceeds from notes receivable	0	0	1,171
Patent costs	(48,728)	(130,198)	(738,081)
Proceeds from sale of investment securities	0	0	451,123
Proceeds from sale / purchase of equipment, net	(16,195)	0	(16,195)
Net Cash Used in Investing Activities	(64,923)	(130,198)	(301,982)
Financing Activities:
Due to related parties	0	0	552,281
Proceeds from loans payable	0	32,549	607,549
Repurchase of shares	(20,000)	0	(20,000)
Repayment on loans payable	0	(450,000)	(450,000)
Proceeds from convertible debt	78,500	0	3,718,243
Repayment on convertible debt	(18,840)	(1,186,700)	(2,419,791)
Deferred financing costs	0	(94,851)	(769,487)
Debt issue costs	(3,500)	0	(92,944)
Proceeds from shares issued of common stock	0	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	0	(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 period	1,770,194	126,605	242,551
Cash - End of period	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	0	939,771	939,771
Treasury shares acquired for note receivable	20,000	0	20,000
Note payable converted into common shares	0	0	1,594,021
Supplemental Disclosures:
Interest paid	55,311	63,700	760,598
Income taxes	$ 0	$ 0	$ 0

XML

NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

12 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Note 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.

XML

Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2011	Dec. 31, 2010
Stockholders Equity
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	450,000,000	450,000,000
Common stock, shares issued	179,025,264	180,423,597
Common stock, shares outstanding	168,188,974	179,025,264

XML

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Note 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.

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

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2011
Document And Entity Information
Entity Registrant Name	BIOCUREX INC
Entity Central Index Key	0001092562
Document Type	POS AM
Document Period End Date	Dec. 31, 2011
Amendment Flag	true
Amendment Description	This amendment is being filed to comply with regulations.
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company

XML

DERIVATIVE LIABILITIES

12 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Note 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.

XML

Consolidated Statements of Operations (USD $)	12 Months Ended		132 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2011
Consolidated Statements Of Operations
Revenue	$ 6,898	$ 0	$ 1,471,354
Operating Expenses
Amortization of patents (Note 3)	108,687	103,162	436,389
General and administrative (Note5 (a) & 8)	1,108,534	2,249,000	9,455,010
Impairment of patents	0	0	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	0	0	(452,243)
Gain (loss) sale of equity investment securities	0	0	147,991
Gain on settlement of accounts payable	0	44,655	102,937
Loss on sale of assets	(5,679)	0	(5,679)
Interest expense	(61,313)	(65,044)	(1,811,494)
Interest income	0	0	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

XML

CONVERTIBLE NOTES AND DEBT

12 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Note 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;

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.

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RELATED PARTY TRANSACTIONS AND BALANCES

12 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Note 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,

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).

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Note 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.

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SHARE PURCHASE WARRANTS

12 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Note 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)

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.

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COMMON STOCK

12 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Note 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.

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.

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STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Note 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. 

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

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UNIT PURCHASE WARRANTS

12 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Note 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.

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Note 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.

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STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $)	Common Stock	Additional Paid-in Capital	Common Stock Subscribed	Stock Subscriptions Receivable	Deferred Compensation	Other Comprehensive Income (Loss)	Accumulated Deficit	Deficit Accumulated During the Development Stage	Total
Beginning Balance, Amount at Dec. 31, 2009	$ 73,061	$ 17,845,563	$ 0	$ 0	$ 0	$ 0	$ (114,175)	$ (20,571,220)	$ (2,766,771)
Beginning Balance, Shares at Dec. 31, 2009	73,062,205
Issuance of common stock for services: Feb 2010 - $0.07 per share, Amount	200	13,800							14,000
Issuance of common stock for services: Feb 2010 - $0.07 per share, Shares	200,000
Issuance of common stock for services: Nov 2010 - $0.05 per share, Amount	800	43,200							44,000
Issuance of common stock for services: Nov 2010 - $0.05 per share, Shares	800,000
Issuance of common stock for debt settlement: Feb 2010 - $0.07 per share, Amount	1,157	79,843							81,000
Issuance of common stock for debt settlement: Feb 2010 - $0.07 per share, Shares	1,157,143
Issuance of common stock for debt settlement: Jun 2010 - $0.06 per share, Amount	420	24,780							25,200
Issuance of common stock for debt settlement: Jun 2010 - $0.06 per share, Shares	420,000
Issuance of common stock for debt settlement: Sep 2010 - $0.06 per share, Amount	350	20,650							21,000
Issuance of common stock for debt settlement: Sep 2010 - $0.06 per share, Shares	350,000
Issuance of common stock for cash: Jan 2010 - $0.0714per share, Amount	90,460	6,370,940							6,461,400
Issuance of common stock for cash: Jan 2010 - $0.0714per share, Shares	90,459,600
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, Amount	920								920
Issuance of common stock pursuant to the exercise of stock options: Feb 2010 - $0.001 per share, Shares	920,000
Issuance of common stock pursuant to the exercise of stock options: Apr 2010 - $0.001 per share, Amount	284								284
Issuance of common stock pursuant to the exercise of stock options: Apr 2010 - $0.001 per share, Shares	284,000
Issuance of common stock pursuant to the exercise of stock options: Sep 2010 - $0.001 per share, Amount	189								189
Issuance of common stock pursuant to the exercise of stock options: Sep 2010 - $0.001 per share, Shares	188,300
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, Amount	348	(348)							0
Issuance of common stock pursuant to the exercise of warrants for cash: Warrants exercised with cashless feature, Shares	347,727
Fair value of warrants modified		23,376							23,376
Net loss for the year ended								(3,249,729)	(3,249,729)
Ending Balance, Amount at Dec. 31, 2010	168,189	24,474,411	0	0	0	0	(114,175)	(23,820,949)	707,476
Ending Balance, Shares at Dec. 31, 2010	168,188,975
Issuance of common stock for services: Feb 2011 - $0.07 per share, Amount	1,000	69,000							70,000
Issuance of common stock for services: Feb 2011 - $0.07 per share, Shares	1,000,000
Issuance of common stock for services: Apr 2011 - $0.05 per share, Amount	150	7,350							7,500
Issuance of common stock for services: Apr 2011 - $0.05 per share, Shares	150,000
Issuance of common stock for services: Jun 2011 - $0.035 per share, Amount	300	10,200							10,500
Issuance of common stock for services: Jun 2011 - $0.035 per share, Shares	300,000
Issuance of common stock for services: Jun 2011 - $0.04 per share, Amount	2,500	97,500							100,000
Issuance of common stock for services: Jun 2011 - $0.04 per share, Shares	2,500,000
Issuance of common stock for services: Jul 2011 - $0.036 per share, Amount	750	26,250							27,000
Issuance of common stock for services: Jul 2011 - $0.036 per share, Shares	750,000
Issuance of common stock for services: Sept 2011 - $ 0.027 per share, Amount	833	21,667							22,500
Issuance of common stock for services: Sept 2011 - $ 0.027 per share, Shares	833,333
Issuance of common stock for services: Oct 2011- $0.032 per share, Amount	833	25,833							26,666
Issuance of common stock for services: Oct 2011- $0.032 per share, Shares	833,333
Issuance of common stock for services: Oct 2011 - $0.05 per share, Amount	1,200	58,800							60,000
Issuance of common stock for services: Oct 2011 - $0.05 per share, Shares	1,200,000
Issuance of common stock for services: Nov 2011 - $0.02 per share, Amount	982	18,649							19,631
Issuance of common stock for services: Nov 2011 - $0.02 per share, Shares	981,466
Issuance of common stock for services: Nov 2011 - $ 0.020 per share, Amount	833	15,833							16,666
Issuance of common stock for services: Nov 2011 - $ 0.020 per share, Shares	833,334
Issuance of common stock pursuant to the exercise of stock options: Apr 2011 - $0.001 per share, Amount	2,288								2,288
Issuance of common stock pursuant to the exercise of stock options: Apr 2011 - $0.001 per share, Shares	2,288,157
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, Amount	(833)	(19,167)							(20,000)
Repurchase of shares to settle loan receivable, Shares	(833,334)
Net loss for the year ended								(2,571,399)	(2,571,399)
Ending Balance, Amount at Dec. 31, 2011	$ 179,025	$ 25,173,736	$ 0	$ 0	$ 0	$ 0	$ (114,175)	$ (26,392,348)	$ (1,153,763)
Ending Balance, Shares at Dec. 31, 2011	179,025,264

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LOANS PAYABLE

12 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Note 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.

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INCOME TAXES

12 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Note 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		–			–

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		–			–