The Company conducts business under the name "Biocurex Inc."

Plan of Operation

Biocurex is involved in developing cancer detection technology and:

o has developed a cancer detection kit which stains cancer cells, thereby allowing a pathologist to easily view the cancer cells with the use of a microscope,
o has developed the Cryo-RECAF(TM) diagnostic kit which can be used by pathologists during surgery to determine whether cancer cells are benign or malignant, and
o is working on the development of a screening assay which can detect multiple cancers from a blood (serum) sample.

The FDA lists the Histo-RECAF(TM) kit as a Class I medical device in its device listing database. As a Class I medical device the Histo-RECAF(TM) kits may be sold in the United States as a staining test for AFP receptors (a.k.a. RECAF(TM)) in tissues. Biocurex has not applied to the FDA, Canada's Health Products and Food Branch, or any other regulatory authority for permission to sell the Cryo-RECAF(TM) kit on a commercial basis. Due to the costs involved in manufacturing and marketing, Biocurex plans to license its Histo-RECAF(TM) and Cryo-RECAF(TM) technology to third parties. As of April 30, 2009, Biocurex had not sold any Histo-RECAF(TM) or Cryo-RECAF(TM) test kits and had not licensed the technology pertaining to these kits to any third parties.

As explained in its annual report on Form 10-K for the year ended December 31, 2008, Biocurex has developed a serum based cancer screening assay and has licensed certain aspects of the serum assay technology to third parties. The licensing agreements are semi-exclusive thus allowing for more than one licensee. Biocurex expects to enter into other licensing agreements in 2008. Biocurex retained all rights to its prototype format, a radio-immunoassay ("RIA"), which it plans to commercialize directly to clinical laboratories as Analyte Specific Reagents ("ASRs") for production of "home-brew" tests. A home-brew test is a test developed by a clinical laboratory using one or more ASRs, general laboratory reagents and/or general laboratory instruments for diagnostic purposes. The FDA issued a new regulation in November of 1997 classifying ASRs based on risk to public health. The regulation allows certain individual reagents to be available for clinical laboratories to use in their own in-house developed (home-brew) tests, without requiring manufacturers to obtain approval from the FDA for the majority of individual reagents. This regulation could allow clinical laboratories to produce RECAF(TM) tests based on Biocurex's RIA without the need for a lengthy FDA approval process.

For more information visit http:// www.aacc.org/govt/asr.htm.

During the twelve months ending December 31, 2009, Biocurex:

o plans to continue its efforts to license the Histo-RECAF(TM) technology to third parties.

o plans to enter into agreements relating to its RIA chemiLuminescence and ELISA blood tests with clinical laboratories using ASRs.

o intends to license its Serum-RECAF(TM) to other major bio-pharma companies.

o plans to, if necessary, continue to raise capital in order to fund Biocurex's operations and research and development.

o plans to sell serum RECAF tests directly in China and through other clinical laboratories in countries.

o plans to continue research in the areas of therapeutics and imagery.

During the twelve months ending December 31, 2009 it is expected that all research and development work, as well as production of ASR's for blood test sales, will be performed by Pacific Biosciences on behalf of Biocurex.

Liquidity and Capital Resources
-------------------------------

      Biocurex's sources and (uses) of cash during the six months ended June 30,
2009 were:

            Cash used in operations                               $(135,170)
            Patent costs                                            (31,544)
            Sale of investment securities                            12,608
            Repayment of convertible notes                          (36,250)
            Sale of common stock, net of offering costs             222,500

Biocurex's sources and (uses) of cash during the six months ended June 30, 2008 were:

            Cash provided by operations                          $  164,644
            Patent costs                                           (147,129)
            Sale of investment securities                            18,378
            Loans from related parties                                1,652
            Repayment of convertible notes                         (425,000)
            Sale of common stock                                    234,933
            Cash on hand at January 1, 2008                          45,625

Convertible Notes and Warrants

On June 29, 2007, Biocurex sold convertible notes, plus warrants, to two private investors for $3,000,000. These notes bear interest annually at a rate of prime (as adjusted monthly on the first business day of each month) plus

2.75% per year. These notes are due and payable on June 29, 2010 and are secured by substantially all of Biocurex's assets.

Interest on these notes is payable monthly and is due the first of every month. Biocurex is also required to make monthly payments of $100,000 towards the principal amount of the notes. If Biocurex fails to make any interest or principal payment when due, the notes will become immediately due and payable.

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

Biocurex intends to repay the notes, plus accrued interest, with cash on hand, proceeds from the sale of Biocurex's securities and shares of its common stock.

For more detailed information concerning the notes and warrants see Biocurex's 8-K reports filed on June 29, 2007 and February 6, 2009.

Capital Requirements
--------------------

      Biocurex anticipates that its capital requirements for the twelve months
ending December 31, 2009 will be as follows:


      Business Development                                    $   200,000
      Research, Development and production - Invitro
       diagnostics (rapid tests, blood tests, histology
       tests, production of ASR's)                                700,000
      Payment of Outstanding Liabilities                           80,000
      General and Administrative Expenses                         450,000
      Marketing and Investor Communications                       600,000
      Payment of Principal on Convertible Notes                 1,200,000
      Payment of Interest on Convertible Notes                    198,660
                                                              ------------
                                                               $3,428,660
                                                              ============

To maintain its present level of operations, including research and development, and to avoid defaulting on payments to the convertible note holders, Biocurex will need to raise approximately $4,000,000 to satisfy its monthly cash requirements until the notes are fully paid.

Biocurex does not have any lines of credit with banks or other financial institutions or any other traditional financing arrangements. Biocurex will need additional capital until it is able to generate significant revenues to cover its expenditures. Since January 2003, Biocurex has been able to finance its operations through the private sale of its securities and from borrowings from private lenders and intends to obtain the capital needed for its operations through these financial arrangements in the future.

Biocurex's most significant capital requirements are general and administrative expenses and research and development 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 $60,500 per month. Biocurex's research and development expenses vary, depending upon available capital. When more capital is available to Biocurex, research and development expenses increase. Conversely, research and development expenses decline when less capital is available. Pacific Biosciences, which is owned by Dr. Ricardo Moro, an officer and director of Biocurex, performs all of Biocurex's research and development work.

Biocurex may not be successful in obtaining additional capital in the future. If Biocurex is unable to raise the capital it needs, its research and development activities will be curtailed or delayed and its operations will be reduced to a level which can be funded with the capital available to Biocurex.

Results of Operations
---------------------

      Material changes of items in Biocurex's Statement of Operations for the
three and six months ended June 30, 2009, as compared to the same periods in the
prior year, are discussed below:

                            Increase (I)
Item                       or Decrease (D)  Reason
----                       ---------------  ------

Revenue                           D         A licensing fee was received from
                                            Inverness Medical Switzerland Gmbh
                                            in 2008. Biocurex did not receive
                                            any licensing fees during the six
                                            months ended June 30, 2009.

General and administrative        D         Decrease in stock based compensation
                                            and public relations expenses.

Professional and Consulting Fees  D         Decrease in year-end audit fees and
                                            fees for public relations.

Research and Development          D         Decreased use of chemicals and
                                            laboratory supplies.

Accretion of discount on          D         The convertible notes were amended
 convertible                                in November 2008 and the Company
                                            determined there was no beneficial
                                            conversion feature pertaining to
                                            the amended notes. Accordingly, the
                                            accretion expense relating to the
                                            notes decreased.

Amortization of debt I As a result of the Company issuance costs defaulting on paying interest and principal the Company expensed the remaining deferred financing fees of $214,434 relating to the Notes. See Note 7(b) to the financial statements included with this report for more information.

Interest expense I As a result of the default on repayment, the Company included the default penalty and late fee in the interest expenses. See Note 7(b) to the financial statements included with this report for more information.

Recent Accounting Pronouncements

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

Critical Accounting Policies

Biocurex's significant accounting policies are more fully described in Note 2 to the financial statements included as a part of this report. However, certain accounting policies are particularly important to the portrayal of Biocurex's 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 Biocurex's historical experience, terms of existing contracts, observance of trends in the industry and information available from outside sources, as appropriate. Biocurex's significant accounting policies include:

Revenue Recognition. Biocurex recognizes revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 ("SAB 104"), "Revenue Recognition in Financial Statements." 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.

Registration Payment Arrangements. Biocurex accounts for registration rights arrangements and related liquidated damages provisions under EITF 00-19-2 "Accounting for Registration Payment Arrangements" ("EITF 00-19-2"), which addresses an issuer's accounting for registration payment arrangements. EITF 00-19-2 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.

EITF 00-19-2 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 Financial Accounting Standards Board ("FASB") No. 5, "Accounting for Contingencies" and FASB Interpretation No. 14 "Reasonable Estimation of the Amount of a Loss".

Long-lived Assets. In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. Biocurex recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

Investments. Investments consist of equity securities classified as "available-for-sale" securities under SFAS No. 115 "Accounting for Certain Investments in Debt and Equity Securities" and are reported at fair value. Accordingly, unrealized gains and losses on these investments are reflected as other comprehensive income in stockholders' equity.

Stock-based Compensation. Biocurex records stock-based compensation in accordance with SFAS No. 123R "Share Based Payments", 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.