WHISPERING OAKS INTERNATIONAL INC, SB-2/A, 2000-05-08

WHISPERING OAKS INTERNATIONAL INC
SB-2/A, 2000-05-08
RACING, INCLUDING TRACK OPERATION

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As filed with the Securities and Exchange Commission on May 8, 2000
Registration No. 333-90663

U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMENDMENT NO. 3

WHISPERING OAKS INTERNATIONAL, INC.
(Name of small business issuer in its charter)
<TABLE>

Texas 7948 75-2742601
------------------------------ ---------------------------- -----------------------
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or Organization) Classification Code Number) Identification Number)

</TABLE>

16910 Dallas Parkway, Suite 100, Dallas, Texas 75248 (972) 248-1922
(Address of principal executive offices) Telephone Number

Kevin B. Halter
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
(972) 248-1922
(Name, address and phone number for agent for service)

Copies to:
CARL A. GENERES
4315 WEST LOVERS LANE
Dallas, Texas 75248
(214) 352-8674

Approximate date 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. [X]

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. []

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.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 [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

<TABLE>

CALCULATION OF REGISTRATION FEE

Title of each class of Amount to be Proposed maximum Proposed maximum Registration Fee
securities Registered offering Price Per aggregate offering
to be registered Share (1) price(1)
- ----------------------------- --------------------- -------------------------- --------------------------- ------------------------
<S> <C> <C> <C> <C>

COMMON STOCK 600,000 shares $1.00 $600,000 $181.81
- ----------------------------- --------------------- -------------------------- --------------------------- ------------------------
</TABLE>

Note (1) Estimated solely for calculating the registration fee.

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 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>

WHISPERING OAKS INTERNATIONAL, INC.
600,000 SHARES OF COMMON STOCK
PROSPECTUS
MAY , 2000
-----

TABLE OF CONTENTS
Page

Risk Factors .............................................................. 2
Forward-Looking Statements ................................................ 3
Whispering Oaks International ............................................. 4
Use of Proceeds ........................................................... 4
No Market for Our Common Stock ............................................ 4
Shares Eligible for Future Sale ........................................... 4
Plan of Distribution ...................................................... 5
Legal Proceedings ......................................................... 5
Description of Capital Stock .............................................. 5
Dividend Policy ........................................................... 6
Management's Discussion and Analysis
of Financial Condition and Results of Operations .......................... 6
Description of Business ................................................... 7
Year 2000 Considerations .................................................. 10
Description of Property ................................................... 10
Management ................................................................ 10
Executive Compensation .................................................... 11
Selling Stockholders ...................................................... 11
Principal Stockholders .................................................... 12
Certain Relationships and Related Transactions ............................ 13
Legal Matters ............................................................. 13
Experts ................................................................... 13
Additional Information .................................................... 13
Changes in and Disagreements with Accountants on .......................... 14
Accounting and Financial Disclosure
Disclosure of Commission's Position on Indemnification
for Securities Act Liabilities ............................................ 14
Index to Financial Statements ............................................. F-1

<PAGE>

PRELIMINARY PROSPECTUS

(subject to completion)

WHISPERING OAKS INTERNATIONAL, INC.
600,000 SHARES OF COMMON STOCK

THE OFFERING

PER SHARE TOTAL
--------- -----

PUBLIC PRICE $1.00 $600,000

This prospectus covers an aggregate of 600,000 shares of our common stock which
are owned and will be resold, from time to time, by three of our stockholders.
We will not receive any money from the stockholders when they sell their shares,
but we will pay all of the expenses related to this registration statement.

There is currently no public market for our common stock. It is not listed on
any national securities exchange or any other securities market.

The securities offered hereby are speculative and involve a high degree of risk.
You should read "Risk Factors", beginning on page 2.

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.

May __, 2000

<PAGE>

RISK FACTORS

Because we have a limited operating history, our business in unproved.

Our limited operating history and losses to date make it difficult to evaluate
our business. Whispering Oaks International was organized in December 1997. Our
business is to buy and sell thoroughbred horses. Since our incorporation, we
have bought and sold 8 broodmares. Because of our limited operating history and
net losses, it is extremely difficult to evaluate our business and prospects.
Our revenue and income potential are unproven.

If Pam Halter is unable to buy and resell thoroughbred horses at a profit, our
business will fail.

Whispering Oaks buys and sells thoroughbred horses. We rely principally on the
advice of Pam Halter to buy or sell a horse. The success of our business will
depend, initially, on Ms. Halter's skill and expertise in evaluating the
potential profitability of buying for relatively quick resale thoroughbred
horses. While Ms. Halter has been engaged in the thoroughbred horse racing
business most of her adult life, she has very limited experience in buying and
reselling horses as a principal business.

Only one executive officer has experience in our business.

One of the two executive officers of Whispering Oaks, Kevin B. Halter, Jr., does
not have significant experience in thoroughbred horse racing, breeding, training
or in buying and selling horses.

Our business will likely fail if we lose the services of Pam Halter.

Our future success depends on the continued service of Pam Halter. If she leaves
Whispering Oaks and we are unable to replace her with a person that has
comparable knowledge of thoroughbred horses, Whispering Oaks would have
difficulty in succeeding.

We will not receive any amount from this offering. We are uncertain we can
obtain sufficient capital to buy and maintain a significant stable of horses.

The common stock offered under this prospectus by the selling stockholders will
not provide any funds to Whispering Oaks. Since inception, we have been largely
dependent upon management loans when we required funds. However, unless we are

<PAGE>

able to raise additional capital to enable us to buy a significant number of
thoroughbred horses and maintain them until they are ready to be sold, we will
not realize our business objectives and potential and will likely not succeed.
We may not be able to obtain financing on terms favorable to us. If we raise
capital through the sale of equity securities, our stockholders may experience
dilution of their ownership interest and the newly issued securities may have
rights superior to those of the common stock. If we are able to borrow funds, we
may be subject to limitations on our operations, including limitations on the
payment of dividends.

If our executive officers do not advance the necessary working capital, our
business will fail.

Since inception, our management, through Halter Capital Corporation, a company
management owns, has made non-interest bearing demand loans to Whispering Oaks
to fund its operations. If they refuse to make additional loans and we are
unable to raise capital from other sources, our business will fail.

FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking statements. We intend to
identify forward-looking statements in this prospectus using words such as
"may", "expect", "anticipate", "believe", "estimate", "intend" "continue" or
similar words. Such statements reflect our beliefs as well as assumptions we
have made using information currently available to us. Because these statements
demonstrate our current views concerning future events, these statements involve
assumptions, risks and uncertainties. Actual future results may differ
significantly from the results discussed in the forward-looking statements.
Some, but not all, of the factors that may cause these differences include those
discussed in the Risk Factors section beginning on page 2 of this prospectus.
One should not place undue reliance on such forward-looking statements that
speak only as of the date of this prospectus.

<PAGE>

WHISPERING OAKS INTERNATIONAL

Whispering Oaks International was incorporated under the laws of the State of
Texas on December 8, 1997. We formed Whispering Oaks to engage in the
acquisition and sale of thoroughbred racing stock of every age from broodmares,
weanlings and yearlings to racehorses and stallions. Our principal office is
located at 16910 Dallas Parkway, Suite 100, Dallas, Texas 75248 and our
telephone number is (972)248-1922.

USE OF PROCEEDS

Whispering Oaks will not receive any proceeds from the registration or sale of
the shares of common stock covered by this prospectus. However we will pay the
expenses of this offering.

NO MARKET FOR OUR COMMON STOCK

There is currently no public market for Whispering Oaks' common stock. We cannot
assure you that any trading market for our shares will exist following this
offering, or that investors in the shares will be able to resell their shares at
any price.

SHARES ELIGIBLE FOR FUTURE SALE

Whispering oaks has 2,525,000 shares of common stock outstanding including the
600,000 shares covered by this prospectus. In the event those 600,000 shares are
sold in this offering, they will be freely tradable in the United States if a
market for our stock develops. All of the remaining 1,925,000 shares are
"restricted securities" under Rule 144 of the Securities Act of 1933.
Ordinarily, a person holding restricted securities for a period of one year may,
every three months, sell in routine brokerage transactions an amount equal to
the greater of one percent of a company's then outstanding common stock or the
average weekly trading volume during the four calendar weeks prior to the
person's sales. Rule 144 also permits sales by a person who is not an affiliate
of the company and who has held the shares for two years without any quantity
limitation. Of the 1,925,000 "restricted" shares, Kevin B. Halter, Pam Halter

<PAGE>

and Kevin B. Halter, Jr., the officers and directors of Whispering Oaks, own an
aggregate of 1,900,000 that they acquired in December 1997. All of the 1,925,000
restricted shares are eligible for resale under Rule 144.

PLAN OF DISTRIBUTION

This prospectus relates to the offer and sale from time to time of the 600,000
shares by Kevin B. Halter, Pam Halter and Kevin B. Halter, Jr., the selling
shareholders, for $1.00 per share. Whispering Oaks has registered these shares
for sale to provide the selling shareholders with freely tradable securities.
But registration does not necessarily mean that any of such shares will be
offered or sold by the selling shareholders. Whispering Oaks will not receive
any proceeds from the sale of these shares by the selling shareholders but will
pay all of the expenses of registration.

The selling shareholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of these shares
on any stock exchange, market or trading facility on which the shares are traded
or in private transactions. Such pledgees, assignees and successors-in-interest,
if any, will be identified in a subsequent prospectus.

LEGAL PROCEEDINGS

Whispering Oaks is not a party to any pending litigation nor is it aware of any
threatened legal proceedings.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of Whispering Oaks consists of 125,000,000 shares
of common stock with a par value of $0.001 per share. As of the date of this
prospectus, we had issued and outstanding 2,525,000 shares that were held by
four shareholders.

Holders of common stock are entitled to:

o one vote for each share held of record on all matters submitted to a vote
of stockholders;

o receive ratably dividends as may be paid on the shares;

o share ratably in all remaining assets after payment of all liabilities upon
liquidation and dissolution.

<PAGE>

Holders of common stock do not have preemptive, conversion or redemption rights.
All 2,525,000 outstanding shares are fully paid and non-assessable.

DIVIDEND POLICY

Whispering Oaks has never paid or declared a cash dividend on its common stock
and we do not intend to pay cash dividends in the foreseeable future.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Results of Operations

Whispering Oaks began operations on January 19, 1998 with the purchase of eight
broodmares for approximately $221,000. In December 1998, we sold all but one
broodmare and one foal for gross proceeds of approximately $238,000. Whispering
Oaks sold the remaining foal in the second quarter of 1999 for gross proceeds of
approximately $26,000. Whispering Oaks accounts for all purchased livestock at
our original cost and assigns no basis to foals delivered by a broodmare. Our
gross profits were approximately $110,000 for the year ended December 31, 1998
and approximately $36,000 for the year ended December 31, 1999.

We incurred direct operating expenses of approximately $115,000 for the year
ended December 31, 1998 and approximately $20,000 for the year ended December
31, 1999. During the three months ended March 31, 2000 and 1999, respectively,
Whispering Oaks incurred direct expenses related to livestock of approximately
$(174) and $3,382. The credit for the first quarter of 2000 results from a final
adjustment and refund of insurance premiums on Whispering Oaks' former livestock
stable.

<PAGE>

Whispering Oaks adopted the provisions of AICPA Statement of Position 98-5,
"Reporting on the Costs of Start- Up Activities" whereby all organization and
initial costs incurred with the incorporation and initial capitalization of
Whispering Oaks were charged to operations as incurred. Accordingly, these costs
are a component of our general and administrative expenses of approximately
$9,700 for the year ended

December 31, 1998 and $-0- for the year ended December 31, 1999. General and
administrative expenses for the first quarter of 2000 were for audit and legal
expenses directly related to Whispering Oaks' reporting requirements under The
Securities Exchange Act of 1934 and the registration statement in which this
prospectus is included.

Whispering Oaks incurred a net loss of approximately $76,000, $0.15 per share,
for the year ended December 31, 1998, and net income of approximately $5,000,
$0.01 per share, for the year ended December 31, 1999. As noted elsewhere in
this prospectus, Whispering Oaks does not pay any compensation to its
management, Kevin B. Halter, Pam Halter and Kevin B. Halter, Jr., for their
services to Whispering Oaks. If Whispering Oaks had the resources to pay and did
pay even nominal compensation to its management, Whispering Oaks would have
incurred greater losses in fiscal 1998 and a net loss in fiscal 1999, as well as
greater losses in first quarter of 2000 and 1999, respectively.

Whispering Oaks experienced net loss of approximately $(10,000) and $(7,300) for
the three months ended March 31, 2000 and 1999, respectively.

Liquidity and Capital Resources

In January 1998, Whispering Oaks sold in a private transaction 25,000 post-split
shares of common stock for $25,000. Whispering Oaks has also, from time to time,
made non-interest-bearing demand loans from management in order to continue
operations. During 1998, we borrowed a net of $70,000 from management. During
1999, we paid back $12,000. As of the date of this prospectus, we owe management
approximately $59,000. Management has agreed to continue to make non-interest
bearing loans, as needed, during the next 12 months to provide capital to
purchase horses.

We must raise additional capital to continue our business of buying and selling
thoroughbred horses. However, we do not have at this time any prospects or
sources for raising any additional debt or equity capital, other than through
non-interest bearing loans from management.

<PAGE>

DESCRIPTION OF THE BUSINESS

Whispering Oaks buys and sells thoroughbred racing stock of every age from
broodmares, weanlings and yearlings to racehorses and stallions. We plan to
concentrate, at least for the foreseeable future, our efforts in the purchase
and sale of weanlings and yearlings at auctions, commonly referred to as
"Pinhooking". The following discussion is based on management's knowledge and
experience in the thoroughbred horse racing business and the Blood-Horse
publications, the industry bible.

Industry Overview and Opportunity

Essentially pinhooking is the purchase of thoroughbred weanlings and yearlings
at various horse auctions with a view to resell them a few months later at
similar auctions. To understand pinhooking, one must understand some basic
facts.

All horses have common birthdays on January 1, regardless when they are born.
Thoroughbred horses are bred to be born anywhere from January to June. So if a
horse is born in June, it is considered a late foal. If it is born in January,
it is considered an early foal. Obviously an early foal is preferred over a late
foal, since a horse born in June will officially be one year old on January 1
when in reality it is only six months old. Horses are called weanlings until
they reach the age of one, yearlings until they reach the age of two.

The great majority of racing stock is bought at various auctions throughout the
United States. These are referred to as "sales". The key to successful
pinhooking is to gage the market, ascertain the most popular bloodlines, know
the best price ranges in which to re-sell the purchased horses, etc. Pinhooking
is an art, which demands continuous attention to the ever-changing market.
Simply put, buy low and be able to sell high.

We believe the risk/reward ratio of pinhooking is attractive because, on the
downside, the worst case scenario will still return a portion of the purchase
price of a horse sold at a loss. Also, unlike horse racing, where racing careers
can be terminated rather swiftly due to permanent injury, the likelihood of an
injury that would keep a yearling out of a sale is relatively small.

<PAGE>

Business Plan

In general, we intend to operate in a number of areas, all involving the
purchase and sale of thoroughbred horses. We intend to borrow capital from
financial institutions to fund our operations. If we are unable to do so,
management has agreed to advance the funds necessary for our operations.

Our primary operations and their criteria are as follows:

1) Purchase of weanlings in the fall, to be resold as yearlings in the
spring.

2) Purchase of yearlings in the fall, to be resold as two-year olds in
the Spring.

3) Purchase of broodmares in foal in the spring. The offspring to be born
within 30-60 days from purchase date would be sold as weanlings in the
fall. After giving birth, the broodmares would immediately be bred to
selected stallions, thus giving Whispering Oaks the option to:

a. sell the broodmares in foal durin the fall of current year or
spring of the following year.

b. sell the foals in the spring of the following year.

4) Purchase quality stallions for breeding purposes.

We insure all of our horses for mortality.

Whispering Oaks does not own any stables or other facilities to board or
maintain the horses we own and buy in the future. We plan to board our horses at
one of many boarding and training facilities that are available throughout
Florida, Kentucky and California and that offer us the best arrangement for
maintaining and enhancing the profitability of our stock. As of the date of this
prospectus, we do not own any horses.

Whispering Oaks has no employees. Kevin B. Halter and Pam Halter devote all the
time that is necessary to attend sales and operate the business, at no cost to
Whispering Oaks. We do not plan to hire any paid employee in the foreseeable
future. We estimate that each will spend approximately 150 hours per year
attending sales and operating our business.

<PAGE>

Competition

Whispering Oaks is a very small player in the thoroughbred racehorse trading
business. We have limited resources. We complete by using our skill in
evaluating horses for resale before we buy them. While we consider bloodlines
and the win-loss records of a particular horses' linage as well as other
factors, our success will depend in large measure on our innate ability to
evaluate the potential resale value of a horse and to raise sufficient capital
to purchase and maintain the horse until we sell it. We will rely almost
exclusively on Pam Halter to evaluate a horse and to management to raise the
capital to buy any horse we believe to be a good investment. We expect to bid
against many horse traders at the "sales" that have far greater financial
resources and more experience in buying and selling horses than we have.

<PAGE>

YEAR 2000 CONSIDERATIONS

Whispering Oaks has not had and does not expect to have any Y2K problems in any
aspects of its business.

DESCRIPTION OF PROPERTY

Whispering Oaks neither owns or leases nor plans to own or lease any physical
property or facility. Any horse we own will be boarded at non-affiliated
stables. Management furnishes our corporate offices, without charge.

MANAGEMENT

The directors and officers of Whispering Oaks are listed below with information
about their respective backgrounds.

Name Age Position
- ---- --- --------

Kevin B. Halter 64 Chairman, President, CEO & Director

Pam Halter 44 Director

Kevin B. Halter, Jr. 39 Vice President, Secretary, Treasurer &
Director

Kevin B. Halter has served as Chairman, President, CEO and a director of
Whispering Oaks since December 1997. Mr. Halter has served as Chairman of the
Board and Chief Executive Officer of Halter Capital Corporation, a privately
held investment and consulting company, since 1987. Mr. Halter has served as
Chairman of the Board and President of Millennia, Inc. and Chairman of the Board
of Digital Communications Technology Corporation since 1994. Mr. Halter is the
husband of Pam Halter and the father of Kevin B. Halter, Jr.

<PAGE>

Pam J. Halter has served as a director of Whispering Oaks since December 1997.
Ms. Halter has been involved in various facets of horse racing since age
sixteen, culminating with her successful record as a trainer. Since her
retirement from training, she became a successful owner of a small stable of
horses attaining in 1995 the highest win percentage , 21.8%, at Louisiana Downs.
Her respected reputation in the industry combined with her exceptionally keen
eye in recognizing prime racing prospects based upon their physical attributes,
makes her an invaluable member of the management team. She does not provide
services to other persons or entities that are similar to the services she
provides Whispering Oaks. Ms. Halter is the wife of Kevin B. Halter.

Kevin B. Halter, Jr. has served as Vice President, Secretary, Treasurer and a
director of Whispering Oaks since December 1997. Mr. Halter also serves as Vice
President and Secretary of Halter Capital Corporation. He is the President of
Securities Transfer Corporation, a stock transfer company registered with the
Securities and Exchange Commission, a position that he has held since 1987. Mr.
Halter has served as Vice President, Secretary and a director of Millennia, Inc.
and Digital Communications Technology Corporation since 1994. Kevin B. Halter,
Jr. is the son of Kevin B. Halter.

All directors hold office until the next annual meeting of the shareholders of
Whispering Oaks scheduled to be held July 1, 2000, and until their successors
have been elected and qualified. Officers serve at the discretion of the Board
of Directors. Kevin B. Halter estimates he will devote over a 52 week period an
average of three hours a week of his time to Whispering Oaks' business and Kevin
B. Halter, Jr. less than one hour per week of his time. Kevin B. Halter, Jr.
does not have significant experience in any aspect of the thoroughbred horse
racing business. However, Kevin B. Halter has several years experience in buying
and selling horses at sales. Mr. Halter believes that he is a good judge of
horse bloodlines. Combined with Ms. Halter's experience and talents in assessing
horse confirmations (builds) and breeding, Whispering Oaks management believes
that it has the requisite ability to make Whispering Oaks a successful business.

EXECUTIVE COMPENSATION

Whispering Oaks pays no compensation to its officers and directors currently and
has paid no compensation in any amount or of any kind to its executive officers
or directors since inception.

SELLING STOCKHOLDERS

This prospectus relates to the offering by the selling stockholders for their
own account of shares acquired by them as original investors in Whispering Oaks.

<PAGE>

The following table sets forth information with respect to the common stock
beneficially owned by the selling stockholders as of the date of this prospectus
and assuming sale of the 600,000 shares covered by this prospectus.

Selling Number of Number Number of shares
stockholder shares owned shares owned after
prior to the offering to be sold the offering (1)
- ----------- --------------------- ---------- ----------------

Pam Halter 250,000 100,000 150,000
Kevin B. Halter 1,000,000 200,000 800,000
Kevin B. Halter, Jr. 1,250,000 300,000 950,000

(1) Assumes the sale of all shares of common stock offered by this prospectus.

PRINCIPAL STOCKHOLDERS

The following table sets forth beneficial ownership information, as of the date
of this prospectus, of our common stock for:

o each person known by Whispering Oaks to our beneficially more than 5%
of our common stock;

o each of our directors;

o each of our executive officers;

o our current executive officers and directors as a group.

Name and Address(a) Shares owned Percentage
- --------------------------------------------------------------------------------

Kevin B. Halter 1,000,000 39.6%
Pam Halter 250,000 9.9%
Kevin B. Halter, Jr. 1,250,000 49.5%

Executive officers and directors as 2,500,000 99%
a group, three persons

(a) The address for each person is 16910 Dallas Parkway, Suite 100, Dallas
Texas 75248.

<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In order to maintain liquidity, Whispering Oaks has obtained
non-interest-bearing advances from entities owned by Whispering Oaks management.
These advances are payable on demand. At December 31, 1998 Whispering Oaks owed
approximately $70,000. As of the date of this prospectus, we owe approximately
$59,000 to these entities.

In January 1998, Kevin B. Halter purchased 1,000,000 shares of our common stock
for $.002 per share. At that time and for the same price, Pam Halter purchased
250,000 shares and Kevin B. Halter, Jr. purchased 1,250,000 shares.

LEGAL MATTERS

Dominic M. Federico, attorney at law, Dallas, Texas, has passed upon the
validity of the common stock covered by this registration statement for
Whispering Oaks.

EXPERTS

The financial statements included in the registration statement on Form SB-2
have been audited by S. W. Hatfield, CPA, independent certified accountant, to
the extent and for the periods set forth in his report, and are included herein
in reliance upon the authority of said firm as experts in auditing and
accounting.

ADDITIONAL INFORMATION

Whispering Oaks is currently subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended, and has in the past filed, and will
continue in the future to file, periodic reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any of these reports at the following public reference rooms maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, or at
the regional offices of the Commission located at 7 World Trade Center, Suite
1300, New York, NY, or at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, IL 60661.

<PAGE>

You may obtain information on the operation of the public reference rooms by
calling the Commission at 1- 800-SEC-0330. You may also obtain copies of this
information by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C., 20549. The Commission also maintains an
Internet website that contains these reports and information about issuers, like
Whispering Oaks, who file electronically with the Commission. The address of
that site is: http://www.sec.gov.

Whispering Oaks has filed with the Commission a registration statement including
exhibits and information, which the Commission permits the registrant to omit
from the prospectus, on Form SB-2 under the Securities Act of 1933, as amended,
with respect to the common stock covered by this prospectus. Statements
contained in this prospectus as to the contents of any contract, agreement or
other document referred to are not necessarily complete and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the registration statement. You may obtain copies of the registration
statement, including exhibits and other information about Whispering Oaks, by
contacting the Commission in the manner and at the addresses referenced above.

You should rely only on the information provided in this prospectus or any
prospectus supplement. Neither Whispering Oaks nor the selling shareholders have
authorized anyone else to provide you with different information. Neither
Whispering Oaks nor the selling shareholders are making an offer to sell, nor
soliciting an offer to buy, these securities in any jurisdiction where that
would not be permitted or legal.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

None.

DISCLOSURE OF COMMISSION'S POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES.

The Articles of Incorporation of Whispering Oaks provide that no director or
officer shall be directly liable for damages incurred in connection with legal
proceedings brought about by reason of being an officer or director if the
person is not ultimately adjudged liable for negligence or misconduct in the
action.

<PAGE>

The Texas Business Corporation Act contains provisions relating to
indemnification of officers and directors. Generally, this section provides that
a corporation may indemnify any person who was or is a party to any threatened,
pending or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in right of the
corporation by reason of the fact that he was a director, officer, employee or
agent of the corporation. It must be shown that he acted in good faith and in a
manner he reasonably believed to be in the best interest of the corporation.
Generally, no indemnification may be made where the person has been determined
to be negligent or guilty of misconduct in the performance of his duty to the
corporation.

As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers and controlling persons of Whispering Oaks, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy and unenforceable. In
the event that a claim for indemnification against such liabilities, other than
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person in connection with 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 Securities
Act and will be governed by the final adjudication of such issue.

<PAGE>

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 25. Other Expenses of Issuance and Distribution.

The estimated expenses of the registration, all of which will be paid
by Whispering Oaks, are as follows:

SEC Filing fee $ 181.81
Printing Expense $ 800.00
Accounting Fees and Expenses $ 3,780.00
Legal Fees and Expenses $13,510.00
Blue Sky Fees and Expenses -0-
----------
TOTAL $18,271.81

Item 26. Recent Sales of Unregistered Securities

Upon its incorporation in December 1997, Whispering Oaks issued 1,000,000 shares
of common stock to Kevin B. Halter, 250,000 shares to Pam Halter and 1,250,000
shares to Kevin B. Halter, Jr. for $0.002 per share consideration, after giving
effect to a 5 for 1 stock split. In January, 1998, Whispering Oaks sold 25,000
shares of common stock to VLM Enterprises, Inc., a non-affiliated entity, for $1
per share, after giving effect to said stock split. Whispering Oaks relied on
Section 4(2) of the Securities Act of 1933 as its exemption from the
registration requirements of said Act in connection with each of these sales.
VLM Enterprises, Inc. is an accredited investor. It was given complete access to
the business, books, records and management of Whispering Oaks.

Item 27. Exhibits.

3.1 Articles of Incorporation of Whispering Oaks
International, Inc.*
3.1(a) Amendment to Articles of Incorporation **
3.2 Bylaws of Whispering Oaks International, Inc.*
4.1 Specimen Stock Certificate for Common shares*

II-1

<PAGE>

5.1 Opinion of Dominic M. Federico, Esq. **
23.1 Consent of S.W. Hatfield, C.P.A. **
23.2 Consent of Dominic M. Federico, Esq. **
27 Financial Data Schedule**

* previously filed with the Form 10-SB, File No. 0-26947 of
Whispering Oaks International, Inc.
** previously filed with this registration statement.
*** filed herewith

Item 28. 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 the registration statement:

(a) To include any prospectus required under Section 10(a) (3)
of the Securities Act.

(b) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth
in the registration statement.

(c) 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, each such post- effective amendment shall be deemed to be a new

II-2

<PAGE>

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 being registered that remain unsold at the termination of
the offering.

"Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer 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 small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
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 small business issuer 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 whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Whispering Oaks
International, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form SB-2 and has duly caused this
Amendment Number 3 to this registration statement to be signed on its behalf by
the undersigned thereunto duly authorized, in the City of Dallas, State of
Texas, on the 8th day of May, 2000.

WHISPERING OAKS INTERNATIONAL, INC.

May 8, 2000

By: /s/ Kevin B. Halter
- ----------------------------------
Kevin B. Halter, President
And Chief Executive Officer
(Principal Executive Officer)

II-3

<PAGE>

In accordance with the requirements of the Securities Act of 1933, this
Amendment Number 3 was signed by the following persons in the capacities and on
the dates indicated.

May 8, 2000

By: /s/ Kevin B. Halter, President, Chief Executive Officer and Director
--------------------
Kevin B. Halter

May 8, 2000

By: /s/ Kevin B. Halter, Jr., Vice President, Secretary, Treasurer, and Director
------------------------
Kevin B. Halter, Jr.

II-4

<PAGE>

WHISPERING OAKS INTERNATIONAL, INC.

CONTENTS

Page
----
Annual Financial Statements
Report of Independent Certified Public Accountants F-2
Balance Sheets as of December 31, 1999 and 1998 F-3
Statements of Operations and Comprehensive Income
for the years ended December 31, 1999 and 1998 F-4
Statement of Changes in Stockholders' Equity
for the years ended December 31, 1999 and 1998 F-5
Statements of Cash Flows
for the years ended December 31, 1999 and 1998 F-6
Notes to Financial Statements F-7

Interim Financial Statements
Accountant's Review Report F-10
Balance Sheets as of March 31, 2000 and 1999 F-11
Statements of Operations and Comprehensive Income
for the three months ended March 31, 2000 and 1999 F-12
Statements of Cash Flows
for the three months ended March 31, 2000 and 1999 F-13
Notes to Financial Statements F-14

F-1

<PAGE>

S. W. HATFIELD, CPA
certified public accountants

Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------

Board of Directors and Stockholders
Whispering Oaks International, Inc.

We have audited the accompanying balance sheets of Whispering Oaks
International, Inc. (a Texas corporation) as of December 31, 1999 and 1998 and
the related statements of operations and comprehensive income, changes in
stockholders' equity and cash flows for the years ended December 31, 1999 and
1998, respectively. These 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 generally accepted auditing
standards. 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. 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 financial statements referred to above present fairly, in
all material respects, the financial position of Whispering Oaks International,
Inc. as of December 31, 1999 and 1998 and the related statements of operations,
changes in stockholders' equity and cash flows for the years ended December 31,
1999 and 1998, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has no significant assets and is dependent
upon significant shareholders to provide sufficient working capital to maintain
the integrity of the corporate entity. These circumstances create substantial
doubt about the Company's ability to continue as a going concern and are
discussed in Note A. The financial statements do not contain any adjustments
that might result from the outcome of these uncertainties.

S. W. HATFIELD, CPA
Dallas, Texas
January 24, 2000

P. O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 [email protected]
F-2

<PAGE>

<TABLE>

WHISPERING OAKS INTERNATIONAL, INC.
BALANCE SHEETS
December 31, 1999 and 1998

ASSETS
------
1999 1998
-------- --------
<S> <C> <C>
Current assets
Cash on hand and in bank $ 18,036 $ 15,266
-------- --------

Livestock -- 32,000
Accumulated depreciation -- (10,225)
-------- --------

Net livestock -- 21,775
-------- --------

TOTAL ASSETS $ 18,036 $ 37,041
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities
Accounts payable - trade $ -- $ 12,231
Advances from affiliates 58,925 70,705
-------- --------

Total liabilities 58,925 82,936
-------- --------

Commitments and contingencies

Stockholders' equity
Common stock - $0.001 par value
125,000,000 shares authorized
2,525,000 issued and outstanding, respectively 2,525 2,525
Additional paid-in capital 27,475 27,475
Contributed capital 20,000 15,000
Accumulated deficit (90,889) (90,895)
-------- --------

Total stockholders' equity (40,889) (45,895)
-------- --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 18,036 $ 37,041
======== ========

</TABLE>

The accompanying notes are an integral part of these financial statements.
F-3

<PAGE>

WHISPERING OAKS INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Years ended December 31, 1999 and 1998

1999 1998
----------- -----------
Revenues
Sales of livestock $ 46,728 $ 238,347

Cost of Sales
Net capitalized cost of livestock 11,108 127,907
----------- -----------

Gross Profit 35,620 110,440
----------- -----------

Operating expenses
Livestock expenses 15,623 104,806
Executive compensation contributed
by a controlling shareholder 5,000 15,000
General and administrative expenses 4,297 9,711
Depreciation 10,667 71,818
----------- -----------

Total operating expenses 35,614 201,335
----------- -----------

Income (Loss) from operations 6 (90,895)

Other income (expense) -- --
----------- -----------

Income (Loss) before income taxes 6 (90,895)

Provision for income taxes -- --
----------- -----------

Net Income (Loss) 6 (90,895)

Other comprehensive income -- --
----------- -----------

Comprehensive Income (Loss) $ 6 $ (90,895)
=========== ===========

Income (Loss) per weighted-average share
of common stock outstanding, computed
on net loss - basic and fully diluted nil $ (0.04)
=========== ===========

Weighted-average number of
common shares outstanding 2,525,000 2,525,000
=========== ===========

The accompanying notes are an integral part of these financial statements.
F-4

<PAGE>

<TABLE>

WHISPERING OAKS INTERNATIONAL, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Year ended December 31, 1999 and 1998

Common Stock Additional
------------ paid-in Contributed Accumulated
# shares amount capital capital deficit Total
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balances at
January 1, 1998 -- $ -- $ -- $ -- $ -- $ --

Shares issued to founders 505,000 505 29,495 -- -- 30,000
Effect of 5 for 1
forward split on
October 15, 1999 2,025,000 2,020 (2,020) -- -- --

Capital contributed by a
controlling shareholder
in the form of executive
compensation -- -- -- 15,000 -- 15,000

Net loss for the year -- -- -- -- (90,895) (90,895)
--------- --------- --------- --------- --------- ---------

Balances at
December 31, 1998 2,525,000 2,525 27,475 15,000 (90,895) (45,895)

Capital contributed by a
controlling shareholder
in the form of executive
compensation -- -- -- 5,000 -- 5,000

Net income for the year -- -- -- -- 6 6
--------- --------- --------- --------- --------- ---------

Balances at
December 31, 1999 505,000 $ 505 $ 29,495 $ 20,000 $ (90,889) $ (40,889)
========= ========= ========= ========= ========= =========

</TABLE>

The accompanying notes are an integral part of these financial statements.
F-5

<PAGE>

<TABLE>

WHISPERING OAKS INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
Years ended December 31, 1999 and 1998

1999 1998
--------- ---------
<S> <C> <C>
Cash flows from operating activities
Net income (loss) for the year $ 6 $ (90,895)
Adjustments to reconcile net loss to net
cash provided by operating activities
Gain on sale of livestock (35,620) (110,440)
Depreciation 10,667 71,818
Executive compensation contributed
by a controlling shareholder 5,000 15,000
Increase (Decrease) in accounts payable (12,231) 12,231
--------- ---------
Net cash used in operating activities (32,178) (102,286)
--------- ---------

Cash flows from investing activities
Proceeds from sales of livestock 46,728 238,347
Purchases of livestock -- (221,500)
--------- ---------
Net cash provided by investing activities 46,728 16,847
--------- ---------

Cash flows from financing activities
Advances from affiliates -- 70,305
Repayment of advances from affiliates (11,780) --
Proceeds from sale of common stock -- 30,000
--------- ---------
Net cash provided by financing activities (11,780) 100,705
--------- ---------

INCREASE IN CASH 2,770 15,266

Cash at beginning of year 15,266 --
--------- ---------

Cash at end of year $ 18,036 $ 15,266
========= =========

Supplemental disclosure of interest and income taxes paid
Interest paid for the period $ -- $ --
========= =========
Income taxes paid for the period $ -- $ --
========= =========
</TABLE>

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

F-6

<PAGE>

WHISPERING OAKS INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

Note A - Organization and Description of Business

Whispering Oaks International, Inc. (Company) was incorporated on December 8,
1997 under the laws of the State of Texas. The Company was formed to engage in
the acquisition and sale of thoroughbred race horses of every age, from
broodmares and weanlings to mature racehorses and stallions. The Company
intends, initially, to focus in the area of purchasing and selling weanlings and
yearlings at various auctions in an activity commonly referred to as
"pinhooking".

Pinhooking is essentially the purchase of thoroughbred weanlings and yearlings
at auction and reselling them at a different, but similar, auction in the near
future. The Company projects an average historical holding period of five to six
months between purchase and resale.

The Company began operations in January 1998 with its initial capitalization and
its initial livestock purchase.

On October 15, 1999, the Company's Board of Directors amended the Company's
Articles of Incorporation to modify the Company's capital structure to allow for
the issuance of up to 125,000,000 total equity shares consisting solely of
common stock with a par value of $0.001 per share and effected a five (5) for
one (1) forward stock split. The effects of these transactions are reflected in
the accompanying financial statements as of the first day of the first period
presented.

The Company has elected a year-end of December 31 and uses the accrual method of
accounting.

As of December 31, 1999, the Company has liquidated its livestock stable and has
no significant assets and owes related entities amounts in excess of available
cash. Accordingly, the Company is dependent upon management and/or significant
shareholders to provide sufficient working capital to preserve the integrity of
the corporate entity at this time. It is the intent of management and
significant shareholders to provide the sufficient working capital necessary to
support and preserve the integrity of the corporate entity for the foreseeable
future.

The preparation of financial statements in conformity with generally accepted
accounting principles 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 reporting period.
Actual results could differ from those estimates.

Note B - Summary of Significant Accounting Policies

1. Cash and cash equivalents
-------------------------

For Statement of Cash Flows purposes, the Company considers all cash on
hand and in banks, including accounts in book overdraft positions,
certificates of deposit and other highly-liquid investments with maturities
of three months or less, when purchased, to be cash and cash equivalents.

Cash overdraft positions may occur from time to time due to the timing of
making bank deposits and releasing checks, in accordance with the Company's
cash management policies.

F-7

<PAGE>

WHISPERING OAKS INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note B - Summary of Significant Accounting Policies - Continued

2. Livestock
---------

Livestock is recorded at cost and are depreciated on a straight-line basis,
over their estimated useful lives (generally 3 years). Foals delivered
after the broodmare is purchased are capitalized by the Company at a "zero
cost" basis. At December 31, 1998, the Company had one broodmare and one
foal delivered by a broodmare after acquisition by the Company in its
stable. As of December 31, 1999, the Company had liquidated its entire
stable of livestock.

3. Organization costs
------------------

The Company has adopted the provisions of AICPA Statement of Position 98-5,
"Reporting on the Costs of Start-Up Activities" whereby all organization
and initial costs incurred with the incorporation and initial
capitalization of the Company were charged to operations as incurred.

4. Income Taxes
------------

The Company uses the asset and liability method of accounting for income
taxes. At December 31, 1999 and 1998, respectively, the deferred tax asset
and deferred tax liability accounts, as recorded when material to the
financial statements, are entirely the result of temporary differences.
Temporary differences represent differences in the recognition of assets
and liabilities for tax and financial reporting purposes, primarily
accumulated depreciation and amortization, allowance for doubtful accounts
and vacation accruals.

At December 31, 1999, the Company has a net operating loss carryforward for
income purposes of approximately $70,000, after a Fiscal 1999 utilization
of approximately $5,000. If this carryforward is not fully utilized, it
will expire in 2018. As of December 31, 1999 and 1998, the deferred tax
asset related to the Company's net operating loss carryforward is fully
reserved.

5. Earnings (loss) per share
-------------------------

Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of December 31, 1999 and 1998, the Company
had no warrants and/or options outstanding.

Note C - Common Stock Transactions

F-8

<PAGE>

WHISPERING OAKS INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

Note C - Common Stock Transactions - Continued

In January 1998, as revised in March 1998, the Company prepared a Private
Placement Memorandum, utilizing an exemption from registration under Regulation
D, Rule 504 of the US Securities and Exchange Commission, intending to sell up
to 200,000 shares of Common Stock at a price of $5.00 per share. The Company
sold no shares pursuant to this Memorandum and subsequently canceled the
proposed offering.

Note D - Contributed Capital

Executive management and oversight services are provided to the Company by a
controlling shareholder. The accompanying financial statements reflect
management's estimate of the estimated fair value of the services contributed to
the Company during each fiscal year based on the time and effort required to
administer the Company's operations and affairs.

F-9

<PAGE>

S. W. HATFIELD, CPA
certified public accountants

Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants

Accountant's Review Report
--------------------------

Board of Directors and Stockholders
Whispering Oaks International, Inc.

We have reviewed the accompanying balance sheets of Whispering Oaks
International, Inc. (a Texas corporation) as of March 31, 2000 and 1999 and the
accompanying statement of operations and comprehensive income and statement of
cash flows for the three months ended March 31, 2000 and 1999. These financial
statements are prepared in accordance with the instructions for Form 10-QSB, as
issued by the U. S. Securities and Exchange Commission, and are the sole
responsibility of the company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression on an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with generally accepted accounting principles.

S. W. HATFIELD, CPA
Dallas, Texas
May 4, 2000

P. O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 [email protected]
F-10

<PAGE>

<TABLE>

Whispering Oaks International, Inc.
Balance Sheets
March 31, 2000 and 1999

(Unaudited)

March 31, March 31,
2000 1999
--------- ---------
<S> <C> <C>

ASSETS
------

Current assets
Cash on hand and in bank $ 9,284 $ --
--------- ---------

Livestock -- 32,000
Accumulated depreciation -- (12,892)
--------- ---------

Net livestock -- 19,108
--------- ---------

Total Assets $ 9,284 $ 19,108
========= =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities
Cash overdraft $ -- $ 916
Accounts payable - trade 61 14,031
Advances from affiliates 58,925 56,105
--------- ---------

Total liabilities 58,986 71,052
--------- ---------

Commitments and contingencies

Stockholders' equity
Common stock - $0.001 par value
125,000,000 shares authorized
2,525,000 issued and outstanding, respectively 2,525 2,525
Additional paid-in capital 27,475 27,475
Contributed capital 21,250 16,250
Accumulated deficit (100,952) (98,194)
--------- ---------

Total stockholders' equity (49,702) (51,944)
--------- ---------

Total Liabilities and Stockholders' Equity $ 9,284 $ 19,108
========= =========

</TABLE>

See Accountant's Review Report
The accompanying notes are an integral part of these financial statements.
F-11

<PAGE>

Whispering Oaks International, Inc.
Statements of Operations and Comprehensive Income
Three months ended March 31, 2000 and 1999

(Unaudited)

Three months Three months
ended ended
March 31, March 31,
2000 1999
----------- -----------
Revenues
Sales of livestock $ -- $ --

Cost of Sales
Net capitalized cost of livestock -- --
----------- -----------

Gross Profit -- --
----------- -----------

Operating expenses
Livestock expenses (174) 3,382
Executive compensation contributed
by a controlling shareholder 1,250 1,250
General and administrative expenses 8,987 --
Depreciation -- 2,667
----------- -----------

Total operating expenses 10,063 7,299
----------- -----------

Income (Loss) from operations (10,063) (7,299)

Other income (expense) -- --
----------- -----------

Income (Loss) before income taxes (10,063) (7,299)

Provision for income taxes -- --
----------- -----------

Net Income (Loss) (10,063) (7,299)

Other comprehensive income -- --
----------- -----------

Comprehensive Income (Loss) $ (10,063) $ (7,299)
=========== ===========

Income (Loss) per weighted-average share
of common stock outstanding, computed
on net loss - basic and fully diluted nil nil
=========== ===========

Weighted-average number of
common shares outstanding 2,525,000 2,525,000
=========== ===========

See Accountant's Review Report
The accompanying notes are an integral part of these financial statements.
F-12

<PAGE>

<TABLE>

Whispering Oaks International, Inc.
Statements of Cash Flows
Three months ended March 31, 2000 and 1999

(Unaudited)

Three months Three months
ended ended
March 31, March 31,
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities
Net income (loss) for the year $(10,063) $ (7,299)
Adjustments to reconcile net loss to net
cash provided by operating activities
Depreciation -- 2,667
Executive compensation contributed
by a controlling shareholder 1,250 1,250
Increase (Decrease) in accounts payable 61 1,800
-------- --------

Net cash used in operating activities (8,752) (1,582)
-------- --------

Cash flows from investing activities -- --
-------- --------

Cash flows from financing activities
Increase (decrease) in cash overdraft -- 916
Advances from affiliates -- (14,600)
-------- --------

Net cash used in financing activities -- (13,684)
-------- --------

Increase (Decrease) in Cash (8,752) (15,266)

Cash at beginning of year 18,036 15,266
-------- --------

Cash at end of year $ 9,284 $ --
======== ========

Supplemental disclosure of interest and income taxes paid
Interest paid for the period $ -- $ --
======== ========
Income taxes paid for the period $ -- $ --
======== ========

</TABLE>

See Accountant's Review Report
The accompanying notes are an integral part of these financial statements.
F-13

<PAGE>

Whispering Oaks International, Inc.

Notes to Financial Statements

Note A - Organization and Description of Business

The Company began operations in January 1998 with its initial capitalization and
its initial livestock purchase.

The Company has elected a year-end of December 31 and uses the accrual method of
accounting.

During interim periods, the Company follows the accounting policies set forth in
its Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 on Form SB-2 filed with the U. S. Securities and Exchange Commission on
February 14, 2000. The information presented herein may not include all
disclosures required by generally accepted accounting principles and the users
of financial information provided for interim periods should refer to the annual
financial information and footnotes contained in its Annual Report Pursuant to
Section 13 or 15(d) of The Securities Exchange Act of 1934 on Form 10-SB when
reviewing the interim financial results presented herein.

In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the instructions for Form 10-QSB, are unaudited and
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, results of
operations and cash flows of the Company for the respective interim periods
presented. The current period results of operations are not necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending December 31, 2000.

F-14

<PAGE>

Whispering Oaks International, Inc.

Notes to Financial Statements - Continued

Note A - Organization and Description of Business - Continued

Note B - Summary of Significant Accounting Policies

1. Cash and cash equivalents
-------------------------

Cash overdraft positions may occur from time to time due to the timing of
making bank deposits and releasing checks, in accordance with the Company's
cash management policies.

2. Livestock
---------

3. Organization costs
------------------

4. Income Taxes
------------

The Company uses the asset and liability method of accounting for income
taxes. At March 31, 2000 and 1999, respectively, the deferred tax asset and
deferred tax liability accounts, as recorded when material to the financial
statements, are entirely the result of temporary differences. Temporary
differences represent differences in the recognition of assets and
liabilities for tax and financial reporting purposes, primarily accumulated
depreciation and amortization, allowance for doubtful accounts and vacation
accruals.

At December 31, 1999, the Company has a net operating loss carryforward for
income purposes of approximately $70,000, after a Fiscal 1999 utilization
of approximately $5,000. If this carryforward is not fully utilized, it
will expire in 2018. As of March 31, 2000 and 1999, the deferred tax asset
related to the Company's net operating loss carryforward is fully reserved.

F-15

<PAGE>

Whispering Oaks International, Inc.

Notes to Financial Statements - Continued

Note B - Summary of Significant Accounting Policies - Continued

5. Earnings (loss) per share
-------------------------

Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of March 31, 2000 and 1999, the Company
had no warrants and/or options outstanding.

Note C - Common Stock Transactions

Note D - Contributed Capital

Executive management and oversight services are provided to the Company by a
controlling shareholder. The accompanying financial statements reflect
management's estimate of the estimated fair value of the services contributed on
a quarterly basis to the Company during each fiscal year based on the time and
effort required to administer the Company's operations and affairs.

(Remainder of this page left blank intentionally.)

F-16

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the use in Form SB-2/A-3 Registration Statement under The
Securities Act of 1933 of Whispering Oaks International, Inc. (a Texas
corporation) of our report dated January 24, 2000 on the financial statements of
Whispering Oaks International, Inc. as of December 31, 1999 and 1998 and for the
each of the years then ended, accompanying the financial statements contained in
such Form SB-2/A-3 Registration Statement Under The Securities Act of 1933, and
to the use of our name and the statements with respect to us as appearing under
the heading "Experts".

/s/ S. W. HATFIELD, CPA
-------------------
S. W. HATFIELD, CPA
Dallas, Texas
May 4, 2000

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