UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            -------------------------

                                   FORM 10-KSB

|X   ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 for the Fiscal year ended December 31, 2000

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE  SECURITIES EXCHANGE ACT
     OF 1934

                        Commission file no. 0-8638

                             WULF INTERNATIONAL LTD.
                          (F/K/A WULF OIL CORPORATION)
                 (Name of small business issuer in its charter)

             Colorado                                      83-0218086
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

        6850 Manhattan Blvd. #110
            Ft. Worth, Texas                                 76120
(Address of principal executive offices)                   (Zip Code)

                 Issuer's telephone number, including area code:
                                 (817) 429-1555

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

      Securities registered pursuant to section 12(g) of the Exchange Act:
                           $.01 par value Common Stock
                                (Title Of Class)

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

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         State issuer's revenues for its most recent fiscal year.  $2,905,540
                                                                   ----------
         The aggregate  market value of the voting and non-voting  common equity
held by  non-affiliates  of March 23, 2001 was:   $5,598,742

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

Title of Each Class                              Number of Shares Outstanding
-------------------                              ----------------------------

                                                      At March 27, 2001
Common Stock, $0.01 Par Value                            45,091,581


                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------

                                      None
                                      ----

Transitional Small Business Disclosure Format   Yes    No X
                                                   ---   ---

<PAGE>

                             WULF INTERNATIONAL LTD.
                                TABLE OF CONTENTS

Form 10-KSB Item
----------------

Part I.                                                                     Page
                                                                            ----

    Item 1.  Business                                                         3

    Item 2.  Properties                                                       5

    Item 3.  Legal Proceedings                                                5

    Item 4.  Submission of Matters to a Vote of Security Holders              5

Part II.

    Item 5.  Market for Registrant's Common Equity and Related
                 Stockholder Matters                                          6

    Item 6.  Management's Discussion and Analysis or Plan of Operation        6

    Item 7.  Financial Statements                                             8

    Item 8.  Changes in and Disagreements with Accountants on
                 Accounting and Financial Disclosure                          8

Part III.

    Item 9.  Directors, Executive Officers, Promoters and Control Persons;
                 Compliance with Section 16(a) of the Exchange Act            8

    Item 10  Executive Compensation                                          10

    Item 11. Security Ownership of Certain Beneficial Owners
                 and Management                                              11

    Item 12. Certain Relationships and Related Transactions                  12

    Item 13. Exhibits, List and Reports
                 On Form 8-K                                                 13

             Signatures                                                      14




                                       2

<PAGE>

                                     PART I.

                                     ITEM 1.
                                    BUSINESS
                                    --------

         Since 1997,  Wulf  International  Ltd.  (the  "Company"  or "Wulf") has
continued to develop a plan to provide  construction  of low cost and low priced
houses in the  Philippines  and has financed its efforts through the sale of its
stock,  both  common  and  preferred.  The  Company  has sold  stock in  private
transactions for cash and issued stock to consultants for services rendered.

         While  the  Company  continues   discussions  with  investment  bankers
regarding a potential financing for this housing project, the investment bankers
will,  in all  likelihood,  require  that  the  Government  of  the  Philippines
guarantee  any such  financing  undertaken.  There can be no assurance  that the
Government of the Philippines will agree to guarantee any such financing or that
an investment  banker will agree to underwrite any such financing,  particularly
on any basis other than best efforts.

         In April 1998,  the Company  formed a joint  venture with a Republic of
the Philippines  Company,  Amin and Sons Corporation  (ASC), for the purposes of
participating  in a socialized low cost housing  project for the Republic of the
Philippines.  The Company  owns an 70%  interest  and ASC owns a 20% interest in
this joint  venture,  which is registered  and  organized  under the laws of the
Republic  of the  Philippines,  under  the  name  Warisan  Group.  Taticbilt,  a
Philippines  company  qualified  as a builder  of low cost  housing,  owns a 10%
interest in the project.

         Subsequently,  Warisan  Group formed a joint  venture with the Southern
Philippines  Development  Authority  (SPDA),  a government  owned and controlled
corporation. The name of this joint venture is SPDA-Warisan Joint Venture (SWJV)
and it is owned 70% by Warisan  and 30% by SPDA.  Wulf  therefore  has a net 49%
interest in this Joint Venture.

The SPDA Board of Directors,  in January 2001,  formally  approved the 1,000,000
homes low cost housing  project and we are  proceeding  with other  governmental
approval steps.

Wulf has acquired from several Filipino companies the sole proprietary rights to
the  geologic  data on gold  and  other  mineral  deposits  in two  areas in the
Republic of the  Philippines.  We have been informed that the sellers' cost with
respect  to such data was  approximately  $1.49  million  dollars.  The data was
acquired  during the period  1996-1998  and consists of rock  samples,  geologic
surveys, numerous maps and other information.  Wulf issued 300,000 shares of its
$1 par value authorized  unissued preferred stock for these rights and copies of
all data in two  transactions  in April 1999 and January 2000.  The  information
covers two geographic areas, one in the northern  Philippines,  the Playa de Oro
Project, and the other in the southern Philippines, the Sierra de Oro Project.

                                       3

<PAGE>

Playa de Oro  Project - This is an area of known gold  deposits  lying  offshore
from a large  deposit of primary  gold that has been mined for many  years.  The
area of interest covers about 57,000 hectares in shallow water.  The exploration
plan is to (1) complete the exploration  permits, (2) conduct detailed side-scan
sonar over the ocean floor, and (3) collect selected sub-sea samples and analyze
for  gold  content.  The  Company  plans  to  complete  the  exploration  permit
requirements  in the year 2002. The estimated cost of completing and filing such
permits is approximately $15,000.

Sierra de Oro Project - The Island of Mindanao is known for several primary gold
deposits.  The  area of  sampling  covers  about  580,000  hectares  and some 29
exploration  permit areas.  Hundreds of rock samples were collected and analyzed
for gold, silver, and other minerals. The exploration plan is to (1) acquire new
permits on the anomalous  gold areas as defined by the sampling,  (2) conduct an
air magnetic  survey and possibly color  satellite  photography,  and (3) obtain
core-drilling  samples in the most promising  areas. The cost of this program is
estimated at $700,000.  Subject to the  availability  of funds,  which cannot be
assured, the Company plans to conduct the air magnetic survey in the year 2002.

The Company intends to conduct further  exploration in these two areas if it has
sufficient capital. There is no assurance that gold deposits of commercial value
will be found and defined or that the licenses  required for the  extraction  of
any gold found will be issued by the appropriate governmental authorities.

The Company is amortizing  its  investment in the geologic data over three years
(3),  starting January 1, 2000, and has amortized  $100,000 through December 31,
2000.

         On  April  30,  1999  the  Company  acquired  all  of  the  issued  and
outstanding shares of Specialized  Financial Services,  Inc., d/b/a SFM Mortgage
Company  ("SFM").  The  shareholders  of SFM  received  7,500,000  shares of the
Company's  common  stock.  Thus,  SFM became a wholly  owned  subsidiary  of the
Company.  SFM is a  mortgage  banker in the home real  estate  market  operating
primarily  in Texas.  Its  offices are in Bedford,  TX in the  Dallas/Ft.  Worth
metropolitan  area. SFM has been in business for  approximately  11 years.  As a
mortgage broker it closes loans using "warehouse" lines of credit with financial
institutions and then sells those loans to "permanent" lenders, generally within
two weeks.

         The  Government  of the  Philippines  has  suggested  that SFM consider
providing financing for existing low-income mortgages now held by the Government
as well as those  mortgages  that will be needed for the proposed  2,000,000 new
homes to be built under the Company's  present  plan.  There can be no assurance
that (I) SFM will be able to increase its capital to fund any  operations in the
Philippines or (ii) and even if such funding is available that either SFM or the
Company will be successful in developing  its  operations in the Republic of the
Philippines.

         Earlier,  this year the Philippines  installed a new President,  Gloria
Macapagal Arroyo,  who has stated that providing help for the poorer families in
the country is her first priority.  We believe, but of course cannot be assured,
that the new President will be supportive of low income housing projects such as
the one proposed by the Company.

Employees

         As of December 31, 2000 the Company and SFM employed an aggregate of 37
persons,  all of whom are full  time  and  none of whom are  part-time.  None of
either the Company's or SFM's  employees are  represented  by labor unions.  The
Company considers its relations with its employees to be good.

                                       4

<PAGE>

FORWARD LOOKING STATEMENTS

This report and other reports and  statements  filed by the Company from time to
time with the Securities and Exchange Commission  (collectively,  "SEC Filings")
contain or may contain certain forward looking  statements and information  that
are based on the beliefs of the  Company's  management  as well as estimates and
assumptions  made by, and  information  currently  available  to, the  Company's
management.  When  used  in SEC  Filings,  the  words  "anticipate",  "believe",
"estimate",  "expect", "intend", "plan", and similar expressions, as they relate
to the Company or the Company's management, identify forward looking statements.
Such statements  reflect the current views of the Company with respect to future
events and are subject to certain risks,  uncertainties and assumptions relating
to the Company's  operations and results of operations,  competitive factors and
pricing  pressures,  risks  inherent in  acquisitions  and  business  expansion,
changes in  governmental  policies  and/or  regulations in the  Philippines,  in
addition to any  uncertainties  specifically  identified in the text surrounding
such  statements and  uncertainties  with respect to changes or  developments in
social, economic, business, industry, market, legal and regulatory circumstances
and conditions.  Should one or more of these risks or uncertainties  materialize
or should the underlying  assumptions  prove incorrect,  actual results may vary
significantly from those anticipated, believed, estimated, expected, intended or
planned.

                                     ITEM 2.
                                   PROPERTIES
                                   ----------

         The Company's  offices  consist of 2273 sq. ft. of rented space located
at 6850 Manhattan Blvd,  Suite 110, Ft. Worth, TX 76120,  with a rental of $2273
per month. The lease is on a month-to-month  basis with 60 days notice by either
party required for termination. The Company owns no real estate.

         The Company's SFM Mortgage subsidiary leases  approximately 7010 square
feet of general office space located at 1909 Central Drive,  Suite 200, Bedford,
Texas 76021,  pursuant to a lease that is scheduled to expire in September 2003.
The monthly rental is $5126. SFM also leases office space in Azle, TX on a month
to month basis at a cost of $330 per month.

         The Company believes that its facilities are generally well maintained,
in good operating condition and adequate for its current needs.

                                     ITEM 3.
                                LEGAL PROCEEDINGS
                                -----------------

          Insofar as is known to the Company's management as of the date of this
filing,  there are no material legal  proceedings  now pending,  threatened,  or
contemplated  in any court or agency to which the Company is, or may be a party,
or against any officer or director, in such capacity.

           Wulf's mortgage  subsidiary,  SFM was named as defendant in a lawsuit
filed  October  25,  2000,  by a mortgage  funding  company  whom SFM had sold a
residential  mortgage to in April of 1997.  Plaintiff alleges breach of contract
in regards to the work of an outside  independent  appraiser  and damages in the
amount of $146,552 plus legal costs and fees and interest  against the Company's
subsidiary,  SFM. SFM management  believes the suit is without merit and intends
to vigorously contest same.

                                     ITEM 4.
               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
               ---------------------------------------------------
                                      None



                                       5

<PAGE>

                                     PART II

                                     ITEM 5.
            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            --------------------------------------------------------

         On September  8, 2000 Wulf common  stock began  trading on the Over the
Counter  Bulletin Board (OTCBB) under the symbol WLFO. The following  table sets
forth high and low bid  quotations  from a market maker in Wulf common stock for
the periods  indicated.  The per share  quotations  may  represent  inter-dealer
prices without  adjustment for retail  mark-up/mark-down  or commissions and may
not necessarily represent actual transactions.


                                                      Per share
                                                      ---------
                  Period                          High        Low
                  ------                          ----        ---
                  3rd Quarter                    $ .125       .001
                  4th quarter                     1.18        .09

         As of March 15, 2001, there were  approximately  6,500  shareholders of
record  of the  Company's  common  stock  and 39  shareholders  of record of the
Company's  preferred  stock.  There have been no cash dividends paid or declared
since  the  inception  of the  Company,  and  the  Company's  present  financial
condition does not permit the payment of dividends.  The Company does not expect
to pay any cash dividends on the common stock in the foreseeable future. Rather,
the Company  intends to retain  earnings to fund the  Company's  operations  and
planned  expansion  of its  business.  The payment of any future cash  dividends
would be at the discretion of the Company's  Board of Directors and would depend
on future earnings, capital requirements,  the Company's financial condition and
other factors deemed relevant by the Board of Directors.

         Both common shares and preferred shares have been issued by the Company
in private  transactions  without registration under the Securities Act of 1933,
as  amended.  For the year ended  December  31,  2000,  4,015,800  shares of the
Company's  common  stock have been  issued in  exchange  for cash and  6,712,170
shares  for  services  rendered.  No  preferred  stock was  issued  for cash and
1,063,000 shares were issued for services rendered. In addition,  148,500 shares
of  preferred  stock were issued to repay  advances  totaling  $148,500  made to
Wulf's SFM mortgage subsidiary.  In addition,  100,000 shares of preferred stock
were issued in exchange for Philippines gold and other mineral geologic data and
250,000  shares of preferred  were issued to Wulf's SFM mortgage  subsidiary  to
strengthen its capital position.

         Each holder of the Company's  preferred stock has the option to convert
their shares into shares of the  Company's  common stock on the basis of one (1)
share of  preferred  stock for five (5) shares of the common stock after one (1)
year from the date of issuance of the preferred stock.

         During 2000,  644,500  shares of  preferred  stock were  exchanged  for
3,222,500  shares of common stock. In addition,  each holder of preferred shares
has the right to one (1)  warrant to purchase  the  Company's  common  stock for
$0.10 per share for each share of preferred  stock held. The right of holders of
preferred  shares to purchase these  warrants  expires one year from the date of
issuance of the preferred  shares.  During 2000, the holders of 78,000 shares of
preferred stock exercised their right to purchase 78,000 shares of common stock.

                                     ITEM 6.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
           ----------------------------------------------------------

         The  following  discussion  and  analysis  provides  information  which
management  believes is  relevant  to an  assessment  and  understanding  of the
Company's results of operations and financial  condition.  The discussion should
be read in conjunction with the financial statements and notes thereto contained
elsewhere in this report.

Results of Operations  for the Year Ended December 31, 2000
Compared to the Year Ended December 31, 1999

The net loss of the Company in 2000 was $1,664,448, an increase over the loss of
$882,166 in the prior  year.  The  increased  loss was due  primarily  to higher
levels of expense associated with Wulf's Philippines low cost housing project. A
major  portion of these  expenses were paid for by issuance of Company stock for
services rendered.

                                       6

<PAGE>

The Company's SFM mortgage subsidiary has a loss of $247,240 in the current year
compared to a loss of $330,132  in the prior year.  The reduced  loss was due to
expense reductions.

Results of Operations  for the Year Ended December 31, 1999
Compared to the Year Ended December 31, 1998

         Operating  expenses   increased   substantially  in  1999  due  to  the
acquisition of SFM Mortgage and that  subsidiary's  expansion in Texas and other
states  and the  buildup  of  Internet,  wholesale  and new  lines  of  business
capability. These increases were primarily for salaries and fringes.

         The Company's general and administrative expenses,  principally related
to the Philippines  Housing Project  declined  slightly in 1999 versus the prior
year ($576,664 versus $646,297 in 1998).

         The net  loss  for  Wulf in 1999  was  $882,166  compared  to a loss of
$646,297 in the prior  year.  The  increased  loss was caused  primarily  by the
losses at its SFM Mortgage subsidiary.


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

         The  Company  made  no  material  cash   acquisitions   or  improvement
expenditures  during  the year  ended  December  31,  2000,  but  anticipates  a
substantial  increase in its capital needs consistent with the implementation of
the Company's business plan (described herein),  when, and if, implemented.  The
Company  believes  that its current  capital will not be  sufficient to meet its
anticipated  cash needs for the next 12 months.  The  Company  intends to obtain
additional  financing  through the sale of equity and/or debt  securities and or
part  of its  interest  in  the  SPDA-Warisan  Joint  Venture;  there  can be no
assurance  that the Company will obtain  financing  necessary  to implement  and
undertake  its business  plan.  Moreover,  the obtaining of any financing by the
Company,  will, in all likelihood,  involve the sale of additional equity, debt,
or convertible debt securities, which could result in additional dilution to the
Company's  shareholders.  Additionally,  the  Company  will,  from time to time,
consider the  acquisition  of or investment in  complementary  businesses  which
might impact the Company's liquidity  requirements or cause the Company to issue
additional  equity or debt securities.  There can be no assurance that financing
will be available in amounts or on terms  acceptable to the Company,  if at all,
in order to implement its business plan.

         A bank has extended to the Company's  subsidiary SFM Mortgage two lines
of credit effective to July 28, 2001 on which a total of $54,211 is owed at year
end.  These  are  secured  by  liens on  equipment,  inventories  and  accounts,
essentially  all of SFM's assets.  Interest rates on these loans are at rates of
prime + 1% and 9.25%, respectively.

         The Company's subsidiary,  SFM, also has "warehouse lines of credit" to
temporarily  fund  mortgages  until sold to a permanent  lender.  These lines of
credit had outstanding aggregate balances of $2,227,594 at year-end and balances
of $3,458,186 as of December 31, 1999.

                                       7

<PAGE>

New Accounting Standards.

The Company has complied with the requirements of all new accounting  standards,
the impact of which is minimal.

Deferred Tax Assets.

The Company has deferred  income benefits of $236,675 on its balance sheet as an
asset resulting from the tax losses at its wholly-owned subsidiary, SFM.

                                     ITEM 7.
                              FINANCIAL STATEMENTS
                              --------------------

         The financial  statements set forth herein commence on page F-1 of this
report.

                                     ITEM 8.
                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE
                     --------------------------------------

                                      None.


                                    PART III

                                     ITEM 9.
          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL Persons;
            COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT
            --------------------------------------------------------

         The  directors  and  executive  officers of the Company as of March 28,
2001 are as follows:

       Name                Age             Position(s) Held
       ----                ---             ----------------

  George Wulf              70      Chairman of Board of Directors

  Pg. Hashim Jaya          42      Vice Chairman of the Board of Directors
                                   Executive Vice President, and Secretary

  William L. Franklin      52      President and Chief Executive Officer and
                                   Director

  Joseph A. Denahan        64      Vice president and CFO, Director

  Omar Amin, Sr.           71      Director

  Donald Bernard           68      Director

  Merve Croston            74      Director

  Malik Firoze             48      Director

  Randie Wolzen            64      Director

         None of the officers or directors of the Company had  directorships  of
any other SEC reporting companies. None of the officers or directors is involved
in any legal proceedings in that capacity.

         Each  Director  serves  until the next  succeeding  annual  meeting  of
shareholders  and until his  successor  is elected  and  qualified  or until his
death, resignation or removal. Annual meetings of shareholders and directors are
held at such  time and  place as the  Board of  Directors  may from time to time
determine.

                                       8

<PAGE>

         George Wulf has served as  Chairman  of the Board of the Company  since
1992. He has served also as Chief Executive Officer from 1992 until December 13,
2000.  From 1992 to 1997,  Mr. Wulf also served as the  Company's  President and
from 1992 until  September  21,  2000 as its  Principal  Financial  Officer.  He
received BS and MS degrees in petroleum engineering and geology, respectively, a
Ph.D.  degree in geology from the University of Michigan and an LL.B.  degree in
Law.  He is Director  and General  Manager of Primal  Corporation  (Brunei)  and
Chairman  of Integra  Mining  (Brunei).  He started his career with Mobil in the
U.S.  and  abroad,  later  worked for Amoco,  and then spent over 30 years as an
independent oil and gas operator, both in the U.S. and internationally.  He is a
fellow of the  Geological  Society  of  America  and a member of  several  other
professional  organizations  including  the  American  Association  of Petroleum
Geologists, the Geological Society of Nepal and the Association of International
Petroleum Negotiators.

         Pengiran  Hashim  Jaya  has  been  Vice  Chairman  and  Executive  Vice
President,  of the Company since October 1997 and Secretary since December 1997.
Mr. Jaya holds a degree in business administration from University of Brunei and
has extensive  experience in business and personnel management in Brunei and the
Philippines. Since 1990, he has been the President of Integra Mining, Sdn., Bhd.
He has also served since  December 1995 as Executive  Vice  President of Integra
International   Inc.  Integra   International   Inc.  is  engaged  in  petroleum
exploration  in Brunei and in the United  States.  Integra  Mining is engaged in
mineral exploration in Southeast Asia.

         William L.  Franklin  has been Chief  Executive  Officer of the Company
since  December 13, 2000,  and President  since March 1998 and a Director  since
January 15, 2000.  Mr.  Franklin  has been  employed for more than the last five
years as Vice  President of the Tarrant  County  Hospital  District  where he is
responsible for all facilities related capital activities. He is also President,
Director  and  a  shareholder  of  International   Architects-Engineers  Project
Managers,  Inc.  (AEPM)  a  project  management  firm,  which  with  Wulf  has a
contractual  relationship.  He holds BS and MS degrees in Aerospace  Engineering
from the Georgia Institute of Technology and an MS degree in Management Science.
He is a  Registered  Professional  Engineer.  While in the U. S.  Army  Corps of
Engineers,  he was in charge of a $200  million  military  housing  and  airport
construction  project in  Dhahran,  Saudi  Arabia.  Mr.  Franklin  also has been
involved in  construction  projects in the People's  Republic of China and large
projects  in the  Dallas-Ft.  Worth  area.  He is a member  of the  Construction
Management Association of America and several other professional organizations.

         Joseph A.  Denahan  has served as vice  president  and chief  financial
officer and a Director of the Company since September 21, 2000. Prior to that he
served as a consultant to the Company since July 1, 1998. He also served as vice
president and chief financial  officer of the Company's SFM mortgage  subsidiary
from May 1, `00 to November  24,  2000.  He was retired  from October 1990 until
June 1998 and prior to that time served as a financial  executive  with publicly
reporting companies and with KPMG, an international CPA firm.

         Omar Amin,  Sr. was  elected a Director  on  September  21, '00. He has
served  the  Government  of the  Philippines  for 52 years in  various  judicial
capacities,  including  since 1996 until his  retirement  last year as Associate
Justice of the  Philippines  Federal  Court of Appeals.  He is  President of the
Philippines  Judges  Association and maintains a private law practice in Makati,
Metro Manila.

         Donald  Bernard,  whose  principal  occupation  the last five  years is
private  investor,  attended the University of Michigan and received BA, JD, and
LL.M. (International Law) degrees from the University of Texas. He practiced law
briefly  and  spent  20  years  in the  U.S.  Navy,  retiring  with  the rank of
Commander,  Submarine  Qualified.  He holds a  Commercial  Pilot's  license  for
multi-engine and jet aircraft with instrument ratings. Mr. Bernard is the CEO of
a European  computer research company and is Chairman of Metro Verde Development
Corporation,  a  Philippines  company  engaged  in  a  Government  privatization
project.  He also is a Director  of the  Angeles  University  Foundation  in the
Philippines.  Mr. Bernard was appointed a Director of the Company on February 8,
2000.

                                       9

<PAGE>

         Merve Croston  received a BS degree in  Architecture  from the Oklahoma
State University. After working for Wilson Patterson (an architectural firm), he
joined Morris Parker and formed  Parker-Croston in 1965. In 1994, Parker Croston
merged with another  architectural  firm,  Frankfort-Short  Bruza.  Mr.  Croston
retired from FS/Parker-Croston in 1999 after serving as Chief Executive Officer.
He now  practices  as a  Consulting  Architect.  Mr.  Croston  has over 40 years
experience in architectural engineering and management. He is also a shareholder
in International  Architects-Engineers  Project  Managers,  Inc. (AEPM). He is a
Fellow  of  the  Society  of  American  Military   Engineers  and  received  the
prestigious  James  R.  Wooten  Service  Award  of  the  American  Institute  of
Architects.  Mr.  Croston was appointed a Director of the Company on January 15,
2000.

         Malik Firoze was  appointed a Director of the Company on September  21,
'00. He has been the  owner/president  of Travel  Monitors  of America,  Inc. in
Dallas,  TX for the past 11 years. Mr. Firoze has a master's degree in economics
from  Agra  University  in Agra,  India.  He is  fluent  in the  HINDI  and URDU
languages.

         Randie  Wolzen was  appointed  a Director of the Company on November 1,
'00. She has served as  President  and Chief  Executive  Officer of SFM Mortgage
(since April 30, 1999,  a  subsidiary  of Wulf) for the last 11 years.  Prior to
that she had extensive experience in the banking industry.

Compliance with Section 16(a) of the Exchange Act

         Section 16(a) of the Securities  Act of 1934, as amended,  requires the
Company's executive officers,  directors,  and persons who beneficially own more
than ten percent of a registered class of the Company's equity  securities ("ten
percent  stockholders")  to file  initial  reports of  ownership  and changes in
ownership with the Securities and Exchange  Commission  ("SEC") and the National
Association of Securities Dealers, Inc. ("NASD").  Executive officers, directors
and ten  percent  stockholders  are  required by SEC  regulation  to furnish the
Company  with  copies of all  Section  16(a)  forms  they  file.  The  Company's
executive  officers,  directors and ten percent  stockholders  became subject to
these requirements in December,  1973, when the registration  statement relating
to the Company's initial public offering was declared effective by the SEC.

         Based  solely  upon the  Company's  review of the  copies of such forms
received by it, or written  representations  from certain reporting persons, the
Company believes that during the fiscal year ended December 31, 2000, all filing
requirements  applicable  to its executive  officers,  directors and ten percent
shareholders were fulfilled.

                                    ITEM 10.
                             EXECUTIVE COMPENSATION
                             ----------------------

         Directors of the Company  currently receive no compensation for serving
on the Board of  Directors  other  than  reimbursement  of  reasonable  expenses
incurred in attending meetings.  No cash compensation was awarded to, earned by,
or paid to officers  of the  Company in 2000 or 1999.  Starting in the year 2000
Directors  were granted for their service  75,000  shares of  restricted  common
stock per quarter.

         Randie Wolzen received $70,696 in '00, and $108,742 in 1999,for serving
as President and CEO of Wulf's mortgage  subsidiary  SFM. Dean Wolzen,  a family
member of a Director,  received compensation as an employee of SFM of $39,471 in
'00 and $62,257 in 1999. Joseph A. Denahan,  received $21,404 in '00 for serving
as vice president and chief financial officer of Wulf's SFM mortgage  subsidiary
for part of the year. He was not employed by SFM in 1999.

                                       10

<PAGE>

                                    ITEM 11.
                    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT
                              ---------------------

         The following tables set forth certain information regarding beneficial
ownership of the Company's  common stock as of March 1, 2001, by (i) all persons
known by the Company to be the owner of record or  beneficially  of more than 5%
of the Company's  outstanding  common stock,  (ii) each director of the Company,
(iii) each executive officer of the Company and (iv) all directors and executive
officers as a group.

Name and Address                   Nature and Amount of (1)(2)
Of Beneficial Owner                Beneficial Ownership         Percent of Class
------------------                 --------------------         ----------------

George Wulf(3)                           8,206,834                    18.2%
P.O. Box 795759
Dallas, Texas 75379

Pengiran Hashim Jaya                       480,000                     1.1%
#1 Taman Salmah, Simpang #25
Mata Mata, Gadong
Bandar Seri Begawan, Brunei

William L. Franklin(4)                   2,779,500                     6.2%
509 Emily Drive
Fort Worth, Texas 76108

Joseph A. Denahan                        1,655,000                     3.7%
6940 Quarterway Dr.
Dallas, TX 75248

Omar Amin, Sr.                             100,000                     0.2%
16 Chason Townhouse C
Raymundo Ave
Maybunga, Pasig, Philippines

Donald Bernard                             285,000                     0.6%
14 Scenic Drive
Whitehall, Montana 59759

Merve Croston                              640,000                     1.4%
2424 Winton Terrace West
Fort Worth, Texas 76109

Malik Firoze      (7)                    1,505,000                     3.3%
310 Townhouse Lane
Richardson, TX 75244

Randie Wolzen (5)                        3,686,200                     8.2%
813 Overhill Court
Hurst, TX 76053

Steven Nightingale(6)                    3,585,000                     8.0%
P.O. Box 2071
Reno, Nevada 89505

All executive Officers                  19,337,534                  42.9%
and Directors as Group
(9 persons)

1.   Unless otherwise indicated,  the Company believes that all persons named in
     the table have sole voting and investment  power with respect to all shares
     of common  stock  beneficially  owned by them. A person is deemed to be the
     beneficial  owner of securities  that can be acquired by such person within
     60 days upon the exercise of options and warrants.  Each beneficial owner's
     percentage  ownership is  determined  by assuming that options and warrants
     that are held by such person  (but not those held by any other  person) and
     which are  exercisable  within 60 days  have  been  exercised.  Percentages
     herein  assume a base of  45,091,581  shares of common  stock  outstanding,
     before any  consideration  is given to  outstanding  options  or  warrants.
     Certain of the Company's directors disclaim beneficial ownership of some of
     the shares included in the table.

                                       11

<PAGE>

2.   Includes  shares of common stock  issuable upon the conversion of shares of
     preferred  stock  to  the  extent  such  preferred   shares  are  presently
     convertible.

3.   Includes  1,835,000  shares with respect to which Mr. Wulf has the right to
     acquire by virtue of the  conversion of 367,000  shares of preferred  stock
     owned by him.  Also  included,  though Mr. Wulf  disclaims  any  beneficial
     interest  are (I) 683,774  shares of common  owned by  Evergreen  Petroleum
     Corporation,  which is owned by Mr. Wulf's daughter, and (ii) 30,000 shares
     of common stock owned by Mr. Wulf's wife.

4.   Includes  (i)  710,000  shares of common  stock  with  respect to which Mr.
     Franklin  has the right to acquire by virtue of the  exercise of  preferred
     stock warrants owned by AEPM. and (ii) 874,500 shares of common stock owned
     by Mr. Franklin's wife.

5    Includes 250,000 shares of common which Ms. Wolzen has the right to acquire
     by conversion of the 50,000 shares of preferred she owns.

6.   Includes  165,000  shares  of  common  stock  with  respect  to  which  Mr.
     Nightingale  has the right to acquire by virtue of the conversion of 33,000
     outstanding shares of preferred stock.

7.   Includes  445,000 shares owned by Mr.  Firoze's family and 300,000 owned by
     companies in which he has an interest.

                                    ITEM 12
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
                 ----------------------------------------------

         In 2000, the Company paid to Integra  International Inc., a corporation
in which Mr. Wulf is the Chairman and Chief Executive  Officer, a total of $7500
for certain consulting services.

         The Company  paid to Pengiran  Hashim Jaya,  an  executive  officer and
director of the  Company,  $1,000,  for  reimbursement  of expenses  incurred on
behalf of the  Company  and  Integra  Mining,  a company in which Mr.  Jaya is a
Director  &  Officer,  was paid  $31,000  in 2000 for  consulting  services  and
reimbursement of expenses.

         Mr. Franklin,  CEO of Wulf,  received 350,000  restricted common shares
for work performed in visiting the Philippines and other services.

         Mr. Firoze,  a Director of Wulf,  received  535,000  restricted  common
shares for services.

         International Architects,  Engineers and Project Managers, Inc. (AEPM),
a  company  in which  Mr.  Franklin,  a  Director  and CEO of  Wulf,  is a major
shareholder,  director  and  officer,  was paid  $15,071  in '00 for  consulting
services and expense reimbursement.  AEPM also received in '00 710,000 shares of
Wulf  convertible  preferred stock for services  performed in the past and to be
performed in the future.  Merve  Croston,  Director of Wulf, is a shareholder in
AEPM.

         Mr.  Franklin,  a Director and CEO of Wulf,  together  with  affiliated
entities  during  the  September  '00 to  January  2001  time  period  purchased
3,400,000  shares of  restricted  common  stock at $.05 per share for a total of
$170,000  cash proceeds to Wulf.  These funds were used for a feasibility  study
for the low cost housing project required by the Philippines  Government and for
operating expenses.

                                       12

<PAGE>

         Dean  Wolzen,  a related  party to a Wulf  Director,  in 2000  received
347,500 shares of preferred stock for cash advances he made to the Company's SFM
mortgage subsidiary and for services.

         Joseph A.  Denahan,  Director and vice  president  and chief  financial
officer of the Company received 770,000 shares of restricted common stock during
the year for services rendered on behalf of the Company.

         WOC Stock Transfer Co., the Company's stock transfer agent, is owned by
Mr.  Wulf's  daughter.  Payments  are  detailed  in the  notes to the  financial
statements.

                                     ITEM 13
                     EXHIBITS, LIST AND REPORTS ON FORM 8-K
                     --------------------------------------

The following documents are filed as part of this report:

         1.       Financial Statements

         The financial statements and schedules listed in the accompanying index
to financial statements are filed as part of this report.

         2.       Exhibits.

Exhibit
Number   Description
-------  -----------

2.1      Agreement  dated as of April 30, 1999 between Wulf  International  Ltd.
         and SFM Mortgage Company. (1)
3.1      Articles of Incorporation of Wulf International Ltd., as amended. (1)
3.2      Bylaws of Wulf International, Ltd. (1)
4.1      Form of Warrant Agreement. (1)
10.1     Letter   Agreement  dated  December  8,  1997  between  AEPM  and  Wulf
         International Ltd., as amended. (1)
10.2     Letter Agreement dated December 8, 1997 between  FSB/Parker-Croston and
         Wulf International Ltd. (1)
10.3     Joint Venture  Agreement  dated as of April 1, 1998 by and between Amin
         And Sons Corporation and Wulf International Ltd. (1)
10.4     Joint  Venture  Agreement  dated  as of June  24,  1998 by and  between
         Southern  Philippines  Development  Authority  and Warisan  Group Joint
         Venture. (1)
10.5     Agreement dated January 1, 1994 by and between Wulf  International Ltd.
         and WOC Stock Transfer Company. (1)
10.6     Stock  Agreements  dated  February  1998 between the Company and George
         Wulf. (1)
10.7     Letter agreements between Joseph Denahan and the Company. (1)
99.1     Euro Property Agreements (2)
99.2     Letter from Philippines Government (2)

------------------------
(1)      Filed with Report 10-KSB dated December 15, 1999.
(2)      Filed with Report 10-QSB dated December 23, 1999.

         3.       Reports on Form 8-K
                       None

                                       13

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this SEC Form 10KSB for the
year  2000  to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                              WULF INTERNATIONAL LTD.



                              By: /s/ W.L. Franklin
                                  -----------------
                                      W.L. Franklin
                                      President and Chief Executive Officer

                              By: /s/ Joseph A. Denahan
                                  ----------------------
                                      Joseph A. Denahan
                                      Vice president and chief financial officer

         Dated: April 3, 2001

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons of the registrant  and in the capacities  indicated on
April 3, 2001.

     Name                                       Title
     ----                                       -----

/s/  George Wulf                 Chairman of the Board of Directors
----------------
     George Wulf

/s/  Pg. Hashim Jaya             Vice-Chairman of the Board, Executive Vice
--------------------             President and Secretary
     Pg. Hashim Jaya


/s/  Larry Franklin              President, Chief Executive Officer and Director
-------------------
     Larry Franklin

/s/  Joseph A. Denahan           Vice president and chief financial officer,
----------------------           Director
     Joseph A. Denahan

/s/  Omar Amin, Sr.              Director
-------------------
     Omar Amin, Sr.

/s/  Donald Bernard              Director
-------------------
     Donald Bernard

/s/  Merve Croston               Director
------------------
     Merve Croston

/s/  Malik Firoze                Director
-----------------
     Malik Firoze

/s/  Randie Wolzen               Director
------------------
     Randie Wolzen



                                       14

<PAGE>

Item 7.  Financial Statements

                            Wulf International, Ltd.

                                 And Subsidiary

                        Consolidated Financial Statements

                                       and

                          Independent Auditor's Report

                     Years Ended December 31, 2000 and 1999


<PAGE>

                                 C O N T E N T S
                                 ---------------

AUDITOR'S OPINION........................................................F-1

CONSOLIDATED BALANCE SHEETS...........................................F-2 - F-3

CONSOLIDATED STATEMENTS OF OPERATIONS....................................F-4

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY.......................F-5 - F-6

CONSOLIDATED STATEMENTS OF CASH FLOWS.................................F-7 - F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS............................F-9 - F-17



<PAGE>

                          Independent Auditor's Report
                          ----------------------------


Board of Directors and Stockholders
Wulf International, Ltd.
    and subsidiary
Dallas, Texas

We  have  audited  the   accompanying   consolidated   balance  sheets  of  Wulf
International,  Ltd. and  subsidiary  as of December 31, 2000 and 1999,  and the
related consolidated  statements of operations,  stockholders'  equity, and cash
flows for the years then ended. 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  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit 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 2000 and 1999 consolidated  financial statements referred to
above present fairly, in all material  respects,  the financial position of Wulf
International,  Ltd. and its subsidiary as of December 31, 2000 and 1999 and the
consolidated results of their operations and their cash flows for the years then
ended in conformity with generally accepted accounting principles.

Certified Public Accountants
March 29, 2001



                                      F-1

<PAGE>

                            WULF INTERNATIONAL, LTD.
                            ------------------------
                                 AND SUBSIDIARY
                                 --------------
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
                           DECEMBER 31, 2000 AND 1999
                           --------------------------


                                     Assets
                                     ------

                                               2000         1999
                                            ----------   ----------

Current assets:

         Cash                               $   39,954   $   60,260
         Accounts receivable, trade             42,785       98,368
         Advances to employees                  10,144        6,003
                                            ----------   ----------

                  Total current assets          92,883      164,631
                                            ----------   ----------

Property and equipment, net of $59,786
         $24,795 and of accumulated
         deprecation, respectively              77,099      105,870
                                            ----------   ----------

Other assets:

         Deposits                                3,626        6,776
         Goodwill, net of $73,953 and
             $29,581 of accumulated
             amortization, respectively        369,763      414,135
         Investments in GMM and PRM               --        200,000
         Mineral exploration data, net of
             $100,000 of accumulated
             amortization                      200,000
         Investment in Warisan Group JV           --           --
         Deferred income tax benefits          236,675      172,975
                                            ----------   ----------

                                               810,064      793,886
                                            ----------   ----------

                                            $  980,046   $1,064,387
                                            ==========   ==========










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

                                       F-2

<PAGE>
<TABLE>
<CAPTION>

                            WULF INTERNATIONAL, LTD.
                            ------------------------
                                 AND SUBSIDIARY
                                 --------------
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
                           DECEMBER 31, 2000 AND 1999
                           --------------------------


                      Liabilities and Stockholders' Equity
                      ------------------------------------

                                                              2000           1999
                                                          -----------    -----------
<S>                                                       <C>            <C>
Current liabilities:

         Accounts payable, trade                          $   199,476    $   142,439
         Accrued expenses                                     124,460         84,485
         Advances from stockholders                            31,212           --
         Line of credit                                        54,211         81,932
         Current portion of long-term note payable              7,301          5,157
                                                          -----------    -----------

                  Total current liabilities                   416,660        314,013
                                                          -----------    -----------

Long-term note payable, net of current portion                 15,789         23,090
                                                          -----------    -----------

Stockholders' equity:

         Convertible preferred stock, 10,000,000
             shares authorized, 2,319,800 and 1,402,800
             issued and outstanding, respectively           2,319,800      1,402,800
         Common stock, $ .01 par value,
             50,000,000 shares authorized,
             42,707,581 and 28,679,111
             issued and outstanding, respectively             427,076        286,791
         Paid in capital in excess of par value             4,222,051      3,189,575
         Prepaid consulting services                         (355,000)          --
         Accumulated deficit                               (5,766,330)    (4,101,882)
         Treasury stock, 300,000 and 50,000
             preferred shares, respectively, at cost         (300,000)       (50,000)
                                                          -----------    -----------

                                                              547,597        727,284
                                                          -----------    -----------

                                                          $   980,046    $ 1,064,387
                                                          ===========    ===========

</TABLE>






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

                                       F-3

<PAGE>


                            WULF INTERNATIONAL, LTD.
                            ------------------------
                                 AND SUBSIDIARY
                                 --------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                 ----------------------------------------------

                                               2000           1999
                                           -----------    -----------
Revenues:

         Loan origination and other fees   $ 2,905,540    $ 2,181,747
         Other income                             --           34,824
                                           -----------    -----------

                                             2,905,540      2,216,571
                                           -----------    -----------

Operating costs and expenses:

         Personnel costs                     1,369,961      1,078,105
         Loan production costs               1,185,876      1,020,728
         General and administrative          1,240,992        446,289
         Amortization                          144,372         29,581
         Depreciation                           34,991         24,795
                                           -----------    -----------

                                             3,976,192      2,599,498
                                           -----------    -----------

Operating loss                              (1,070,652)      (382,927)

Equity in losses of unconsolidated
    joint venture                             (647,481)      (576,664)

Interest expense                               (10,015)        (2,507)
                                           -----------    -----------

Loss before income taxes                    (1,728,148)      (962,098)

Provision for income tax benefit                63,700         79,932
                                           -----------    -----------

Net loss                                   $(1,664,448)   $  (882,166)
                                           ===========    ===========


Net loss per share:
         Basic                             $      (.05)   $      (.04)
         Diluted                           $      (.05)   $      (.04)






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

                                       F-4


<PAGE>
<TABLE>
<CAPTION>

                            WULF INTERNATIONAL, LTD.
                            ------------------------
                                 AND SUBSIDIARY
                                 --------------
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 -----------------------------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                 ----------------------------------------------


                                      Preferred Stock                Common Stock          Add'l Paid     Prepaid      Accumulated
                                   Shares         Amount         Shares        Amount      In Capital    Consulting      Deficit
                                -----------    -----------    -----------   -----------   -----------   -----------    -----------
<S>                             <C>            <C>            <C>           <C>           <C>           <C>            <C>
Balance at December 31, 1998      1,107,500    $ 1,107,500     15,861,611   $   158,616   $ 1,960,192   $      --      $(3,219,716)

Issuance of preferred stock
    for cash                        129,000        129,000

Issuance of common stock
    for cash                                                    3,525,000        35,250       317,250

Issuance of common stock
    for services                                                1,297,500        12,975       116,775

Conversion of preferred stock       (89,000)       (89,000)       445,000         4,450        84,550

Issuance of common and
    preferred stock for
    purchase of  SFM                 50,000         50,000      7,500,000        75,000       706,308

Issuance of preferred stock
    for services                      5,300          5,300

Issuance of preferred stock
    for purchase of GMM             200,000        200,000

Issuance of common stock
    for cash upon exercise
    of warrants                                                    50,000           500         4,500

Net loss                                                                                                                  (882,166)
                                -----------    -----------    -----------   -----------   -----------   -----------    -----------

Balance at December 31, 1999      1,402,800      1,402,800     28,679,111       286,791     3,189,575          --       (4,101,882)


                                  Treasury
                                   Stock          Total
                                -----------    -----------

Balance at December 31, 1998    $      --      $     6,592

Issuance of preferred stock
    for cash                                       129,000

Issuance of common stock
    for cash                                       352,500

Issuance of common stock
    for services                                   129,750

Conversion of preferred stock                         --

Issuance of common and
    preferred stock for
    purchase of  SFM                (50,000)       781,308

Issuance of preferred stock
    for services                                     5,300

Issuance of preferred stock
    for purchase of GMM                            200,000

Issuance of common stock
    for cash upon exercise
    of warrants                                      5,000

Net loss                                          (882,166)
                                -----------    -----------

Balance at December 31, 1999        (50,000)       727,284

</TABLE>


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

                                       F-5

<PAGE>
<TABLE>
<CAPTION>

                            WULF INTERNATIONAL, LTD.
                            ------------------------
                                 AND SUBSIDIARY
                                 --------------
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 -----------------------------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                 ----------------------------------------------


                                       Preferred Stock                  Common Stock             Add'l Paid       Prepaid
                                   Shares          Amount          Shares          Amount        In Capital     Consulting
                                ------------    ------------    ------------    ------------    ------------   ------------
<S>                             <C>             <C>             <C>             <C>             <C>            <C>
Balance at December 31, 1999       1,402,800       1,402,800      28,679,111         286,791       3,189,575           --

Issuance of common stock
    for cash                                                       4,015,800          40,158         238,080

Issuance of common stock
    for services                                                   6,712,170          67,122         195,258

Issuance of preferred stock
    for services                   1,063,000       1,063,000                                         (20,157)      (355,000)

Exercise of warrants                                                  78,000             780           7,020

Conversion of preferred stock       (644,500)       (644,500)      3,222,500          32,225         612,275

Issuance of preferred stock
    to repay stockholder
    advances                         148,500         148,500

Issuance of preferred stock
    to SFM                           250,000         250,000

Issuance of preferred stock
    for purchase of GMM              100,000         100,000

Net loss
                                ------------    ------------    ------------    ------------    ------------   ------------

Balance at December 31, 2000       2,319,800    $  2,319,800    $ 42,707,581    $    427,076    $  4,222,051   $   (355,000)
                                ============    ============    ============    ============    ============   ============

                                 Accumulated      Treasury
                                   Deficit          Stock           Total
                                ------------    ------------    ------------

Balance at December 31, 1999      (4,101,882)        (50,000)        727,284

Issuance of common stock
    for cash                                                         278,238

Issuance of common stock
    for services                                                     262,380

Issuance of preferred stock
    for services                                                     687,843

Exercise of warrants                                                   7,800

Conversion of preferred stock                                           --

Issuance of preferred stock
    to repay stockholder
    advances                                                         148,500

Issuance of preferred stock
    to SFM                                          (250,000)           --

Issuance of preferred stock
    for purchase of GMM                                              100,000

Net loss                          (1,664,448)                     (1,664,448)
                                ------------    ------------    ------------

Balance at December 31, 2000    $ (5,766,330)   $   (300,000)   $    547,597
                                ============    ============    ============

</TABLE>


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

                                       F-6

<PAGE>
<TABLE>
<CAPTION>

                            WULF INTERNATIONAL, LTD.
                            ------------------------
                                 AND SUBSIDIARY
                                 --------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                 ----------------------------------------------

                                                                   2000           1999
                                                               -----------    -----------
<S>                                                            <C>            <C>
Cash flows from operating activities:

         Cash from customers                                   $ 2,961,123    $ 2,223,026
         Cash paid to employees                                 (1,430,190)    (1,078,105)
         Cash paid to suppliers                                 (1,961,493)    (1,802,024)
         Interest paid                                             (12,257)          (265)
                                                               -----------    -----------

         Net cash used in operating activities                    (442,817)      (657,368)
                                                               -----------    -----------

Cash flows from investing activities:

         Advances to employees                                      (4,141)          --
         Employee advances repaid                                     --           56,100
         Purchase of property and equipment                         (6,220)       (47,137)
         Cash acquired in SFM acquisition                             --          145,901
                                                               -----------    -----------

         Net cash provided by (used in) investing activities       (10,361)       154,864
                                                               -----------    -----------

Cash flows from financing activities:

         Issuance of common and preferred stock                    286,038        481,500
         Proceeds from line of credit                                 --           81,932
         Repayments of notes payable                               (32,878)        (7,260)
         Advances from stockholder                                 179,712           --
                                                               -----------    -----------

         Net cash provided by financing activities                 432,872        556,172
                                                               -----------    -----------

Net increase (decrease) in cash                                    (20,306)        53,668

Cash at beginning of period                                         60,260          6,592
                                                               -----------    -----------

Cash at end of period                                          $    39,954    $    60,260
                                                               ===========    ===========

</TABLE>





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

                                       F-7

<PAGE>
<TABLE>
<CAPTION>

                            WULF INTERNATIONAL, LTD.
                            ------------------------
                                 AND SUBSIDIARY
                                 --------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                 ----------------------------------------------



                     Reconciliation of Net Loss to Net Cash
                     --------------------------------------
                          Used in Operating Activities
                          ----------------------------

                                                                     2000           1999
                                                                 -----------    -----------
<S>                                                              <C>            <C>
Net loss                                                         $(1,664,448)   $  (882,166)
                                                                 -----------    -----------

Adjustment to reconcile net loss to net
     cash used in operating activities
     (changes in assets and liabilities,
     net of effect from purchase of SFM):

         Depreciation and amortization                               179,363         54,376
         Common stock issued for services                            262,380        134,750
         Preferred stock issued for services                       1,042,843          5,300
         (Increase) decrease in accounts receivable, trade            55,583          6,455
         (Increase) decrease in deposits                               3,150           --
         (Increase) decrease in prepaid consulting                  (355,000)          --
         (Increase) decrease in accrued FIT benefit                  (63,700)       (79,932)
         Increase (decrease) in accounts payable, trade               57,037        101,114
         Increase (decrease) in accrued expenses                      39,975         32,040
         Increase (decrease) in other current liabilities               --          (29,305)
                                                                 -----------    -----------

     Total adjustments                                             1,221,631        224,798
                                                                 -----------    -----------

Net cash used in operating activities                            $  (442,817)   $  (657,368)
                                                                 ===========    ===========

                   Supplemental Schedule of Non-Cash Investing
                   -------------------------------------------
                            and Financing Activities
                            ------------------------

Issuance of common and preferred stock
     in exchange for net assets of SFM                           $      --      $   781,308

Issuance of preferred stock for purchase of
     GMM and PRM (Note 2)                                        $   100,000    $   200,000

Issuance of preferred stock to repay advances
     from stockholder                                            $   148,500    $      --


</TABLE>



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

                                       F-8

<PAGE>

                            WULF INTERNATIONAL, LTD.
                            ------------------------
                                 AND SUBSIDIARY
                                 --------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and business
-------------------------

Wulf International, Ltd. (the Company) was incorporated in the state of Colorado
in 1973. The Company  originally  operated as an oil and gas exploration  entity
until 1992. In 1992, the Company became  inactive and ceased  reporting with the
SEC but retained its status as a  registered  company.  During 1997 and 1998 the
Company negotiated a joint venture agreement with a native  Philippines  company
and an agency of the  Government of the  Philippines,  the Southern  Philippines
Development Authority (SPDA) (Note 2), to construct one million low cost housing
units in the southern portion of the country.  The Company is currently  seeking
funding and government guarantees for this project.

In April 1999,  through the acquisition  described below, the Company's  primary
operations  became  mortgage  banking  and at December  31,  2000 and 1999,  the
majority  of its net  assets  and its  revenues  and  expenses  were  from  this
operating segment (Note 10).

Business combinations
---------------------

On April  30,  1999,  the  Company  acquired  100% of the  outstanding  stock of
Specialized  Financial  Services,  Inc.  (SMF), a Texas  corporation  engaged in
mortgage  banking  activities,  in exchange for 7,500,000 shares of common stock
valued at $0.104 a share.  The transaction was accounted for as a purchase.  The
purchase  price was allocated to the fair value of the net assets  acquired with
the excess of WIL's cost over the fair value of acquired net assets allocated to
goodwill.

As part of the agreement,  SFM purchased  50,000 shares of WIL's preferred stock
at $1.00 per share and  received  an option to  purchase  200,000  shares of the
Company's  preferred  stock at $0.10 per share.  This option  must be  exercised
prior to a proposed secondary public offering of the Company's  preferred stock.
The accompanying  consolidated statement of operations includes SFM's results of
operations subsequent to April 30, 1999.

The following pro forma information is presented as if the above acquisition had
occurred as of January 1, 1999, the beginning of the earliest  period  presented
in the accompany consolidated financial statements.

                                   Year Ended
                                December 31, 1999
                                -----------------

                 Revenues                    $ 3,543,436
                 Net loss                    $  (911,657)
                 Net loss per share          $      (.03)


On December 5, 2000, WIL issued an additional  250,000 preferred stock shares to
SFM as  additional  paid in capital.  This issuance was not related to the above
option, which has not been exercised.

                                       F-9

<PAGE>

                            WULF INTERNATIONAL, LTD.
                            ------------------------
                                 AND SUBSIDIARY
                                 --------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


Principles of consolidation
---------------------------

The accompanying  consolidated financial statements include the general accounts
of the Company and its wholly owned subsidiary  Specialized  Financial Services,
Inc.  (SFM).  All  inter-company  transactions,  accounts and balances have been
eliminated in the consolidation. SFM has a year end of December 31.

Property and equipment
----------------------

Property  and  equipment  are  stated  at cost  less  accumulated  depreciation.
Depreciation of property and equipment are being provided by accelerated methods
for financial and tax reporting  purposes over estimated useful lives of five to
seven years.

Goodwill
--------

Goodwill relating to the Company's  purchase of SFM is being amortized using the
straight-line  method over ten years.  For the years ended December 31, 2000 and
1999, amortization expense totaled $44,372 and $29,581, respectively.

Philippines mineral exploration data
------------------------------------

Philippines mineral exploration data, acquired by the Company (Note 2), is being
amortized using the  straight-line  method over three years.  For the year ended
December 31, 2000, amortization expense totaled $100,000.

Advertising costs
-----------------

The Company's  advertising  and  marketing  costs,  which  consist  primarily of
internet advertising and related  expenditures and brochures,  signs and various
joint marketing  programs,  are charged to expense when incurred.  For the years
ended  December  31, 2000 and 1999,  advertising  and  marketing  costs  totaled
$24,969 and $33,478, respectively.

Management estimates
--------------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reporting  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.

Cash flows
----------

For purposes of the statement of cash flows,  each includes  demand deposits and
time deposits with  maturities of less than three months.  None of the Company's
cash is restricted.

                                      F-10

<PAGE>

                            WULF INTERNATIONAL, LTD.
                            ------------------------
                                 AND SUBSIDIARY
                                 --------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


Impairment of long-lived assets
-------------------------------

The Company has adopted Statement of Financial Accounting Standards ("SFAS") No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to Be Disposed Of." This Statement  establishes  accounting standards for
the  impairment of  long-lived  assets,  certain  identifiable  intangibles  and
goodwill related to those assets to be held and used, and long-lived  assets and
certain  identifiable  intangibles  to be disposed of. The Company  periodically
evaluates,  using independent  appraisals and projected undiscounted cash flows,
the carrying value of its long-lived assets and certain identifiable intangibles
to be held and used whenever  events or changes in  circumstances  indicate that
the carrying amount of an asset may not be recoverable. In addition,  long-lived
assets and identifiable  intangibles to be disposed of are reported at the lower
of carrying value or fair value less cost to sell.

Net loss per share
------------------

Basic  loss per  share  amounts  are  computed  by  dividing  the net loss  plus
preferred  stock  dividends  (Note 3) by the weighted  average  number of common
stock shares  outstanding.  Diluted loss per share  amounts  reflect the maximum
dilution  that would have resulted  from the  conversion of the preferred  stock
shares (Note 3). Diluted loss per share amounts are computed by dividing the net
loss by the weighted average number of common stock shares  outstanding plus the
assumed  conversion  of preferred  stock shares into an equivalent of 10,099,000
and 6,764,000 common stock shares.

For the years ended  December 31, 2000 and 1999,  basic losses per share amounts
are based on 33,876,365 and 24,295,940  weighted  average shares of common stock
outstanding, respectively. No effect has been given to the assumed conversion of
convertible preferred stock and the assumed exercise of warrants (Note 3) as the
effect would be antidilutive.

2.       INVESTMENT IN UNCONSOLIDATED AFFILIATES

Warisan Group JV (WRG)
----------------------

In April  1998,  the  Company  formed a joint  venture  with a  Republic  of the
Philippines  company,  Amin and Sons  Corporation  (ASC),  for the  purposes  of
participating  in a socialized low cost housing  project for the Republic of the
Philippines.  The Company  owns an 70%  interest  and ASC owns a 20% interest in
this joint  venture,  which is registered  and  organized  under the laws of the
Republic  of the  Philippines.  Taticbilt  Corporation,  a  Philippines  company
certified  by the  government  as a  builder  of low  cost  housing,  owns a 10%
interest in this joint venture.

To  accomplish  this  purpose  WRG  formed a joint  venture  with  the  Southern
Philippines  Development  Authority  (SPDA),  a government  owned and controlled
corporation. The name of this joint venture is SPDA-Warisan Joint Venture (SWJV)
and it is owned 70% by WRG and 30% by SPDA.

Although  the  Company  has a 49% net  interest  in the  housing  project  being
conducted through these two joint ventures, the ultimate control of this project
does not rest with the  Company  but with the  SPDA.  Accordingly,  the  Company
accounts for its  investment in WRG using the equity method of  accounting.  For
the years ended December 31, 2000 and 1999, all capital contributed to the joint
venture has been  expended for operating  purposes  and, as a result,  the joint
venture has  substantially  no net assets.  Accordingly,  there is no difference
between  the amount at which this joint  venture  investment  is carried and the
Company's underlying equity in the joint venture's net assets.

                                      F-11

<PAGE>


                            WULF INTERNATIONAL, LTD.
                            ------------------------
                                 AND SUBSIDIARY
                                 --------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


Gold Mountain Mining, Ltd. (GMM)
--------------------------------

In April 1999, the Company issued 200,000 preferred stock shares in exchange for
a 20% interest in each of two  Philippine  corporations,  Gold Mountain  Mining,
Ltd.  (GMM)  and  Pacific  Rim  Mining,   Ltd.  (PRM).  These  corporations  own
prospecting  permits and related mineral  exploration  data for gold reserves on
approximately  261,000  hectares  of  land  in the  Philippines.  As part of the
agreement,  the Company was granted the option to acquire an  additional  75% of
each corporation in exchange for an additional 100,000 preferred stock shares.

In January 2000,  the Company  conditionally  exercised the above option and the
100,000  preferred  stock  shares  were held in escrow  pending the receipt of a
certified  engineer's  appraisal or a certified  cost audit.  In June 2000,  the
agreement  was  amended  whereby  the  Company  would  acquire  only the mineral
exploration  and  geological  data  owned  by the two  corporations  and not any
ownership  interests in the two  corporations.  Also, in June 2000,  the Company
received the cost audits and the  preferred  stock shares were issued to acquire
this asset.

Prior to June 2000,  the Company  accounted for its  investments  in GMM and PRM
using the cost method of accounting until the conditional  exercise  referred to
above was completed,  at which time it planned to consolidate these corporations
into its financial  statements.  However,  after the agreement was amendment and
the mineral  exploration  and geological  data was acquired,  a consolidated  of
these  corporations was no longer  necessary.  Instead,  the assets are reported
directly  on  WIL's  general   accounts  and   separately   reflected  in  these
consolidated statements.

3.       CONVERTIBLE PREFERRED STOCK

The Company's  preferred stock shares are convertible  into the Company's common
stock shares at any time after one year from the date of issuance at the rate of
five common stock shares for each share of preferred stock. The preferred shares
do not pay a dividend, are non voting and have a preference in liquidation of up
to $1.00 per share.  In addition,  each preferred share grants the holder to one
warrant  to  purchases  for $.10 per  share  one  common  stock  share  for each
preferred  stock  share  held.  The  warrants  expire  one year from the date of
issuance.  For the years ended  December  31,  2000 and 1999,  activity in these
warrants were as follows:

                                                         2000           1999
                                                         ----           ----

         Warrants outstanding, beginning of year    $    262,300   $  1,046,500

         Warrants issued through issuance of
              preferred stock                          1,561,500        388,300

         Warrants exercised to purchase
              common stock                               (78,000)       (50,000)

         Warrants expired                               (264,700)    (1,122,500)
                                                    ------------   ------------

         Warrants outstanding, end of year          $  1,481,100   $    262,300
                                                    ============   ============


                                      F-12

<PAGE>

                            WULF INTERNATIONAL, LTD.
                            ------------------------
                                 AND SUBSIDIARY
                                 --------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


4.       COMMITMENTS AND CONTINGENCIES

Leases
------

The Company  conducts its operations from facilities in Fort Worth,  Bedford and
Azle, Texas under two month-to-month operating leases and a non cancelable lease
agreement,  which expires in September 2003.  During 1999, the Company also used
part of an  officer's  residence  for office  facilities  and paid that  officer
approximately  $12,000 in rent (Note 8). For the years ended  December  31, 2000
and 1999,  rent  expense,  including  the amount  paid to the  officer,  totaled
$67,512 and $62,447, respectively.

Future  minimum  rental  payments  required  under  the  terms of the  above non
cancelable operating lease are as follows.

                    Year Ended
                   December 31,                   Amount

                       2001                   $    61,512
                       2002                        61,512
                       2003                        41,008
                                              -----------

                                              $   164,032
                                              ===========

Litigation
----------

On October 25, 2000,  SFM was named  defendant in a lawsuit  filed by a mortgage
funding  company who SFM had sold a residential  mortgage to in April 1997.  The
plaintiff  alleges  breach of contract in regards to the work of an  independent
appraiser  and  damages in the amount of  $146,552  plus legal  costs,  fees and
interest.  The  Company  believes  the suit is  without  merit  and  intends  to
vigorously  contest the  allegations.  No reserve for this  contingency has been
accrued in the accompany consolidated financial statements.

The Company is not aware of any other  material legal  proceedings  now pending,
threatened  or  contemplated  in any court or agency to which the Company or its
officers or directors may be a party.

Contingent liabilities
----------------------

The Company has entered into  several  transactions  related to its  Philippines
housing  project joint  venture  (Note 2) for which  payment of the  obligations
incurred is contingent  upon funding of the project.  These amounts are only due
and payable when and if funding for this project is  obtained.  Accordingly,  no
liabilities  relating to this contingency have been recorded in the accompanying
consolidated  financial  statements.  At December 31,  1999,  the amount of this
contingent liability totaled $695,942.  During the year ended December 31, 2000,
this contingent  liability  increased by $274,290 and, in addition,  $624,182 of
this  contingent  liability was settled  through the issuance of preferred stock
shares to AEPM (Note 8).

Conciliation agreement
----------------------

In April 1998,  SFM entered into a compromise  Conciliation  Agreement  with the
United  States  Department of Housing and Urban  Development  and the Fort Worth
Human Relations Commission settling a complaint which alleged a violation by SFM
of the Fair Housing Act. The Settlement  Agreement  provides that over the three
year period  ending  April 2001 SFM will  increase the  mortgage  lending  funds
available to low/moderate income minority single family, owner-occupied homes in
the metroplex by $42,500,000.

                                      F-13

<PAGE>

                            WULF INTERNATIONAL, LTD.
                            ------------------------
                                 AND SUBSIDIARY
                                 --------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


Through  March 29,  2001,  SFM had provided  over $69 million of mortgage  funds
under  this  agreement  and  management  believes  it has no  other  obligations
remaining under the agreement.

Termination of HUD loan originations
------------------------------------

In  April  2000,  SFM was  notified  by the  Department  of  Housing  and  Urban
Development  (HUD)  that,  because  of a  higher  than  average  number  of loan
defaults,  it was  terminating  SFM's  ability to  originate  HUD loans from its
Bedford,  Texas office.  SFM is still able to originate HUD loans from its Azle,
Texas  office and it is in the process of  reapplying  for approval to originate
HUD loans from the  Bedford  office.  If such  approval is not  obtained,  SFM's
access to this lending market and customer base would be affected, possibly in a
significant  manner.  No reserve for this  contingency  has been  accrued in the
accompanying consolidated financial statements.

5.       EMPLOYEE BENEFIT PLAN

The Company's  SFM  subsidiary  has adopted a profit  sharing plan under Section
401(k) of the Internal Revenue Code of 1986. The plan covers  substantially  all
full time employees that meet general eligibility requirements. Company matching
and discretionary contributions to the plan are determined annually by the Board
of  Directors,   subject  to  a  limitation  of  5%  of  eligible  compensation.
Participants vest in their employee deferral account balances immediately and in
their employer matching and discretionary  account balances over a period of two
to six years based on years of service. For the year ended December 31, 2000 and
1999,  employer  matching and  discretionary  contributions  to the plan totaled
$23,082 and $0, respectively.

6.       NOTES PAYABLE

The Company's  notes payable consist of two business lines of credit due in July
2001, which bear interest at prime plus 1.0% and 9.25% fixed, respectively,  are
secured  by all  Company  assets  and  contain no  significant  restrictions  or
covenants.  In addition, the Company has another note payable with principal and
interest  payable  monthly  through  November 2003.  This note bears interest at
8.25% and is secured by the equipment it is financing.

The following is a schedule of future maturities required under the terms of the
above note payable.

                      Year                     Amount
                      ----                    -------

                      2001                  $     7,301
                      2002                        7,927
                      2003                        7,862
                                            -----------

                                            $    23,090
                                            ===========






                                      F-14

<PAGE>

                            WULF INTERNATIONAL, LTD.
                            ------------------------
                                 AND SUBSIDIARY
                                 --------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


7.       INCOME TAXES

The  Company  uses the  accrual  method  and SFM uses the cash  basis  method of
accounting  for tax  reporting  purposes.  At December  31,  2000 and 1999,  the
Company had net  operating  loss carry  forwards for tax  reporting  purposes of
approximately  $2,800,000 and  $1,600,000,  respectively.  During 2000 and 1999,
approximately   $402,000   and   $600,000  of  loss  carry   forwards   expired,
respectively. The remaining carry forwards expire through the year 2020.

Deferred tax assets and liabilities are recognized for the estimated  future tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases. In addition,  future tax benefits,  such as those from net operating loss
carry forwards,  are recognized to the extent that  realization of such benefits
is more likely than not.  Deferred tax assets and liabilities are measured using
enacted  tax rates  expected  to apply to  taxable  income in the years in which
those temporary  differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

A reconciliation  of income tax benefits at the statutory federal rate of 34% to
income tax  benefits  at the  Company's  effective  tax rate for the years ended
December 31, 2000 and 1999 is as follows.

                                                           2000         1999
                                                           ----         ----

              Tax benefits computed at statutory rate    $ 587,570    $ 327,113
              Increase in valuation allowance             (517,228)    (241,966)
              Permanent and other differences               (6,642)      (5,215)
                                                         ---------    ---------
                                                         $  63,700    $  79,932
                                                         =========    =========

Significant  components  of the  Company's  deferred tax assets  (benefits)  and
liabilities are summarized below

                                                           2000         1999
                                                           ----         ----
         Deferred tax assets:
              Net operating loss carry forward           $ 954,074    $ 544,000
              Cash basis of accounting differences          53,372       39,376
         Less valuation allowance                         (770,771)    (410,401)
                                                         ---------    ---------
                                                           236,675      172,975
         Deferred tax liabilities:
              Cash basis of accounting differences            --           --
                                                         ---------    ---------
         Net deferred tax assets                         $ 236,675    $ 172,975
                                                         =========    =========

For the years ended  December  31, 2000 and 1999 income tax benefit is comprised
of the following components

         Current tax benefit                             $    --      $    --
         Deferred tax benefit                               63,700       79,932
                                                         ---------    ---------
                                                         $  63,700    $  79,932
                                                         =========    =========



                                      F-15

<PAGE>

                            WULF INTERNATIONAL, LTD.
                            ------------------------
                                 AND SUBSIDIARY
                                 --------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


8.       RELATED PARTY TRANSACTIONS

During the years ended  December 31, 2000 and 1999, the Company made payments or
accrued  expenses  to  the  following  related  parties  totaling  $100,720  and
$267,662, respectively, for services rendered.

                                                  2000                  1999
                                                  ----                  ----

         Evergreen Petroleum Corporation    $       1,000         $       4,500
         Integra International                      7,500                45,300
         Integra Mining                            31,000                38,000
         WOC Transfer Co.                          37,220                38,500
         Jennifer Wulf                             22,000                39,662
         Penigiran Hashim Jaya                      2,000                68,700
         George Wulf                                    -                33,000

Evergreen Petroleum Corporation is privately owned by Jennifer Wulf. George Wulf
is also the  Chairman  and CEO of  Integra  International  and  Integra  Mining.
Jennifer Wulf owns WOC Transfer Co., the stock  transfer  agent for the Company,
and is the daughter of George Wulf.  Penigiran  Hashim Jaya is an officer of the
Company.

Stockholders
------------

During the year ended December 31, 2000, the Company  received  various advances
from  stockholders  totaling  $179,712.  The advances are non-interest  bearing,
unsecured  and due on  demand as funds  are  available.  On  December  5,  2000,
$148,500 of these advances were repaid through the issuance of 148,500 preferred
stock shares.

International Architects - Engineers and Project Managers, Inc. (AEPM)
----------------------------------------------------------------------

On September 1, 2000, the Company issued 710,000  preferred stock shares to AEPM
for  construction  management  consulting  services  related  to  the  Company's
Philippine housing project.  The CEO, director and stockholder of the Company is
also an officer, director and major stockholder of AEPM. The consulting services
were  valued at $1.00 per share and are to be  provided  through  July 2001.  At
December  2000,  $355,000 of services under the contract have not been performed
and are  reflected in the  accompanying  consolidated  financial  statements  as
prepaid consulting services and reported as a reduction in stockholders' equity.
Also, during the year ended December 31, 2000, the Company paid AEPM $15,071 for
various fee and expense reimbursements.

9.       FINANCIAL INSTRUMENTS

The Company's  financial  instruments,  which  potentially  subject it to credit
risks, consist of its cash, accounts receivable and notes payable.

Cash
----

The Company  maintains  its cash in bank  deposit and other  accounts  that,  at
times, may exceed federally insured limits.  The Company has not experienced any
losses in such accounts,  and does not believe it is subject to any credit risks
involving cash.



                                      F-16

<PAGE>

                            WULF INTERNATIONAL, LTD.
                            ------------------------
                                 AND SUBSIDIARY
                                 --------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


Accounts receivable
-------------------

The Company's  accounts  receivable  are unsecured and represent  fees of closed
mortgage  loans from  customers in the Dallas/Ft.  Worth  metropolitan  area not
collected at years end. Management believes it is not exposed to any significant
credit risks  affecting  accounts  receivable  and that these amounts are fairly
stated at estimated net realizable amounts.

Notes payable
-------------

Management  believes the carrying value of these notes  represent the fair value
of these financial  instruments  because their terms are similar to those in the
lending market for comparable loans with comparable risks.

10.      SEGMENT INFORMATION

The Company  conducts its  operations  through two reporting  segments,  each of
which is conducted through separate corporations.  Those reportable segments are
its Philippine housing project and its mortgage lending activity.

The following table reflects certain information about the Company's  reportable
operating  segments for the years ended December 31, 2000 and 1999. There are no
inter-company revenue or expense transactions.

                                          1999
                                          ----

                                       Philippine      Mortgage
                                        Housing        Lending         Total
                                      -----------    -----------    -----------


  Revenue from external customers     $    20,059    $ 2,196,512    $ 2,216,571
  Operating loss                         (189,877)      (193,050)      (382,927)
  Interest expense                            265          2,242          2,507
  Depreciation and amortization              --           54,376         54,376
  Income tax benefit                         --           79,932         79,932
  Consulting services, non cash           135,050           --          135,050
  Expenditures to acquire long-lived
     assets                                  --           47,137         47,137
  Total long-lived assets net of
     depreciation                            --          105,870        105,870
  Equity in net loss of investees         576,664           --          576,664
  Total assets                            218,607        845,780      1,064,387




                                      F-17

<PAGE>


                            WULF INTERNATIONAL, LTD.
                            ------------------------
                                 AND SUBSIDIARY
                                 --------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


                                          2000
                                          ----

                                       Philippine      Lending
                                        Housing        Mortgage        Total
                                      -----------    -----------    -----------


  Revenue from external customers     $       152    $ 2,905,388    $ 2,905,540
  Operating loss                         (793,324)      (277,328)    (1,070,652)
  Interest expense                           --           10,015         10,015
  Depreciation and amortization           100,000         79,363        179,363
  Income tax benefit                         --           63,700         63,700
  Consulting services, non cash         1,305,223           --        1,305,223
  Expenditures to acquire long-lived
     assets                                  --            6,220          6,220
  Total long-lived assets net of
     depreciation                            --           77,099         77,099
  Equity in net loss of investees         647,481           --          647,481
  Total assets                            204,340        775,706        980,046







                                      F-18