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, 1999

     or

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

     For the transition period from _______to _______

     Commission File Number 000-08638

                             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)

      1909 Central Drive, Suite 200                              76021
            Bedford, Texas                                     (Zip Code)
 (Address of principal executive offices)

                 Issuer's telephone number, including area code:
                                 (817) 540-7432

      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  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  No X

         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.  $3,364,498
                                                                   ----------
         The aggregate  market value of the voting and non-voting  common equity
held by  non-affiliates  cannot be calculated  because  there is no  established
public market for the issuer's common stock.

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


                                                 Number of Shares Outstanding
Title of Each Class                                    at March 31, 2000
-------------------                                    -----------------

Common Stock, $0.01 Par Value                             29,779,111

                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------
                                      None


<PAGE>



                             WULF INTERNATIONAL LTD.
                                TABLE OF CONTENTS

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

Part I.

    Item 1.  Business

    Item 2.  Properties

    Item 3.  Legal Proceedings

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

Part II.

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

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

    Item 7.  Financial Statements

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

Part III.

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

    Item 10  Executive Compensation

    Item 11. Security Ownership of Certain Beneficial Owners
                 and Management

    Item 12. Certain Relationships and Related Transactions

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

             Signatures


<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.

         Additionally,  while the Company continues to negotiate 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.

         During 1999, the Government of the Philippines  reorganized its housing
program as well as the Executive Branch of the Government, and negotiations with
the  Government  were  placed  on hold for much of the year.  The  Office of the
President now has notified the Company  orally that they are ready to enter into
final negotiations for the housing program (see below under Subsequent Events).

         On March 15, 1999, the Company assigned a ten percent (10%) interest in
and to the Warisan Joint Venture (a seven percent (7%) in the  SPDA-Warisan  JV)
to Taticbilt International  Corporation,  a Philippines Corporation, a qualified
builder of low cost houses in the Philippines.

         On April 6, 1999, the Company entered into a preliminary agreement with
Euro Property & Finance Ltd.("Euro Property") wherein Wulf issued 200,000 shares
of preferred stock in exchange for a 20% interest in a gold exploration  project
in the  Philippines  with the option to acquire the balance of the interest held
by Euro  Property  for the  issuance  of an  additional  100,000  shares of Wulf
preferred stock. Wulf exercised that option on January 31, 2000 (see below)

         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  broker in the home real  estate  market  operating
primarily in Texas and is in the process of  expanding  into other  states.  Its
offices are in Bedford,  TX in the Dallas/Ft.  Worth  metropolitan area. SFM has
been in business  for  approximately  10 years.  As a mortgage  broker it closes
loans using  "warehouse"  lines of credit with financial  institutions  and then
sells those loans to "permanent" lenders within a few days.

         SFM is  currently  a mortgage  banker and is  approved  or exempt to do
business  in 20 states,  and has  exceptions  to do  business  in 17  additional
states. SFM is active in working with low-income and minority housing. SFM plans
to increase its capital and its operating  revenue  through the  acquisition  of
several  other  mortgage  companies  currently  operating in the State of Texas.
There  can be no  assurance  that any of the  negotiations  will  result  in the
acquisition of one or more mortgage companies.

         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 SFM will be able to increase  its capital and even if it can  increase  its
capital  that either SFM or the Company will be  successful  in  developing  its
operations in the Republic of the Philippines.


<PAGE>



Employees

         As of April 14,  2000,  the Company and SFM employed an aggregate of 44
persons, 44 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.

Subsequent Events

         On January 31, 2000,  the Company  exercised its option related to gold
properties held by Euro Property in the Philippines,  thereby  acquiring 100% of
the interest owned by Euro Property and its subsidiary companies,  Gold Mountain
Mining Ltd, Malaguit Mineral Resources  Corporation,  and Pacific Rim Mining Ltd
in the Philippines.  Gold Mountain Mining has filed with the Philippines  Energy
and Mineral  Resources  Department for mining rights to 234,900 hectares of land
in northeastern  Mindanao after the expenditure of approximately  $1,000,000 for
geological information on these lands. This exploration resulted in the location
of potential areas of significant gold values.  Malaguit  Mineral  Resources has
filed a claim to 30,983  hectares  immediately  offshore  from the Percale  Gold
District in Camarines Norte,  Luzon,  after spending  approximately  $500,000 in
exploration  costs. The recovered data indicate the possibility of economic gold
reserves in this block.  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  Government
of the Philippines.

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 owns no real estate. The Company leases  approximately 8080
square feet of general office space at 1909 Central Drive,  Suite 200,  Bedford,
Texas  76021,  of which 1070  square  feet is on a month to month basis and 7010
square feet is pursuant to a lease that is  scheduled  to expire on September 1,
2003. The business operations of SFM are also conducted at this location.

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

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

       Neither the Company nor any of its subsidiaries is a party to any pending
legal proceedings.

<PAGE>

                                     ITEM 4.
               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
               ---------------------------------------------------

                                      None


                                     PART II

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

         Due to the inactive status of the Company between 1992 and 1997 and the
absence of SEC, the Company does not believe that there is an established public
trading market for its common stock.

         As of April 14, 2000, there were  approximately  5,760  shareholders of
record  of the  Company's  common  stock  and 38  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,  1999,  3,525,000  shares of the
Company's  common  stock have been  issued in  exchange  for cash and  1,297,500
shares for services rendered and 179,000 shares of the Company's preferred stock
have issued for cash and 9,300 shares issued for services rendered.  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 1999,  89,000  shares of preferred
stock were  exchanged  for 445,000  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 1999,
the  holders  of 50,000  shares of  preferred  stock  exercised  their  right to
purchase 50,000 shares of common stock.

                                     ITEM 6.
            MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
            ---------------------------------------------------------

Results Of Operations
---------------------

         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, 1999 Compared to the Year
Ended December 31, 1998

         In 1999, Wulf acquired gold properties in the Philippines  that require
additional  expenditures to prove up their value, if any. The principal business
for Wulf in the Philippines, however is the planning, designing and construction
of  low-income  homes for the  Government  of the  Philippines.  The  Government
estimates the present need for homes of this type is over  5,000,000  with about
1,000,000  families already  qualified to purchase a home. Wulf and its partners
in the Warisan Group have a joint venture agreement with the Government to build
1,000,000 new homes in Mindanao during the next ten years.  Further, the Warisan
Group is  negotiating  with the  National  Housing  Authority  to build  another
1,000,000 homes in the northern Philippines. Wulf owns 49% interest in the joint
venture.  Although several international investment banking firms have indicated
they would assist in providing the needed capital, estimated to be $250,000,000,
there is no  assurance  that this  capital  will be  provided  or that  mutually
agreeable  terms and  conditions  can be negotiated  with the  Government of the
Philippines.  To facilitate negotiations with the Government,  the Warisan Group
maintains an office in Manila, Philippines.

<PAGE>

         In 1999, the Company's wholly-owned subsidiary,  SFM prepared to change
its  operations to that of a full-scale  mortgage  company and now has a team in
place to make SFM a  substantial  wholesale  and  retail  mortgage  company.  To
accomplish this goal, SFM has provided  extensive training for its loan officers
and staff." The State of Texas has enacted a law allowing mortgage  companies to
do reverse  mortgages as well as refinancing the manufactured  homes in one loan
versus the high interest rate on the home and another loan on the land.  SFM can
now refinance homes of this type and the land in a regular  Fannie/Freddie  home
loan with a standard  interest rate. This type of financing  covers an estimated
43% of the homes sold in Texas.  Although SFM showed a loss in 1999,  it expects
to return to  profitability  in the year 2000 not only from the above  mentioned
diversification but also from an increased volume of business resulting from the
acquisition of several additional  mortgage companies and the expected contracts
with the Government of the Philippines.  Unaudited financial  statements for SFM
for the 1st quarter  2000 show a profit of $7,844.  The  expectations  of future
profits, however, are not assured.

         Revenues  for 1999,  which are  entirely  from the  Company's  mortgage
subsidiary  (which was acquired on April 30, 1999), were essentially the same as
in 1998.  Revenues in 1999 were  $3,364,498  compared to $3,343,491 in the prior
year.

         Operating expenses increased substantially in 1999 due to the Company'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. Operating expenses were $2,276,238 in the current year, an increase
of 42% compared to 1998's  total of  $1,605,224.  The  expansion of the mortgage
subsidiary's capabilities is expected to begin to be realized in increased sales
in the 2nd quarter of 2000.

         Operating  results  for the  Company  in 1999  were a loss of  $356,576
compared to a profit of $ 394,331 in the prior  year.  This change was caused by
the  increased  expenses  associated  with the mortgage  subsidiary's  expansion
described in the paragraph above.

         The Company's general and administrative expenses,  principally related
to the Philippines  Housing Project  declined  slightly in 1999 versus the prior
year ($553,036 versus $646,247 in 1998).

         The net  loss  for  Wulf in 1999  was  $874,116  compared  to a loss of
$316,218 in the prior year.

Results of Operations  for the Year Ended December 31, 1998 Compared to the Year
Ended December 31, 1997

         Revenues  for 1998,  which are  entirely  from the  Company's  mortgage
subsidiary,  increased  by 50%  over  1997.  Revenues  in 1998  were  $3,343,491
compared to  $2,234,286 in the prior year.  The increased  level of business was
due to the higher  levels of  mortgage  refinancing  as well as  increased  home
financing activity in the Dallas-Ft. Worth region.

         Operating expenses increased in 1998 by 10% due to the higher volume of
activity  as  compared  to 1997.  Operating  expenses  were  $1,605,224  in 1998
compared to $1,454,262 in 1997.

         The Company's  operating profit in 1998 was $394,331 compared to a loss
of $111,947 in 1997.

         The Company's general and administrative expenses,  principally related
to the Philippines Housing Project, increased substantially in 1998 versus 1997.
These expenses were $646,247 in 1998 versus $86,491 in 1997 as activities in the
Philippines  covered a full year in 1998 and only  began in the  latter  part of
1997.

<PAGE>

         Wulf's net loss in 1998 was  $316,218  compared to a loss of $93,955 in
1997.


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

         The  Company  made  no  material  cash   acquisitions   or  improvement
expenditures  during  the year  ended  December  31,  1999,  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.  If the Company is unable to generate
sufficient capital for its Philippines operations, it will restrict its business
plan to the mortgage operations of its subsidiary, SFM.

         Mid-Cities National Bank has extended to the Company's subsidiary,  SFM
a line of credit of $50,000  effective from July 29, 1999 for one year. The line
is secured by a lien on equipment,  inventories and accounts. As of December 31,
1999 a total of $50,000 has been drawn down on this line.  In addition SFM has a
two year bank loan for $21,000 covering certain computer  equipment,  secured by
the same,  maturing July 28, 2001. Interest rates on these loans are at rates of
9% and  9.25%,  respectively.  The 9% rate on the  $50,000  line  of  credit  is
adjusted  based on 1% over the lowest  money center bank rate quoted in the Wall
Street  Journal.  The Company's  subsidiary,  SFM, also has "warehouse  lines of
credit" to temporarily fund mortgages until sold to a permanent lender.

New Accounting Standards.
-------------------------

         In 1998, the Financial  Accounting Standards Board issued SFAS No. 128,
"Earnings  per Share." This  Statement  establishes  standards for computing and
presenting  earnings per share and applies to entities with publicly held common
stock  or  potential  common  stock.  This  statement  simplifies  the  previous
standards  for  computing  earnings  per  share  and makes  them  comparable  to
international EPS standards.  It replaces the presentation of primary EPS with a
presentation  of basic EPS.  It also  requires  dual  presentation  of basic and
diluted EPS on the face of the income  statement  for all entities  with complex
capital   structures  and  requires  a  reconciliation   of  the  numerator  and
denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS  computation.  This Statement is effective for financial  statements
issued for periods ending after December 15, 1997. The Company has compiled with
the  disclosure  requirements  of SFAS 128 in its financial  statements  for its
fiscal year ending December 31, 1999.

         In June 1997, the Financial  Accounting Standards Board issued SFAS No.
131, Disclosures about Segments of an Enterprise and Related  Information.  SFAS
131 establishes  standards for the way that public business  enterprises  report
information about operating segments in annual financial statements and requires
that those business  enterprises  report selected  financial  information  about
operating  segments  in interim  reports to  shareholders.  It also  establishes
standards for related disclosures about products and services, geographic areas,
and major customers.  The disclosure requirements of SFAS Nos. 131 are effective
for financial  statements for financial years beginning after December 15, 1997.
The Company has complied with the disclosure requirements of SFAS No. 131 in its
financial statements for its fiscal year ending December 31, 1999.

Deferred Tax Assets.
--------------------

         The Company  has  deferred  income  benefits of $172,975 on its balance
sheet as an asset resulting from the tax losses at its wholly-owned  subsidiary,
SFM.

<PAGE>

                                     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;
                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
                -------------------------------------------------

         The  directors  and  executive  officers of the Company as of April 14,
2000 are as follows:

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

  George Wulf             69     Chairman of Board of Directors, Chief
                                 Executive Officer, and Principal Financial
                                 And Accounting Officer

  Pg. Hashim Jaya         40     Vice Chairman of the Board of Directors
                                 Executive Vice President, and Secretary

  William L. Franklin     51     President, Chief Operating Officer and Director

  Donald Bernard          67     Director

  Merve Croston           73     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.

         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 meeting of shareholders and directors are
held at such  time and  place as the  Board of  Directors  may from time to time
determine.

         George Wulf has served as the Chief Executive  Officer  Chairman of the
Board of the Company since 1992.  From 1992 to 1997, Mr. Wulf also served as the
Company's  President  and from 1992 to the  present 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 a
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., and Executive Vice President of Integra  International Inc. since December
1995. 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.

<PAGE>

         William L. Franklin has been President and Chief  Operating  Officer of
the Company 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
AEPM  Inc.  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.

         Donald Bernard 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 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.

         Merve Croston  received a BS degree in  Architecture  from the Oklahoma
State University.  After working for Wilson Patterson,  he jointed Morris Parker
and  formed  Parker-Croston  in  1965.  In  1994,  Parker  Croston  merged  with
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 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.

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, 1999, all filing
requirements  applicable  to its executive  officers,  directors and ten percent
shareholders  were  fulfilled on a timely  basis,  except that (1) Mr.  Franklin
failed to report a gift of 10,000  shares of the  Company's  preferred  stock in
June 1999, and gifts totaling 10,000 shares of the Company's  preferred stock in
August  1999,  and (2) Mr. Wulf failed to report a gift of 50,000  shares of the
Company's preferred stock in July 1999.

                                    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
occurred in attending  meetings.  No compensation  was awarded to, earned by, or
paid to officers of the Company in 1999, 1998 or 1997.

<PAGE>

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

         The following tables set forth certain information regarding beneficial
ownership of the common stock as of April 14, 2000,  by (i) all persons known by
the  Company  to be the owner of record or  beneficially  of more than 5% of the
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)                          7,997,774                    27.9%
P.O. Box 795759
Dallas, Texas 75379

Pengiran Hashim Jaya                      255,000                     0.9%
#1 Taman Salmah, Simpang #25
Mata Mata, Gadong
Bandar Seri Begawan, Brunei

William L. Franklin(4)                    512,500                     1.8%
509 Emily Drive
Fort Worth, Texas 76108

Donald Bernard                             70,000                     0.2%
14 Scenic Drive
Whitehall, Montana 59759

Merve Croston(5)                        1,175,000                     4.1%
2424 Winton Terrace West
Fort Worth, Texas 76109

Randie Wolzen(6)                        3,461,200                     12.1%
1909 Central Drive
Bedford, Texas 76021

Steven Nightingale(7)                   3,185,000                     11.1%
P.O. Box 2071
Reno, Nevada 89505

All executive Officers                 10.010.274                     34.9%
and Directors as Group (5 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 with 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  28,679,111  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
     shares included in the table.

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  2,255,000  shares with respect to which Mr. Wulf has the right to
     acquire  by virtue  of the  conversion  of  451,000  outstanding  shares of
     preferred  stock.  Mr. Wulf disclaims  beneficial  ownership of (i) 683,774
     shares  of  common  stock  owned  by  Evergreen  Petroleum  Corporation,  a
     corporation  owned by Mr. Wulf's wife and  daughter;  (ii) 30,500 shares of
     common  stock owned by Mr.  Wulf's  wife;  and (iii) 6,000 shares of common
     stock held in a trust for Mr. Wulf's daughter  pursuant to which Mr. Wulf's
     wife is trustee.

<PAGE>

4.   Includes  (i) 400,000  shares of common  stock shares with respect to which
     Mr. Franklin has the right to acquire by virtue of the conversion of 80,000
     outstanding  shares of preferred  stock,  and (ii) 12,500  shares of common
     stock by Mr. Franklin's wife.

5.   Includes  675,000  shares of common stock with respect to which Mr. Croston
     has the right to acquire by virtue of the conversion of 135,000 outstanding
     shares of preferred stock.

6.   Includes  250,000  shares of common stock with respect to which Ms.  Wolzen
     has the right to acquire by virtue of the conversion of 50,000  outstanding
     shares of preferred stock.

7.   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.

         The following table sets forth certain information regarding beneficial
ownership of the preferred  stock as of April 14, 2000, by (i) all persons known
by the  Company  to be the  owner of record  or  beneficially  of more than five
percent of the outstanding  shares of preferred 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)
Of Beneficial Owner                Beneficial Ownership         Percent of Class
-------------------                --------------------         ----------------

George Wulf                               451,000                     32.6%
P.O. Box 795759
Dallas, Texas 75379

Pengiran Hashim Jaya                            0                      0.0%
#1 Taman Slamah, Simpang #25
Mata Mata, Gadong
Bandar Seri Begawan, Brunei

William L. Franklin                        82,500                      6.0%
509 Emily Drive
Fort Worth, Texas 76108

Donald Bernard                                  0                      0.0%
14 Scenic Drive
Whitehall, Montana 59759

Merve Croston                             135.000                      9.7%
2424 Winston Terrace West
Fort Worth, Texas 7610

Signet Mining & Investments Ltd           200,000                     14.4%
5200 Keller Spring, Suite 423
Dallas, Texas 75248

All Executive Officers and                668,500                     48.3%
Directors as a Group (5 persons)

(1)    Unless otherwise  indicated,  the Company believes that all persons named
       in the table have sole voting power and investment  power with respect to
       all shares of  preferred  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 1,402,800 shares of
       preferred  stock  outstanding,  before  any  consideration  is  given  to
       outstanding options or warrants.

<PAGE>

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

         The Company paid to Integra  International Inc., a corporation in which
Mr.  Wulf is the  Chairman  and Chief  Executive  Officer,  $81,300  in 1999 for
consulting services.

         The Company paid to Pengiran Hashim,  an executive officer and director
of the Company, $94,700, for reimbursement of expenses incurred on behalf of the
Company.

                                     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.
10.7     Letter agreements between Joseph Denahan and the Company. (1)
23.1     Consent of Alvin Dahl & Associates, P. C. (1)
27.1     Financial Data Schedule. (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


<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Act of 1934,  the  registrant has duly caused this report to be signed on behalf
by the undersigned, thereunto duly authorized.

                                  WULF INTERNATIONAL LTD.



                                  By: /s/  George Wulf
                                     -----------------------------
                                           George Wulf
                                           Chief Executive Officer and Principal
                                           Financial and Accounting Officer

         Dated: April 14, 2000

         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 14, 2000.


     Name                                       Title
     ----                                       -----


 /s/  George Wulf
----------------------------
      George Wulf               Chief Executive Officer, Principal Financial and
                                Accounting Officer and Chairman of the Board of
                                Directors

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


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



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



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


<PAGE>


                            Wulf International Ltd.
                           Comparative Balance Sheets
                   For the Year Ended Dec. 31, 1999 and 1998
                                  (unaudited)



                                                       1999           1998

Current Assets:
  Cash                                             $    62,260    $    55,100
  Accounts Receivable-Trade                             98,368        103,039
  Loans in process                                     336,124        393,483
  Deferred income tax benefits                         172,975         93,043
  Other Current Assets                                   6,003        255,644
                                                   -----------    -----------

Total Current Assets                                   675,730        900,309

Property, Plant & Equipment (net of deprec)            105,870         71,385

Other Assets:
  Investment in Philippines Mineral Leases             200,000
  Other                                                  6,776          4,500
Total Other Assets                                     206,776          4,500
                                                   -----------    -----------

Total Assets                                       $   988,376    $   976,194
                                                   ===========    ===========

Current Liabilities:
     Short term debt                               $    87,089    $   104,000
     Accounts payable                              $   142,439    $    57,904
     Accrued Payroll                               $    46,781
     Other current liabilities                     $    37,704    $    67,116
                                                   -----------    -----------
            Total current liabilities              $   314,013    $   229,020
                                                                  -----------
Long term debt,excluding current portion                23,090        164,784

Deferred Federal Income taxes                             --             --

Stockholders Equity:
Common stock $.01 par value 50 million shares
authorized; issued and outstandinG 28,679,111
and 15,861,611 in 1999 and 1998 respectively           286,791        158,616
Capital in excess of par value                       3,105,514      2,535,990

Preferred stock - 10 million shares authorized;
issued  and  outstanding 1,352,800 and 1,107,500
in 1999 and 1998 respectively                        1,352,800      1,107,500
Accumulated earnings (deficit)                      (4,093,832)    (3,219,716)
                                                   -----------    -----------

Total stockholders equity                              651,273        582,390


Total Liabilities and Equity                       $   988,376    $   976,194
                                                   ===========    ===========

<PAGE>

                            Wulf International Ltd.
                      Comparative Statement of Operations
                   For the Years ended Dec. 31, 1999 and 1998
                                   (unaudited)


                                             1999            1998


Revenues-mortgage & other fees          $  3,364,498    $  3,343,491
Less: Mortgage and other fees paid         1,444,836       1,343,936
                                        ------------    ------------
Net revenues                               1,919,662       1,999,555

Operating expenses                         2,276,238       1,605,224
                                        ------------    ------------

  Operating income (loss)                   (356,576)        394,331

General and administrative
expenses, principally related to
Philippines Housing project                  553,036         646,247

Other income (expense) - net                 (44,436)        (61,731)
                                        ------------    ------------

Loss before income taxes                    (954,048)       (313,647)
Provision for defer. inc tax benefits         79,932
Provision for income taxes                     2,571
                                        ------------    ------------

Net loss                                    (874,116)       (316,218)
                                        ============    ============

Net loss per share                            (0.038)         (0.015)

Weighted average number of
common shares outstanding                 23,007,168      21,496,865

Fully diluted number of shares            29,676,548      25,886,552

Fully diluted net loss per share              (0.029)         (0.012)




<PAGE>

<TABLE>

<CAPTION>

                            Wulf International Ltd.
                       Statement of Stockholders' Equity
                 For the Years ended December 31, 1999 and 1998
                                  (Unaudited)

                                        Common Stock                            Preferred Stock
                         -----------------------------------------   ---------------------------------     Accumulat.    Total Stk
                         Shares         Par Value       Excess               Shares        Dollars          Deficit      Equity
                                                      of par value
                        ----------      ---------     ------------        ----------     -----------      -----------    ---------
<S>                     <C>             <C>           <C>                 <C>            <C>              <C>            <C>
Bal January 1, 1998      4,538,003      $ 45,380      $2,473,788              61,000     $    61,000      $(2,573,419)   $   6,749

Shares for cash            300,000         3,000          27,000             158,000         158,000                       188,000
Shares for services     11,023,608       110,236         134,964                                                           245,200
Preferred sh. For svc                                                        888,500         888,500                       888,500
Other                                                    -675560                                                           -675560
Loss for the year                                                                                             -646297      -646297

Bal Dec 31, 1998        15,861,611       158,616       1,960,192           1,107,500       1,107,500       (3,219,716)        6592


Balance Jan 1, 1999     15,861,611      $158,616      $1,960,192           1,107,500       1,107,500       (3,219,716)   $   6,592


Shares for cash          3,525,000        35,250         312,250             179,000         179,000                       526,500
Common sh for svcs       1,297,500        12,975                                                                            12,975
Prefered for comm          445,000         4,450          40,050             (89,000)        (89,000)                      (44,500)
Warrants exer.              50,000           500           4,500                                                             5,000
Phil. Gold lease                                                             200,000         200,000                       200,000
SFM Acq.                 7,500,000        75,000         706,308                                                           781,308
Loss for the year                                                                                            (874,116)    (874,116)
Pref for services                                                              9,300           9,300                         9,300
Other                                                     82,214             (54,000)        (54,000)                       82,214
Balance 12-31-99        28,679,111      $286,791      $3,105,514           1,352,800     $ 1,352,800      $(4,093,832)   $ 651,273

</TABLE>



<PAGE>

<TABLE>

<CAPTION>

                            Wulf International Ltd.
                            Statement of Cash Flows
                   For the Years ended Dec. 31, 1999 and 1998
                                  (Unaudited)

                                                                      1999         1998
<S>                                                                 <C>          <C>
Cash Flows from Operating Activities:
      Net loss                                                      $(874,116)   $(316,218)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation                                                           31,939       18,529
Writeoff of non-collectible account                                    51,960
(Increase) decrease in loans in progress                               57,359     (276,351)
Other operating changes (net)                                          58,638      (10,147)

                                                                    ---------    ---------

Net cash provided (used) by operating activities                     (674,220)    (584,187)
                                                                    ---------    ---------

Cash (used) provided by investing activities
Additions to PP&E net                                                 (66,807)     (60,033)
Repayment of investment house debt                                   (104,000)
Proceeds from sale of investment house                                127,464

Purchase of Philippines Minerals Lease                               (200,000)
                                                                    ---------    ---------
      Net cash (used) by investing activities                        (243,343)     (60,033)
                                                                    ---------    ---------

Cash provided (used) by financing activities:
      Proceeds from issuance of long term debt                         91,145
      Net proceeds from lines of credit                                81,932
      Repayment of long term debt                                     (10,984)     (62,653)
      Proceeds from sale of SFM conv. Deb                             135,000
      Purchase Class B common stock of SFM                            (35,000)
      Sale of common stock                                            352,500       30,000
      Sale of preferred stock                                         179,000      133,000
      Common stock for services                                        12,975      245,200
      Preferred stock for services                                      9,300      237,940
      Prefer. stock for Philip. Mineral Lease                         200,000
                                                                    ---------    ---------

Net cash provided (used) by financing activities                      924,723      674,632
                                                                    ---------    ---------

Increase (decrease) in cash:                                            7,160       30,412
Cash, January 1                                                        55,100       24,688
                                                                    ---------    ---------

Cash December 31                                                    $  62,260    $  55,100
                                                                    =========    =========

Supplemental cash flow information:
      Income taxes paid                                                  --           --
      Interest paid                                                     3,488       29,163

</TABLE>

<PAGE>

                             Wulf International LTD
                          Notes to Financial Statements
                 For the Years Ended December 31, 1999 and 1998


Note 1: Summary of Significant Accounting Policies:

a. Organization and Business Activities

Wulf Oil  Corporation  was  incorporated  in Colorado  in 1973.  The Company was
organized  as an  oil  and  gas  exploration  and  operated  as an oil  and  gas
exploration  entity until 1992. In 1992, the Company became  inactive and ceased
filing  reports 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, to construct 1 million low cost
housing units in the southern  portion of the country.  The Company is currently
seeking funding and Government guarantees for this project.

On April 30, 1999 the Company  acquired all of the  outstanding  common stock of
Specialized  Financial  Services,  Inc. a Texas corporation.  The Company issued
7,500,000  shares of its common stock for 100% of the stock held by stockholders
of  Specialized  Financial  Services,  Inc.  d.b.a.  SFM Mortgage  Company.  SFM
originates  mortgage  loans and sells these loans to  permanent  lenders.  Since
there is not an established  market for either  company's stock, the transaction
was  valued at the book  value of SFM at April 30,  1999.  The  acquisition  was
accounted for on the purchase  method of accounting.  Financial  statements have
been restated to reflect the operations of SFM in both 1999 and 1998.


b.  Cash and Cash Equivalents:

For purposes of reporting cash flows, the Company considers all cash on hand and
in banks,  certificates of deposit and other highly liquid debt instruments with
a maturity  of three  months or less at the date of purchase to be cash and cash
equivalents.

c.  Revenue recognition and credit policies:

Revenues  are  recorded  using the accrual  method.  Mortgage  fee  revenues are
recognized when the loan has been approved for funding by the mortgage  company.
The loans in process  account  was  estimated  by  determining  what  percent of
pending  loans  will be  funded  based  on  prior  history  less  the  estimated
commission payable to loan officers.

d.  Inventory:

The Company currently holds no inventory.

<PAGE>

e.  Property and equipment:

Property and equipment  will be recorded at its  historical  cost.  Depreciation
will  be  provided  for in  amounts  sufficient  to  relate  the  asset  cost to
operations  over  the  estimated  useful  life  ( five  to  seven  years)  using
accelerated depreciation for financial reporting purposes.

Gains and losses from  disposition  of property and equipment will be recognized
as incurred and will be included in operations.

f.  Income Taxes:

The  Company  uses the asset and  liability  method as  identified  in SFAS 109,
Accounting for Income Taxes.

g.  Estimates:

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

h.  Asset Impairment:

The Company adopted the provisions of SFAS 121, Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of, in its financial
statements beginning for the year ended December 31, 1998.

i.  Stock-Based Compensation:

The  Company  will follow the  intrinsic  value based  method of  accounting  as
prescribed by SFAS No. 123,  Accounting for  Stock-Based  Compensation,  for its
stock-based compensation. The Company has not adopted a stock option plan.

<PAGE>

Note 2: Related Party Transactions:

During the years ended December 31, 1999 and 1998,  Common and preferred  shares
were issued to related parties, as follows, for services rendered:

Common shares issued to:                     1999                 1998
------------------------                    --------            ---------
George Wulf, CEO                                                5,000,000
Steven Nightingdale                                             3,000,000
Joseph Denahan                                                    100,000
Tricity Holding Corporation                                       900,000
Merve Croston, formerly associated            70,000
   With FSB Parker-Croston
Jenny Franklin, wife of Larry Franklin        57,500
Tigarat                                      400,000

Preferred shares issued to:
George Wulf, CEO                                                  500,000
Joseph Denahan                                                    100,000
Larry Franklin, President and COO                                 100,000
Jenny Franklin, wife of Larry Franklin                              2,500
M. Croston, formerly associated
         with FSB Parker-Croston                                  100,000
Tijarat & Investment Corporation                                   86,000


During  1999 and 1998 the Company  made cash  payments  to related  parties,  as
follows, for services rendered or expenses incurred on behalf of the Company:

                                             1999                 1998
                                            --------            ---------
Evergreen Petroleum Corporation                                 $  56,000
Integra International                       $ 81,300            $  32,000
WOC Transfer Co (Transfer Agent)                                $  12,500
Jennifer Beal                                                   $   2,500
Penigiran Hashim Jaya                         94,700            $  18,000
Larry Franklin, Director of Wulf

Evergreen  Petroleum  Corporation  is a private  company owned by Janis Wulf and
Jennifer  Beal.  FSB   Parker-Croston  is  providing  design  services  for  the
Philippines   project.   George  Wulf  is  the   Chairman  and  CEO  of  Integra
International. Jennifer Beal and Janis Wulf own WOC Transfer Company and are the
daughter  and wife of George  Wulf.  Pengiran  Hashim  Jaya is an officer of the
Company.  Joseph  Denahan is  currently  providing  consulting  services  to the
Company. Larry Franklin is President and a Director of Wulf International Ltd.

Note 3: Investment in Philipine Housing Project:

The Company expended  $543,984 in 1999 and $646,247 in 1998 on its joint venture
with an agency of the  Government of the  Philippines.  (See Note 1 (a)).  These
amounts were expensed in the year incurred.

<PAGE>

Note 4:  Earnings (Loss) Per Common Share

Earnings  per common  share are  computed by dividing net income by the weighted
average number of common shares and common stock equivalents  outstanding during
1999 and 1998.  SFAS No.  128,  Earnings  per Share  applies  to  entities  with
publicly  held  common  stock  and  establishes   standards  for  computing  and
presenting earnings per share (EPS). Basic EPS excludes dilution and is computed
by dividing  income  available to common  shareholders  by the  weighted-average
number of common  shares  outstanding  for the period.  Diluted EPS reflects the
potential  dilution that could occur if  securities or other  contracts to issue
common stock were  exercised  or converted  into common stock or resulted in the
issuance  of common  stock that then shared in the  earnings  of the entity.  At
December  31,  1999  and  1998,  respectively,  the  Company  had  common  stock
outstanding of 28,679,111 and 15,861,611  shares. The weighted average number of
common shares  outstanding  as of December 31, 1999 and 1998  respectively,  was
29,676,548  and  13,996,865  and Basic Earnings per share was $() and $(). Fully
diluted  shares  outstanding  at December 31, 1999 and 1998 were  35,705,411 and
18,386,552 respectively.

Note 6:  Income Taxes  (incorporate SFM numbers)

At December 31, 1999, the Company has available net operating loss carryforwards
of approximately $1,282,700 for federal income tax purposes that begin to expire
in 1999. The federal income tax  carryforwards  resulted from the operating loss
generated  by prior  operations  and  losses  in 1997 and  1998.  For  financial
purposes,  a valuation allowance of $1,282,700 has been recognized to offset any
deferred tax assets.  There are no deferred  tax  liabilities.  Deferred  income
taxes reflect the net tax effects of temporary  differences between the carrying
amounts of assets and  liabilities  for  financial  reporting  purposes  and the
amounts used for income tax purposes.  The company had generated substantial tax
loss carryforwards in prior fiscal periods which expired unused in prior periods
and in 1998 and 1997.

Year of Expiration                  Losses                     Credits
------------------                  ------                     -------
         1997                     $ 186,000
         1998                       496,000                    $ 5,000
         1999                       550,000
         ----                          --
         2012                        86,400
         2013                       646,300
         2014

<PAGE>

Note 7:  Stockholders'Equity

At December 31, 1999 and 1998,  the number of  authorized  and issued common and
preferred shares and the related par value and dividends paid are as follows:

                                                   1999           1998
                                                   ----           ----

Common stock authorized                         50,000,000     50,000,000
Common stock issued and outstanding             28,679,111     15,861,611
Common stock par value                               $0.01          $0.01

Preferred stock authorized                      10,000,000     10,000,000
Preferred stock issued and outstanding           1,352,800      1,107,500
Preferred stock par value                            $1.00          $1.00

No dividends have been paid on common or preferred stock

Note 8:  Fair Values of Financial Instruments

The following  methods and  assumptions  were used to estimate the fair value of
financial instruments:

Cash and Cash Equivalents. The carrying amount reported in the balance sheet for
cash and cash equivalents approximates its fair value.

Accounts  Receivable  and  Accounts  Payable.  The  carrying  amount of accounts
receivable and accounts payable in the balance sheet approximates fair value.

Short-Term  and  Long-Term  Debt.  The  carrying  amount  of the  advances  from
affiliates  recorded in the balance sheet approximates fair value because of its
short term and its non-interest-bearing basis.

The carrying amounts of the Company's financial instruments at December 31, 1999
and 1998, respectively, represent fair value.

Note 9:  Comprehensive Income

SFAS No. 130, Reporting Comprehensive Income establishes standards for reporting
and display of  comprehensive  income and its  components  (revenues,  expenses,
gains and  losses) in a full set of  general-purpose  financial  statements.  It
requires  that all items that are  required to be  recognized  under  accounting
standards  as  components  of  comprehensive  income be  reported in a financial
statement  that is  displayed  with  the  same  prominence  as  other  financial
statements. SFAS No. 130 requires that an enterprise (a) classify items of other
comprehensive  income by their nature in a financial  statement  and (b) display
the accumulated balance of other  comprehensive  income separately from retained
earnings and additional  paid in capital in the equity section of a statement of
financial position. The Company's  comprehensive income does not differ from its
reported net income.

<PAGE>

Note 10:  Contingent  Liabilities

The Company has  entered  into  certain  transactions  for which  payment of the
obligations  incurred is  contingent  upon funding of the  Philippines  National
Shelter Project.  These amounts are only due and payable when and if funding for
this project is obtained.  Should funding not be obtained these amounts will not
be due and payable. There has been no provision for these contingent liabilities
in the financial records of the Company.

         FSP Parker Croston (architects and engineers)      $        147,182
         Merve Croston, Architect                                     12,710
         AEPM (construction and project managers)                    423,000
         Joseph A. Denahan (financial consultant)                    113,050


On April 1, 1998,  SFM  Mortgage et al 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 next  three  years SFM will  increase  the funds  available  to low/mod
income minority single family,  owner-occupied  mortgage loans by $35,415,258 in
the metroplex.