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

                                   FORM 10-KSB/A

|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.  $2,216,571
                                                                   ----------
         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                             30,328,911

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

<PAGE>



                             WULF INTERNATIONAL LTD.
                                TABLE OF CONTENTS

Form 10-KSB Item


Part I.

    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 .........................................5

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

    Item 7.  Financial Statements ............................................14

    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

    Item 11. Security Ownership of Certain Beneficial Owners
                 and Management ..............................................10

    Item 12. Certain Relationships and Related Transactions ..................12

    Item 13. Exhibits, List and Reports
                 On Form 8-K .................................................12

             Signatures ......................................................13





                                       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.

         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.  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.

                                       3
<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.

                                       4

<PAGE>

                                     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



                                     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  reporting,  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 129,000 shares of the Company's preferred stock
have issued for cash and 5,300 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.


                                       5

<PAGE>

                                     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, 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.

         The Company's wholly-owned subsidiary SFM Mortgage,  which was acquired
on April 30,  1999,  is in the process of changing its  operations  to that of a
full scale mortgage company and now has a team in place to accomplish that goal.
The State of Texas has enacted a law allowing  mortgage  companies to do reverse
mortgages as well as refinancing  manufactured  homes in one loan versus the two
loan,  high interest rates current  practice 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.

         Operating  expenses   increased   substantially  in  1999  due  to  the
acquistion  of SFM  Mortgage  and that  subsidiary'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 $2,599,498 in the current year.  The operating loss for Wulf's SFM
subsidiary in 1999 was a loss of $380,574.


         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.



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

         The Company had no operating revenues in 1998 or 1997.


       The Company's general and administrative expenses,  principally related
to the Philippines Housing Project, increased substantially in 1998 versus 1997.
These expenses were $646,297 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.

                                       6

<PAGE>



         Wulf's net loss in 1998 was  $646,297  compared to a loss of $86,491 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.


                                       7
<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.

                                       8

<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.


                                       9

<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                           3,211,200                     11.3%
1909 Central Drive
Bedford, Texas 76021

Steven Nightingale(6)                   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.




                                       10

<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  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.

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  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.

                                       11

<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,  $83,300  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


                                       12

<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: June 5, 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
June 5, 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





                                       13



<PAGE>


Item 7.  Financial Statements

                            Wulf International, Ltd.

                                 And Subsidiary

                        Consolidated Financial Statements

                                       and

                          Independent Auditor's Report

                     Years Ended December 31, 1999 and 1998







                                                                              14


<PAGE>



                                 C O N T E N T S



AUDITOR'S OPINION...........................................................1

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

CONSOLIDATED STATEMENTS OF OPERATIONS.......................................4

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

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

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















<PAGE>



                          Independent Auditor's Report

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


We  have  audited  the   accompanying   consolidated   balance   sheet  of  Wulf
International,  Ltd. and  subsidiary  as of December  31, 1999,  and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
the  year  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  audit.  The
financial  statements of Wulf International,  Ltd. as of December 31, 1998, were
audited by other  auditors  whose  report dated  October 12, 1999,  expressed an
unqualified opinion on those financial statements.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion,  the 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,  1999  and  the
consolidated  results of their operations and their cash flows for the year then
ended in conformity with generally accepted accounting principles.


/s/  Turner, Stone & Company, LLP
---------------------------------
     Certified Public Accountants
     May 10, 2000



                                       1

<PAGE>



                            WULF INTERNATIONAL, LTD.
                                 AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998



                                     Assets

                                                         1999            1998
                                                      ----------      ----------
Current assets:

         Cash                                         $   60,260      $    6,592
         Accounts receivable, trade                       98,368            --
         Advances to employees                             6,003            --
         Deferred income tax benefits                    172,975            --
                                                      ----------      ----------
                  Total current assets                   337,606           6,592
                                                      ----------      ----------
Property and equipment, net of $24,795
     of accumulated deprecation                          105,870            --
                                                      ----------      ----------
Other assets:

         Deposits                                          6,776            --
         Goodwill, net of $29,581 of
             accumulated amortization                    414,135            --
         Investments in GMM and PRM                      200,000            --
         Investment in Warisan Group JV                     --              --
                                                      ----------      ----------
                                                         620,911            --
                                                      ----------      ----------

                                                      $1,064,387      $    6,592
                                                      ==========      ==========










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

                                        2

<PAGE>

<TABLE>

<CAPTION>

                            WULF INTERNATIONAL, LTD.
                                 AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998


                      Liabilities and Stockholders' Equity


                                                             1999        1998
                                                          ----------   ----------
<S>                                                       <C>          <C>

Current liabilities:

         Accounts payable, trade                          $  142,439   $     --
         Accrued expenses                                     84,485         --
         Line of credit                                       81,932         --
         Current portion of long-term note payable             5,157         --
                                                          ----------   ----------
                  Total current liabilities                  314,013         --
                                                          ----------   ----------

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

Stockholders' equity:

         Convertible preferred stock, 10,000,000
             shares authorized, 1,402,800 and 1,107,500
             issued and outstanding, respectively          1,402,800    1,107,500
         Common stock, $ .01 par value,
             50,000,000 shares authorized,
             28,679,111 and 15,861,611
             issued and outstanding, respectively            286,791      158,616
         Paid in capital in excess of par value            3,189,575    1,960,192
         Accumulated deficit                              (4,101,882)  (3,219,716)
         Treasury stock, 50,000 preferred shares,
             at cost                                      (   50,000)        --
                                                          ----------   ----------
                                                             727,284        6,592
                                                          ----------   ----------
                                                          $1,064,387   $    6,592
                                                          ==========   ==========
</TABLE>






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

                                        3


<PAGE>

                            WULF INTERNATIONAL, LTD.
                                 AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



                                                         1999           1998
                                                     -----------    -----------
Revenues:

         Loan origination and other fees             $ 2,181,747    $      --
         Other income                                     34,824           --
                                                     -----------    -----------
                                                       2,216,571           --

Operating costs and expenses:

         Personnel costs                               1,078,105           --
         Loan production costs                         1,020,728           --
         General and administrative                      446,289        646,297
         Amortization                                     29,581           --
         Depreciation                                     24,795           --
                                                     -----------    -----------
                                                       2,599,498        646,297
                                                     -----------    -----------
Operating loss                                          (382,927)      (646,297)

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

Interest expense                                           2,507           --
                                                     -----------    -----------
Loss before income taxes                                (962,098)      (646,297)

Provision for income tax benefit                          79,932           --
                                                     -----------    -----------
Net loss                                             $  (882,166)   $  (646,297)
                                                     ===========    ===========

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



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

                                        4



<PAGE>

<TABLE>

<CAPTION>

                                 AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

                                   Preferred Stock         Common Stock        Add'l Paid       Accumulated   Treasury
                                 Shares      Amount    Shares        Amount    In Capital        Deficit      Stock       Total
                              ---------   ----------   ----------   ---------  -----------    ------------    --------  ------------
<S>                           <C>         <C>          <C>          <C>        <C>            <C>             <C>       <C>

Balance at December 31, 1997     61,000   $   61,000    4,538,003   $  45,380  $ 2,473,788    $( 2,573,419)   $      -  $      6,749

Issuance of preferred stock
     for cash                   158,000      158,000                                                                         158,000

Issuance of common stock
     for cash                                             300,000       3,000       27,000                                    30,000

Issuance of common stock
     for services                                      11,023,068     110,236      134,964                                   245,200

Issuance of preferred stock
     for services               888,500      888,500                            (  675,560)                                  212,940

Net loss                                                                                      (   646,297)              (   646,297)
                              ---------   ----------   ----------   ---------  -----------    ------------    --------  ------------
Balance at December 31, 1998  1,107,500   $1,107,500   15,861,611   $ 158,616  $ 1,960,192   $( 3,219,716)    $      -  $     6,592

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

Issuance of common stock
     for cash                                           3,525,000      35,250      317,250                                  352,500





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

                                        5

<PAGE>

                            WULF INTERNATIONAL, LTD.
                                 AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


                                  Preferred Stock         Common Stock        Add'l Paid       Accumulated   Treasury
                                 Shares      Amount    Shares        Amount    In Capital        Equity       Stock       Total
                              ---------   ----------   ----------   ---------  -----------    ------------   --------  ------------

Issuance of common stock
     for services                                       1,297,500      12,975      116,775                                  129,750

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                   ( 50,000)      781,308

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

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

Issuance of common stock
     for cash upon exercise
     of warrants                                           50,000         500        4,500                                    5,000

Net loss                                                                                      (   882,166)                ( 882,166)
                             ---------   ----------    ----------   ---------  -----------    ------------   --------  ------------
Balance at December 31,
     1999                    1,402,800   $1,402,800    28,679,111   $  28,679  $ 3,189,575   $( 4,101,882)  $( 50,000) $    727,284


</TABLE>





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

                                        6

<PAGE>

                            WULF INTERNATIONAL, LTD.
                                 AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



                                                        1999         1998
                                                     ----------   ----------
Cash flows from operating activities:

         Cash from customers                        $ 2,223,026   $     --
         Cash paid to employees                      (1,078,105)        --
     Cash paid to suppliers                          (1,802,024)   ( 163,157)
         Interest paid                               (      265)        --
                                                     ----------   ----------
         Net cash used in operating activities       (  657,368)   ( 163,157)
                                                     ----------   ----------
Cash flows from investing activities:

         Employee advances repaid                        56,100         --
         Purchase of property and equipment          (   47,137)
         Cash acquired in SFM acquisition               145,901         --
                                                     ----------   ----------
         Net cash used in investing activities          154,864         --
                                                     ----------   ----------
Cash flows from financing activities:

         Issuance of common and preferred stock         481,500      163,000
         Proceeds from line of credit                    81,932         --
         Repayments of notes payable                 (    7,260)        --
                                                     ----------   ----------

         Net cash provided by financing activities      556,172      163,000
                                                     ----------   ----------
Net increase (decrease) in cash                          53,668    (     157)

Cash at beginning of period                               6,592        6,749
                                                     ----------   ----------

Cash at end of period                                $   60,260   $    6,592
                                                     ==========   ==========





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

                                        7

<PAGE>

<TABLE>

<CAPTION>

                            WULF INTERNATIONAL, LTD.
                                 AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


                     Reconciliation of Net Loss to Net Cash
                          Used in Operating Activities


                                                                        1999               1998
                                                                   -------------      -------------
<S>                                                                <C>                <C>

Net loss                                                           $(   882,166)      $(   646,297)

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                                   54,376                  -
         Common stock issued for services                               134,750            237,940
         Preferred stock issued for services                              5,300            245,200
         (Increase) decrease in accounts receivable, trade                6,455                  -
         (Increase) decrease in accrued FIT benefit                 (    79,932)                 -
         Increase (decrease) in accounts payable, trade                 101,114                  -
         Increase (decrease) in accrued expenses                         32,040                  -
         Increase (decrease) in other current liabilities           (    29,305)                 -
                                                                   ------------       ------------

     Total adjustments                                                  224,798            483,140
                                                                   ------------       ------------

Net cash used in operating activities                              $(   657,368)      $(   163,157)
                                                                   ============       ============

                   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)                                          $    200,000       $          -


</TABLE>





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

                                        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, 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, 1998, the beginning of the earliest  period  presented
in the accompany consolidated financial statements.

                                                       Years Ended
                                                       December 31,
                                                  1999             1998
                                                  ----             ----
                  Revenues                  $   3,543,436    $   3,349,100
                  Net loss                  $(    911,657)   $(    316,218)
                  Net loss per share        $(        .03)   $(        .02)


                                        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 Companys  purchase of SFM is being amortized using the
straight-line  method  over ten years.  For the year ended  December  31,  1999,
amortization expense totaled $29,581.

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, 1999 and 1998,  advertising  and  marketing  costs  totaled
$33,478 and $0, 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.



                                       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 6,375,374 and
2,524,941 common stock shares.

For the years ended  December 31, 1999 and 1998,  basic losses per share amounts
are based on 24,295,940 and 13,996,865  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 80%  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.

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.


                                       11


<PAGE>

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


Although  the  Company  has a 56% 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, 1999 and 1998, 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.

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 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.  The
100,000 preferred stock shares are being held in escrow pending the receipt of a
certified engineer's appraisal or a certified audit of both corporations.

The Company accounts for its investments in GMM and PRM using the cost method of
accounting  until the conditional  exercise  referred to above is completed,  at
which time it will consolidate these corporations into its financial 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,  1999 and 1998,  activity in these
warrants were as follows:








                                       12


<PAGE>


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



                                                         1999           1998
                                                         ----           ----
         Warrants outstanding, beginning of year    $  1,046,500   $     61,000

         Warrants issued through issuance of
              preferred stock                            388,300      1,046,500

         Warrants exercised to purchase
              common stock                                50,000              -

         Warrants expired                            ( 1,122,500)   (    61,000)
                                                      ----------     ----------
         Warrants outstanding, end of year          $    262,300   $  1,046,500
                                                      ==========     ==========
4.       COMMITMENTS AND CONTINGENCIES

Leases

The Company  conducts its operations from  facilities in Bedford,  Texas under a
month-to-month  operating  lease  requiring a monthly  rental of $5,798.  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, 1999 and 1998, rent expense, including the amount paid to the
officer, totaled $62,447 and $3,684, respectively.

At December 31, 1999,  The Company was not  obligated  under any  non-cancelable
operating or capital lease agreements.

Litigation

The Company is subject to legal proceedings that arise in the ordinary course of
business.  Management  does not believe that the outcome of any of these matters
will have a material  adverse  effect on the  Company's  consolidated  financial
position, operating results or cash flows.

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
financial  statements.  At  December  31,  1999 and  1998,  the  amount  of this
contingent liability totaled $695,942 and $299,966, respectively.



                                       13

<PAGE>

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


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 next
three  years  SFM  will  increase  the  mortgage   lending  funds  available  to
low/moderate  income  minority  single  family,   owner-occupied  homes  in  the
metroplex by $35,415,258.

At December 31, 1999, SFM had funded loans through two lending  institutions  in
the amount of $3,458,186, for loans not yet funded by the final lender.

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  15%  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, 1999,
employer matching and discretionary contributions to the plan totaled $0.

6.       NOTES PAYABLE

The  Company's  notes  payable  consist of a business line of credit due in July
2000 which bears  interest at prime plus 1.0%, is secured by all Company  assets
and contains 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

                  2000              $    5,157
                  2001                   7,301
                  2002                   7,927
                  2003                   7,862
                                    ----------

                                    $   28,247
                                    ==========







                                       14

<PAGE>

<TABLE>

<CAPTION>

                            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,  1999 and 1998,  the
Company had net  operating  loss carry  forwards for tax  reporting  purposes of
approximately   $1,600,000   and   $1,300,000,    respectively.   During   1999,
approximately  $600,000 of loss carry  forwards  expired.  The  remaining  carry
forwards expire through the year 2013.

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, 1999 and 1998 is as follows.


                                                                             1999             1998
                                                                             ----             ----
<S>                                                                    <C>               <C>

              Tax benefits computed at statutory rate                  $     327,113     $     219,724
              Increase in valuation allowance                           (    241,966)     (    219,724)
              Permanent and other differences                           (      5,215)                -
                                                                       -------------     -------------
                                                                       $      79,932     $           -
                                                                       =============     =============

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

1999                      1998
         Deferred tax assets:
              Net operating loss carry forward                         $     544,000     $     442,000
              Cash basis of accounting differences                            39,376                 -
              Less valuation allowance                                  (    410,401)     (    442,000)
                                                                       -------------     -------------
                                                                             172,975                 -
         Deferred tax liabilities:
              Cash basis of accounting differences                                 -                 -
                                                                       -------------     -------------
         Net deferred tax assets                                       $     172,975     $           -
                                                                       =============     =============

For the years ended  December  31, 1999 and 1998 income tax benefit is comprised
of the following components.

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

</TABLE>




                                       15

<PAGE>

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


8.       RELATED PARTY TRANSACTIONS

During the years ended  December 31, 1999 and 1998, the Company made payments to
the following related parties totaling $267,662 and $121,000,  respectively, for
services rendered.


1999                      1998

         Evergreen Petroleum Corporation               $   4,500     $  56,000
         Integra International                            45,300        32,000
         Integra Mining                                   38,000             -
         WOC Transfer Co.                                 38,500        12,500
         Jennifer Beal                                    39,662         2,500
         Penigiran Hashim Jaya                            68,700        18,000
         George Wulf                                      33,000             -

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

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.

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.


                                       16


<PAGE>

<TABLE>

<CAPTION>

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


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 year ended  December  31,  1999.  For the year ended
December 31, 1998,  the Company's  only  reportable  segment was its  Philippine
housing project and,  accordingly the December 31, 1998  consolidated  financial
statement contains the required segment  information for that year. There are no
inter-company revenue or expense transactions.

                                            Philippine Housing      Mortgage           Total
                                            ------------------      --------           -----
<S>                                              <C>            <C>               <C>


     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
     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
     Income tax benefit                                   -            79,932            79,932

</TABLE>