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, 2001

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

                           Commission file no. 0-8638

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

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

      2591 Dallas Parkway, Suite 300
              Frisco, TX                                    75034
 (Address of principal executive offices)                 (Zip Code)

                 Issuer's telephone number, including area code:
                                 (972) 292-3255

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

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

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

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

     State issuer's revenues for its most recent fiscal year. - 0 -
                                                              -----

     The aggregate market value of the voting and non-voting  common equity held
by non-affiliates of March 31, 2002 was: $1,893,115

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


Title of Each Class                              Number of Shares Outstanding
-------------------                                    At March 31, 2002

Common Stock, $0.01 Par Value                              49,729,209


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


Transitional Small Business Disclosure Format   Yes    No X
                                                   ---   ---
<PAGE>

                             WULF INTERNATIONAL LTD.
                                TABLE OF CONTENTS

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


Part I.

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

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

    Item 7.  Financial Statements                                              8

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

Part III.

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

    Item 10  Executive Compensation                                           10

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

    Item 12. Certain Relationships and Related Transactions                   11

    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 developed
and is  attempting to implement a plan to provide  construction  of low cost and
low priced houses in the  Philippines  and has financed its efforts  through the
sale of its stock,  both  common and  preferred.  The  Company has sold stock in
private  transactions  for cash and issued  stock to  consultants  for  services
rendered.

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

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

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

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

In 2002 Wulf began looking at other developing  countries,  such as Pakistan, to
implement low cost housing projects.

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

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


                                       3
<PAGE>

Sierra de Oro Project - The Island of Mindanao is known for several primary gold
deposits.  The  area of  sampling  covers  about  580,000  hectares  and some 29
exploration  permit areas.  Hundreds of rock samples were collected and analyzed
for gold, silver, and other minerals. The exploration plan is to (1) acquire new
permits on the anomalous  gold areas as defined by the sampling,  (2) conduct an
air magnetic  survey and possibly color  satellite  photography,  and (3) obtain
core-drilling  samples in the most promising  areas. The cost of this program is
estimated at $700,000.  The Company  plans to implement  this project as funding
availability and the price of gold dictate.

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

The Company is amortizing  its  investment in the geologic data over three years
(3),  starting January 1, 2000, and has amortized  $200,000 through December 31,
2001.


     On April 30, 1999 the Company  acquired  all of the issued and  outstanding
shares of  Specialized  Financial  Services,  Inc.,  d/b/a SFM Mortgage  Company
("SFM").  The  shareholders  of SFM received  7,500,000  shares of the Company's
common stock. Thus, SFM became a wholly owned subsidiary of the Company.  SFM is
a mortgage banker in the home real estate market  operating  primarily in Texas.
Its offices are in Bedford,  TX in the Dallas/Ft.  Worth  metropolitan area. SFM
has been in business for  approximately 12 years. As a mortgage broker it closes
loans using  "warehouse"  lines of credit with financial  institutions  and then
sells those loans to "permanent" lenders, generally within two weeks.

On  September  5,  2001 Wulf sold 55% of its SFM  Mortgage  subsidiary  to Trian
Holdings,  L.L.C., a Texas Corporation.  The consideration was the assumption of
all debts of SFM, the return of 300,000 Wulf preferred shares  previously issued
to SFM by Wulf, and the commitment by Trian to establish a Philippines  mortgage
subsidiary.

The  financial  statements  of  Wulf  reflect  through  September  5,  2001  the
consolidated  results of operations for SFM. After that time the results for SFM
are not  consolidated and at December 31, 2001 the investment in SFM is shown as
an  investment  at its book value and is  accounted  for on the equity  basis of
accounting. Wulf will not have Board representation or management control of SFM
after September 5, 2001.


Employees

Wulf's  officers  serve  without  cash  compensation.  There  are no  employees.
Directors serve without cash  compensation but do receive stock awards for their
service.


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  andassumptions relating


                                       4
<PAGE>

to the Company's  operations and results of operations,  competitive factors and
pricing  pressures,  risks  inherent in  acquisitions  and  business  expansion,
changes in  governmental  policies  and/or  regulations in the  Philippines,  in
addition to any  uncertainties  specifically  identified in the text surrounding
such  statements and  uncertainties  with respect to changes or  developments in
social, economic, business, industry, market, legal and regulatory circumstances
and conditions.  Should one or more of these risks or uncertainties  materialize
or should the underlying  assumptions  prove incorrect,  actual results may vary
significantly from those anticipated, believed, estimated, expected, intended or
planned.


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

     The Company's  offices are at 2591 Dallas Parkway,  suite 300,  Frisco,  TX
75034. Frisco is a suburb of Dallas. The lease is on a month-to-month  basis and
the monthly rent is $1000. The offices are approximately 525 sq. ft. The Company
owns no real estate.


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


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

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

     SFM,  in which  Wulf  holds a 45%  interest,  was named as  defendant  in a
lawsuit filed October 25, 2000, by a mortgage  funding company whom SFM had sold
a residential mortgage to in April of 1997. Plaintiff alleges breach of contract
in regards to the work of an outside  independent  appraiser  and damages in the
amount of $151,138 plus legal costs and fees and interest  against the Company's
subsidiary, SFM. Wulf is not a party to this lawsuit.



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

                                      None


                                       5
<PAGE>

                                     PART II



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

     On  September  8, 2000 Wulf  common  stock  began  trading  on the Over the
Counter  Bulletin Board (OTCBB) under the symbol WLFO. The following  table sets
forth high and low bid  quotations  from a market maker in Wulf common stock for
the periods  indicated for the year 2001. The per share quotations may represent
inter-dealer   prices  without  adjustment  for  retail   mark-up/mark-down   or
commissions and may not necessarily represent actual transactions.

                                              Per share
                                              ---------
                 Period                      High     Low
                 ------                      ----     ---
                 1st Quarter                 .40      .05
                 2nd Quarter                 .14      .04
                 3rd Quarter                 .15      .04
                 4th quarter                 .10      .015

     As of December 31, 2001,  there were  approximately  5,900  shareholders of
record of the Company's common stock and approximately 45 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, if any, 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, 2001, 2,604,000 shares of the Company's
common  stock have been issued in  exchange  for cash and  4,007,628  shares for
services.

     No preferred stock was issued for cash and 1,933,400  preferred shares were
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 2001,  75,000 shares of preferred  stock were  exchanged for 375,000
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 2001,  the holders of 35,000 shares of preferred
stock exercised their right to purchase 35,000 shares of common stock.

                                     ITEM 6.

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

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


                                       6
<PAGE>

Results of Operations  for the Year Ended December 31, 2001 Compared to the Year
Ended December 31, 2000


The net loss of the Company in 2001 was $1,573,654,  which was approximately the
same as the loss of $1,664,448 in the prior year.  The losses in both years were
due primarily to high levels of expense  associated with Wulf's  Philippines low
cost  housing  project.  A major  portion  of these  expenses  were  paid for by
issuance of Company stock for services rendered.


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

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

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


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

     The Company made no material cash acquisitions or improvement  expenditures
during the year ended December 31, 2001, 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.


New Accounting Standards.

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

Deferred Tax Assets.

At December 31, 2001 Wulf had no deferred tax assets on its balance sheet.


                                       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 Persons;
            COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT
            --------------------------------------------------------

     The directors  and  executive  officers of the Company as of April 30, 2002
are as follows:

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

George Wulf                   71          Chairman of Board of Directors,
                                          Chief executive officer, Chief
                                          Financial officer

Malik Firoze                  49          President and chief operating officer,
                                          Secretary,  Director

Pg. Hashim Jaya               43          Director

William L. Franklin           53          Director


Omar Amin, Sr.                72          Director


Merve Croston                 75          Director, Assistant Secretary


Gary Lacefield                46          Director

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

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

     George Wulf has served as Chairman of the Board of the Company  since 1992.
He has served also as Chief Executive Officer from 1992 until December 13, 2000,
and as CEO from  January 1, 2002 to  current.  From 1992 to 1997,  Mr. Wulf also
served as the Company's  President and from 1992 until September 21, 2000 as its
Principal  Financial  Officer.  He  received  BS and  MS  degrees  in  petroleum
engineering  and  geology,  respectively,  a Ph.D.  degree in  geology  from the
University  of Michigan  and an LL.B.  degree in Law. He is Director and General
Manager of Primal Corporation  (Brunei) and Chairman of Integra Mining (Brunei).
He started his career with Mobil in the U.S. and abroad, later worked for Amoco,
and then spent over 30 years as an independent oil and gas operator, both in the
U.S. and  internationally.  He is a fellow of the Geological  Society of America
and a member of several other professional  organizations including the American
Association of Petroleum  Geologists,  the  Geological  Society of Nepal and the
Association of International Petroleum Negotiators.

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




                                       8
<PAGE>

     William  L.  Franklin  was Chief  Executive  Officer  of the  Company  from
December 13, 2000 to December 31, 2001. Mr.  Franklin has been employed for more
than the last  five  years as Vice  President  of the  Tarrant  County  Hospital
District where he is responsible for all facilities related capital  activities.
He  is  also   President,   Director   and  a   shareholder   of   International
Architects-Engineers  Project Managers,  Inc. (AEPM) a project  management firm,
which with Wulf has a  contractual  relationship.  He holds BS and MS degrees in
Aerospace  Engineering from the Georgia Institute of Technology and an MS degree
in Management Science. He is a Registered Professional Engineer. While in the U.
S. Army Corps of Engineers,  he was in charge of a $200 million military housing
and airport construction project in Dhahran, Saudi Arabia. Mr. Franklin also has
been  involved in  construction  projects in the People's  Republic of China and
large projects in the Dallas-Ft.  Worth area. He is a member of the Construction
Management Association of America and several other professional organizations.


     Omar Amin,  Sr. was elected a Director on September  21, '00. He has served
the Government of the Philippines for 52 years in various  judicial  capacities,
including  since 1996 until his retirement in 1999, as Associate  Justice of the
Philippines  Federal Court of Appeals. He is President of the Philippines Judges
Association and maintains a private law practice in Makati, Metro Manila.

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

     Malik Firoze was  appointed a Director of the Company on September 21, '00.
He was appointed President and chief operation officer on April 11, 2002. He has
been the  owner/president of Travel Monitors of America,  Inc. in Dallas, TX for
the past 12 years.  Mr.  Firoze has a  master's  degree in  economics  from Agra
University in Agra, India. He is fluent in the HINDI and URDU languages.

     Gary  Lacefield was appointed a Director of the Company on August 21, 2001.
He has served as a senior  vice  president  of CTX  Mortgage/Centex  Corporation
since 1999.  Prior to that he was a manager with the U.S.  Department of Housing
and  Urban  Development  since  1990.  He holds a  doctorate  from the Texas A&M
University.


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,  2001,  all filing
requirements  applicable  to its executive  officers,  directors and ten percent
shareholders were fulfilled.


                                       9
<PAGE>

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

     Directors of the Company  currently  receive no compensation for serving on
the Board of Directors other than reimbursement of reasonable  expenses incurred
in attending  meetings.  No cash compensation was awarded to, earned by, or paid
to  officers  of the  Company in 2001 or 2000.  Directors  are  currently  being
granted for their service 15,000 shares of preferred stock per quarter.

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

     The following  tables set forth certain  information  regarding  beneficial
ownership of the Company's common stock as of March 31, 2002, by (i) all persons
known by the Company to be the owner of record or  beneficially  of more than 5%
of the Company's  outstanding  common stock,  (ii) each director of the Company,
(iii) each executive officer of the Company and (iv) all directors and executive
officers as a group.

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

George Wulf (3)                         4,452,500                      9.0%
P.O. Box 795759
Dallas, Texas 75379

Pengiran Hashim Jaya                      833,400                      1.7%
#1 Taman Salmah, Simpang #25
Mata Mata, Gadong
Bandar Seri Begawan, Brunei

William L. Franklin(4)                    2,401,500                    4.8%
509 Emily Drive
Fort Worth, Texas 76108


Omar Amin, Sr.                              250,000                    0.5%
16 Chason Townhouse C
Raymundo Ave
Maybunga, Pasig, Philippines

Gary Lacefield                              175,000                    0.3%
1706 Wild Horse Road
Decatur, TX 76234

Merve Croston                             2,099,500                    4.2%
2424 Winton Terrace West
Fort Worth, Texas 76109

Malik Firoze      (5)                     1,655,000                    3.3%
310 Townhouse Lane
Richardson, TX 75244

Randie Wolzen                             3,013,640                    6.1%
813 Overhill Court
Hurst, TX 76053



                                       10
<PAGE>

Steven Nightingale(6)                     3,618,000                    7.3%
P.O. Box 2071
Reno, Nevada 89505

All executive Officers                   11,866,900                   23.9%
and Directors as Group ( 7 persons)

1.   Unless otherwise indicated,  the Company believes that all persons named in
     the table have sole voting and investment  power with respect to all shares
     of common  stock  beneficially  owned by them. A person is deemed to be the
     beneficial  owner of securities  that can be acquired by such person within
     60 days upon the exercise of options and warrants.  Each beneficial owner's
     percentage  ownership is  determined  by assuming that options and warrants
     that are held by such person  (but not those held by any other  person) and
     which are  exercisable  within 60 days  have  been  exercised.  Percentages
     herein  assume a base of  49,729,209  shares of common  stock  outstanding,
     before any  consideration  is given to  outstanding  convertible  preferred
     stock,  options or warrants.  Certain of the Company's  directors  disclaim
     beneficial ownership of some of the 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  1,835,000  shares with respect to which Mr. Wulf has the right to
     acquire by virtue of the  conversion of 367,000  shares of preferred  stock
     owned by him.  Also  included,  though Mr. Wulf  disclaims  any  beneficial
     interest,  is 30,000 shares of common stock owned by Mr. Wulf's wife.  Also
     included are warrants  attached to 1,687,000  preferred shares owned by Mr.
     Wulf.

4.   Includes  (i)  710,000  shares of common  stock  with  respect to which Mr.
     Franklin has the right to acquire by virtue of the  conversion of preferred
     stock, (ii) 874,500 shares of common stock owned by Mr. Franklin's wife and
     (iii)  467,000  shares by virtue of the  exercise of  warrants  attached to
     preferred stock owned by Mr. Franklin.

5.   Includes  495,000  shares owned by Mr.  Firoze's  family and 400,000 shares
     appicable to warrants on preferred stock owned by him.

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.



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

     George R.  Wulf,  Chairman  of Wulf,  was  reimbursed  for travel and other
Philippines  project  expenses in 2001 amounting to $26,700.  He also was issued
1,320,000  preferred  shares for  continuing his commitment to serve the Company
through the end of 2002.

     In 2001,  Wulf paid to Integra  Mining,  a company in which Pengiran Hashim
Jaya is a Director & Officer,  $17,150 for consulting services and reimbursement
of expenses in connection with the Philippines project. Mr. Jaya was also issued
528,400  shares of  preferred  stock  for his  commitment  to serve the  Company
through  the end of  2002.  Mr.  Jaya is a  Director  of Wulf and  served  as an
executive officer during 2001.


     International  Architects,  Engineers and Project Managers,  Inc. (AEPM), a
company in which Mr.  Franklin,  a  Director  of Wulf,  is a major  shareholder,
director  and  officer,  was paid  $10,429 in 2001 for  consulting  services and
expense reimbursement. Merve Croston, Director of Wulf, is also a shareholder in
AEPM.


                                       11
<PAGE>

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


     Joseph A. Denahan,  Director and vice president and chief financial officer
of the Company (resigned as a Director and Officer on January 15, 2002) received
575,000 shares of restricted  common stock during the year for services rendered
on behalf of the Company.

     Omar Amin, Sr. , Director of Wulf,  received  75,000 shares of common stock
during 2001 for services rendered.

     Gary Lacefield  received 100,000 shares of common stock in 2001 for service
as a director.

     WOC Stock Transfer Co., the Company's stock transfer agent, is owned by Mr.
Wulf's  daughter and was issued  300,000  shares of restricted  common stock for
services performed.

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

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

     3.   Reports on Form 8-K

     None


                                       12
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of Section  13 or 15 (d) of the  Securities
Exchange Act of 1934,  the  registrant  has duly caused this SEC Form 10-KSB for
the year 2001 to be signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                  WULF INTERNATIONAL LTD.



                                  By: /s/ George R. Wulf
                                     -------------------
                                     George R. Wulf
                                     Chairman and Chief Executive Officer,
                                     Chief Financial Officer

                                  By: /s/ Malik Firoze
                                     -------------------
                                     Malik Firoze, President and Chief
                                     Operating Officer, Secretary

     Dated: April 30, 2002

     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
30, 2002.


         Name                                     Title
         ----                                     -----

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


 /s/  Pg. Hashim Jaya           Director
 --------------------------
Pg. Hashim Jaya

/s/   Larry Franklin            Director
--------------------------
Larry Franklin

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


 /s/  Merve Croston             Director, Assistant Secretary
--------------------------
Merve Croston


/s/   Malik Firoze              President and Chief Operating Officer,
--------------------------      Secretary, Director
Malik Firoze

/s/ Gary Lacefield              Director
--------------------------
Gary Lacefield


                                       13
<PAGE>










                            Wulf International, Ltd.

                                 and Subsidiary

                        Consolidated Financial Statements

                                       and

                          Independent Auditors' Report

                     Years Ended December 31, 2001 and 2000



<PAGE>

                                 C O N T E N T S



AUDITORS' OPINION............................................................F-1

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

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

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)..............F-5 - F-8

CONSOLIDATED STATEMENTS OF CASH FLOWS.................................F-9 - F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS...........................F-11 - F-18

<PAGE>

                          Independent Auditors' Report


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


We  have  audited  the   accompanying   consolidated   balance  sheets  of  Wulf
International,  Ltd. and  subsidiary  as of December 31, 2001 and 2000,  and the
related consolidated  statements of operations,  stockholders' equity (deficit),
and cash flows for the years then ended. These consolidated financial statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an  opinion  on these  consolidated  financial  statements  based on our
audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the 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, 2001 and 2000 and the  consolidated
results  of their  operations  and their  cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements,  the Company has suffered continued operating
losses and has a net working  capital  deficiency that raise  substantial  doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these  matters  are also  described  in Note 1.  The  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



 /s/ Turner, Stone & Company, LLP
---------------------------------
Certified Public Accountants
Dallas, Texas
April 30, 2002



                                       F-1
<PAGE>

                            WULF INTERNATIONAL, LTD.
                                 AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000




                                     Assets
                                     ------


                                                              2001       2000
                                                             --------   --------

Current assets:

   Cash                                                      $     17   $ 39,954
   Accounts receivable, trade                                    --       42,785
   Advances to employees                                         --       10,144
   Deferred compensation                                      246,136       --
                                                             --------   --------

            Total current assets                              246,153     92,883
                                                             --------   --------

Property and equipment, net of $24,795
   of accumulated deprecation                                    --       77,099
                                                             --------   --------

Other assets:

   Deposits                                                      --        3,626
   Goodwill, net of $73,953
       of accumulated amortization                               --      369,763
   Investments in SFM                                           9,185       --
   Mineral exploration data, net of
       $200,000 and $100,000 of
       accumulated amortization,
       respectively                                           100,000    200,000
   Investment in Warisan Group JV                                --         --
   Deferred income tax benefits                                  --      236,675
                                                             --------   --------

                                                              109,185    810,064
                                                             --------   --------

                                                             $355,338   $980,046
                                                             ========   ========


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

                                       F-2
<PAGE>
<TABLE>
<CAPTION>

                            WULF INTERNATIONAL, LTD.
                                 AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000




                 Liabilities and Stockholders' Equity (Deficit)
                 ----------------------------------------------



                                                                2001           2000
                                                            -----------    -----------
<S>                                                         <C>            <C>
Current liabilities:

   Accounts payable, trade                                  $     9,000    $   199,476
   Accrued expenses                                             157,396        124,460
   Advances from stockholders                                    23,050         31,212
   Notes payable, directors                                     360,401         54,211
   Current portion of long-term note payable                       --            7,301
                                                            -----------    -----------

            Total current liabilities                           549,847        416,660
                                                            -----------    -----------

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

Stockholders' equity (deficit):

   Convertible preferred stock, $1.00 par value,
       10,000,000 shares authorized, 4,178,200
       and 2,319,800 issued and outstanding, respectively     4,178,200      2,319,800
   Common stock, $ .01 par value,
       50,000,000 shares authorized,
       49,729,209 and 42,707,581
       issued and outstanding, respectively                     497,292        427,076
   Paid in capital in excess of par value                     3,161,117      4,222,051
   Prepaid consulting and deferred compensation                (370,880)      (355,000)
   Accumulated deficit                                       (7,360,238)    (5,766,330)
   Treasury stock, 300,000 preferred shares,
       at cost                                                 (300,000)      (300,000)
                                                            -----------    -----------

                                                               (194,509)       547,597
                                                            -----------    -----------

                                                            $   355,338    $   980,046
                                                            ===========    ===========
</TABLE>

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

                                       F-3

<PAGE>

                            WULF INTERNATIONAL, LTD.
                                 AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                         2001           2000
                                                     -----------    -----------

Revenues                                             $      --      $      --

Consulting and compensation services                     533,042        445,432
General and administrative                                76,839        213,535
Amortization                                             129,581        144,372
                                                     -----------    -----------

Loss from operations                                    (739,462)      (803,339)
                                                     -----------    -----------

Equity in losses of unconsolidated
    joint venture                                       (442,140)      (647,481)

Equity in losses of SFM equity method investee           (27,423)          --

Interest expense                                           4,896           --
                                                     -----------    -----------

Loss before income taxes                              (1,213,921)    (1,450,820)

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

Loss from continuing operations                       (1,213,921)    (1,450,820)

Discontinued operations:
     Income (loss) from discontinued (sold) SFM
         operations, net of applicable income
         taxes of $0                                       4,937       (213,628)
     Loss on disposal of 55% interest in SFM,
         including goodwill impairment of
         $340,182, net of applicable income
         taxes of $0                                    (384,924)          --
                                                     -----------    -----------

Net loss                                             $(1,593,908)   $(1,664,448)
                                                     ===========    ===========

Net loss per share:
         Basic:
             Loss from continuing operations                (.02)          (.04)
             Income (loss) from discontinued
                operations, including loss on
                disposal                                    (.01)          (.01)
             Net loss                                       (.03)          (.05)

         Diluted:
             Loss from continuing operations                (.02)          (.04)
             Income (loss) from discontinued
                operations, including loss on
                disposal                                    (.01)          (.01)
             Net loss                                       (.03)          (.05)


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

                                       F-4


<PAGE>
<TABLE>
<CAPTION>

                            WULF INTERNATIONAL, LTD.
                                 AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000




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

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

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

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

Exercise of warrants                                               78,000            780          7,020

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

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

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

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

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

Balance at December 31, 2000      2,319,800      2,319,800     42,707,581        427,076      4,222,051



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

                                       F-5

<PAGE>

                            WULF INTERNATIONAL, LTD.
                                 AND SUBSIDIARY
       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000






                                 Prepaid       Accumulated     Treasury
                                Consulting       Deficit         Stock          Total
                                -----------    -----------    -----------    -----------
Balance at December 31, 1999    $      --      $(4,101,882)   $   (50,000)   $   727,284

Issuance of common stock
    for cash                                                                     278,238

Issuance of common stock
    for services                                                                 262,380

Issuance of preferred stock
    for services                   (355,000)                                     687,843

Exercise of warrants                                                               7,800

Conversion of preferred stock                                                       --

Issuance of preferred stock
    to repay stockholder
    advances                                                                     148,500

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

Issuance of preferred stock
    for purchase of GMM                                                          100,000

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

Balance at December 31, 2000       (355,000)    (5,766,330)      (300,000)       547,597



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

                                       F-6

<PAGE>


                            WULF INTERNATIONAL, LTD.
                                 AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                      Preferred Stock                Common Stock           A'ddl Paid
                                   Shares         Amount         Shares         Amount      In Capital
                                -----------    -----------    -----------    -----------    -----------
Balance at December 31, 2000      2,319,800    $ 2,319,800     42,707,581    $   427,076    $ 4,222,051

Issuance of common stock
    for cash                                                    2,604,000         26,040         94,160

Issuance of common stock
    for services                                                4,007,628         40,076        160,306

Issuance of preferred stock
    for services                  1,933,400      1,933,400                                   (1,389,800)

Exercise of warrants                                               35,000            350          3,150

Conversion of preferred stock       (75,000)       (75,000)       375,000          3,750         71,250

Expired prepaid consulting

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

Balance at December 31, 2001      4,178,200    $ 4,178,200     49,729,209    $   497,292    $ 3,161,117
                                ===========    ===========    ===========    ===========    ===========



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

                                       F-7


<PAGE>

                            WULF INTERNATIONAL, LTD.
                                 AND SUBSIDIARY
       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000



                                 Prepaid       Accumulated     Treasury
                                Consulting       Deficit         Stock          Total
                                -----------    -----------    -----------    -----------
Balance at December 31, 2000    $  (355,000)   $(5,766,330)   $  (300,000)   $   547,597

Issuance of common stock
    for cash                                                                     120,200

Issuance of common stock
    for services                                                                 200,382

Issuance of preferred stock
    for services                   (370,880)                                     172,720

Exercise of warrants                                                               3,500

Conversion of preferred stock                                                       --

Expired prepaid consulting          355,000                                      355,000

Net loss                                        (1,593,908)                   (1,593,908)
                                -----------    -----------    -----------    -----------

Balance at December 31, 2001    $  (370,880)   $(7,360,238)   $  (300,000)   $  (194,509)
                                ===========    ===========    ===========    ===========
</TABLE>



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

                                       F-8
<PAGE>

                            WULF INTERNATIONAL, LTD.
                                 AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000



                                                          2001           2000
                                                      -----------    -----------

Cash flows from operating activities:

         Cash from customers                         $ 1,226,477    $ 2,961,123
         Cash paid to employees                         (258,264)    (1,430,190)
     Cash paid to suppliers                           (1,143,116)    (1,961,493)
         Interest paid                                    (5,741)       (12,257)
                                                     -----------    -----------

         Net cash used in operating activities          (180,644)      (442,817)
                                                     -----------    -----------

Cash flows from investing activities:

         Advances to employees                              --           (4,141)
         Purchase of property and equipment               (2,466)        (6,220)
                                                     -----------    -----------

         Net cash used in investing activities            (2,466)       (10,361)
                                                     -----------    -----------

Cash flows from financing activities:

         Issuance of common and preferred stock          123,700        286,038
         Repayments of notes payable                     (14,463)       (32,878)
         Advances from stockholder                        33,936        179,712
                                                     -----------    -----------

         Net cash provided by financing activities       143,173        432,872
                                                     -----------    -----------

Net decrease in cash                                     (39,937)       (20,306)

Cash at beginning of period                               39,954         60,260
                                                     -----------    -----------

Cash at end of period                                $        17    $    39,954
                                                     ===========    ===========



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

                                       F-9


<PAGE>
<TABLE>
<CAPTION>

                            WULF INTERNATIONAL, LTD.
                                 AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000




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

                                                                     2001           2000
                                                                 -----------    -----------
<S>                                                              <C>            <C>
Net loss                                                         $(1,593,908)   $(1,664,448)
                                                                 -----------    -----------

Adjustment to reconcile net loss to net
   cash used in operating activities:

      Depreciation and amortization                                  151,281        179,363
      Common stock issued for services                               200,382        262,380
      Notes payable issued for services                              114,265           --
      Goodwill impairment and SFM disposal loss                      384,924           --
      Equity in losses of SFM investee                                27,423           --
      Preferred stock issued for services                            172,720      1,042,843
      (Increase) decrease in accounts receivable, trade                 --           55,583
      (Increase) decrease in deposits                                   --            3,150
      (Increase) decrease in prepaid consulting                      355,000       (355,000)
      (Increase) decrease in accrued FIT benefit                        --          (63,700)
      Increase (decrease) in accounts payable, trade                 (41,981)        57,037
      Increase (decrease) in accrued expenses                         49,250         39,975
                                                                 -----------    -----------

   Total adjustments                                               1,413,264      1,221,631
                                                                 -----------    -----------

Net cash used in operating activities                            $  (180,644)   $  (442,817)
                                                                 ===========    ===========


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

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

Issuance of preferred stock to repay advances
     from stockholder                                            $      --      $   148,500
</TABLE>




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

                                      F-10

<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 through  September 5, 2001 (Note 2), 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  common 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  $443,716  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.

On December 5, 2000, WIL issued an additional  250,000 preferred stock shares to
SFM as  additional  paid in capital.  This issuance was not related to the above
option, which has been canceled in connection with the Company's  disposition of
55% of its common stock equity interest in SFM (Note 2).

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.

Basis of presentation and going concern uncertainty
---------------------------------------------------

The consolidated financial statements of the Company have been prepared assuming
that the Company  will  continue as a going  concern.  However,  the Company has
suffered  continued  operating  losses,  it has a net working capital deficit of
approximately $304,000 and it has no cash. These conditions,  among others, give
rise to  substantial  doubt about the  Company's  ability to continue as a going
concern.  Management is continuing to seek additional equity capital to fund its
low cost housing  projects in the  Philippines and other  developing  countries.
Management  believes  that these steps will  provide the Company  with  adequate
funds to sustain  its growth and  continued  existence.  There is,  however,  no
assurance  that the steps  taken by  management  will meet all of the  Company's
needs or that it will continue as a going concern.  The  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

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.  For the years  ended  December  31,  2001 and 2000,  depreciation
expense totaled $21,700 and $34,991, respectively.

                                      F-11

<PAGE>

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


Goodwill
--------

Goodwill relating to the Company's  purchase of SFM is being amortized using the
straight-line  method over ten years.  For the years ended December 31, 2001 and
2000, amortization expense totaled $29,581 and $44,372, respectively.

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

Philippines mineral exploration data, acquired by the Company (Note 2), is being
amortized using the straight-line method over three years. For each of the years
ended December 31, 2001 and 2000, amortization expense totaled $100,000.

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

The Company's  advertising and marketing  costs,  all of which relate to its SFM
discontinued  operations  (Note  2) and  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, 2001 and 2000,  advertising and marketing costs totaled $12,974 and
$24,969, 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.

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.  During  the year  ended
December 31, 2001, the Company  identified an impairment of goodwill  related to
its acquisition of SFM (Note 2).

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 and the  assumed  exercise  of
warrants (Note 3).

For the years ended  December 31, 2001 and 2000,  basic losses per share amounts
are based on 46,482,467 and 33,876,365  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.


                                      F-12

<PAGE>

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


2. INVESTMENT IN UNCONSOLIDATED AFFILIATES

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

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

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

Although  the  Company  has a 49% net  interest  in the  housing  project  being
conducted through these two joint ventures, the ultimate control of this project
does not rest with the  Company  but with the  SPDA.  Accordingly,  the  Company
accounts for its  investment in WRG using the equity method of  accounting.  For
the years ended December 31, 2001 and 2000, 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 in the
accompanying  consolidated  financial  statements  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 and related mineral  exploration  data for gold reserves on
approximately  261,000  hectares  of  land  in the  Philippines.  As part of the
agreement,  the Company was granted the option to acquire an  additional  75% of
each corporation in exchange for an additional 100,000 preferred stock shares.

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

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

Specialized Financial Services, Inc. (SFM)
------------------------------------------

On September 5, 2001,  the Company sold 55% of its common stock equity  interest
in its wholly owned  subsidiary  (Note 1) and incurred a loss on the disposition
of $44,743.  In addition,  the Company recognized an impairment loss of $340,182
for the  entire  balance  of  unamortized  goodwill  relating  to the  Company's
original  purchase  of  SFM.  Although  the  Company  still  owns  45% of  SFM's
outstanding common stock, the Company no longer has any management,  director or
other influence with respect to SFM. Accordingly,  the Company has accounted for
this  disposition as a discontinued  operation and reported the  disposition and
SFM  operations  pursuant  to APB  Opinion  No.  30,  Reporting  the  Results of
Operations.



                                      F-13

<PAGE>

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


The Company is accounting for its remaining 45% interest in SFM using the equity
method of  accounting  because the Company no longer has the ability to exercise
influence over SFM. Under the equity method of accounting, the carrying value of
the Company's  investment in SFM is increased or decreased  (but not below zero)
for the  Company's  share of earnings  or losses from SFM.  There is no material
difference  between the  carrying  value of this  investment  and the  Company's
equity in the underlying net assets.

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,  2001 and 2000,  activity in these
warrants were as follows:

                                                         2001           2000
                                                     -----------    -----------

     Warrants outstanding, beginning of year         $ 1,481,100    $   262,300

     Warrants issued through issuance of
          preferred stock                              1,933,400      1,561,500

     Warrants exercised to purchase
          common stock                                   (35,000)       (78,000)

     Warrants expired                                 (1,446,100)      (264,700)
                                                     -----------    -----------

     Warrants outstanding, end of year               $ 1,933,400    $ 1,481,100
                                                     ===========    ===========

4. COMMITMENTS AND CONTINGENCIES

Leases
------

The Company maintains its offices in leased facilities located in Frisco,  Texas
(and prior to December  31, 2001 in Fort Worth,  Texas).  The current  operating
lease agreement is on a  month-to-month  basis and provides for a monthly rental
of $1,000.  For the years ended December 31, 2001 and 2000, rent expense totaled
$78,227 and $67,512, respectively.

The Company is not obligated under any other noncancelable lease agreements.

Litigation
----------

On October 25, 2000,  SFM was named  defendant in a lawsuit  filed by a mortgage
funding  company who SFM had sold a residential  mortgage to in April 1997.  The
plaintiff  alleges  breach of contract in regards to the work of an  independent
appraiser  and  damages in the amount of  $151,138  plus legal  costs,  fees and
interest.  The  Company  believes  the suit is  without  merit  and  intends  to
vigorously  contest the  allegations.  A trial date has tentatively been set for
May  6,  2002.  No  reserve  for  this  contingency  has  been  accrued  in  the
accompanying consolidated financial statements.

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




                                      F-14

<PAGE>

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


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

The Company has entered into  several  transactions  related to its  Philippines
housing  project joint  venture  (Note 2) for which  payment of the  obligations
incurred is contingent  upon funding of the project.  These amounts are only due
and payable when and if funding for this project is  obtained.  Accordingly,  no
liabilities  relating to this contingency have been recorded in the accompanying
consolidated financial statements.  At December 31, 2001 and 2000, the amount of
this contingent liability totaled $113,050 and $274,290, respectively.

5. EMPLOYEE BENEFIT PLAN

The Company's  SFM  subsidiary  has adopted a profit  sharing plan under Section
401(k) of the Internal Revenue Code of 1986. The plan covers  substantially  all
full time employees that meet general eligibility requirements. Company matching
and discretionary contributions to the plan are determined annually by the Board
of  Directors,   subject  to  a  limitation  of  5%  of  eligible  compensation.
Participants vest in their employee deferral account balances immediately and in
their employer matching and discretionary  account balances over a period of two
to six years based on years of service.  For the years ended  December  31, 2001
and 2000, employer matching and discretionary  contributions to the plan totaled
$0 and $23,082 respectively.

6. NOTES PAYABLE

Through September 5, 2001, in connection with its SFM operations,  the Company's
notes payable  consist of two business  lines of credit due in July 2001,  which
bear interest at prime plus 1.0% and 9.25% fixed,  respectively,  are secured by
all Company  assets and contain no  significant  restrictions  or covenants.  In
addition,  the Company has another  note  payable  with  principal  and interest
payable monthly through  November 2003. This note bears interest at 8.25% and is
secured by the  equipment it is  financing.  These notes payable were assumed in
connection with the Company's  disposition of a 55% common stock equity interest
in SFM (Note 2).

On October 1, 2001,  the Company  issued a note payable in the amount of $32,220
to WOC Stock  Transfer  Company,  Inc.  (Note 8) in exchange for stock  transfer
agent  services.  The note bears  interest at 15%, is unsecured and matures June
30, 2002.  This note is also payable  through the issuance of preferred stock in
lieu of cash at the option of the Company.

On  November  20,  2001,  the  Company  issued a note  payable  in the amount of
$328,181 to George Wulf, an officer,  director and controlling stockholder (Note
8), in exchange  for  consulting  services to be  provided  over a twelve  month
period ending  September 30, 2002.  The note bears interest at 10%, is unsecured
and matures on November 20, 2002. This note is also payable through the issuance
of preferred stock in lieu of cash at the option of the Company.

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,  2001 and 2000,  the
Company had net  operating  loss carry  forwards for tax  reporting  purposes of
approximately $4,400,000 and $2,800,000,  respectively, and which expire through
the year 2021.

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.



                                      F-15

<PAGE>

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


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, 2001 and 2000 is as follows.

                                                         2001           2000
                                                     -----------    -----------

     Tax benefits computed at statutory rate         $   541,929    $   587,570
     Increase in valuation allowance                    (539,405)      (517,228)
     Permanent and other differences                      (2,524)        (6,642)
                                                     -----------    -----------
                                                     $      --      $    63,700
                                                     ===========    ===========

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


                                                         2001           2000
                                                     -----------    -----------
     Deferred tax assets:
        Net operating loss carry forward             $ 1,310,176    $   954,074
        Cash basis of accounting differences                --           53,372
     Less valuation allowance                         (1,310,176)      (770,771)
                                                     -----------    -----------
                                                            --          236,675
     Deferred tax liabilities:
        Cash basis of accounting differences                --             --
                                                     -----------    -----------
     Net deferred tax assets                         $      --      $   236,675
                                                     ===========    ===========

For the years ended  December  31, 2001 and 2000 income tax benefit is comprised
of the following components

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

8. RELATED PARTY TRANSACTIONS

During  the years  ended  December  31,  2001 and 2000,  the  Company  made cash
payments or accrued  expenses to the  following  related  parties  totaling  for
services rendered.

                                                         2001           2000
                                                     -----------    -----------

     Evergreen Petroleum Corporation                 $      --      $     1,000
     Integra International                                  --            7,500
     Integra Mining                                       17,150         31,000
     WOC Stock Transfer Company, Inc.                       --           37,220
     Jennifer Wulf                                          --           22,000
     George Wulf                                          26,700           --
     Other officers and directors                         73,000          2,000
                                                     -----------    -----------
                                                     $   116,850    $   100,720
                                                     ===========    ===========

Also,  during the years ended  December  31, 2001 and 2000,  the Company  issued
common and preferred stock shares to the following  related parties for services
rendered.

                                                          2001          2000
                                                      -----------   -----------

     WOC Stock Transfer Company, Inc.                 $    15,000   $      --
     George Wulf                                          463,600          --
     Other officers and directors                         233,371       575,400
                                                      -----------   -----------
                                                      $   711,971   $   575,400
                                                      ===========   ===========



                                      F-16

<PAGE>

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


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

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

During the years ended December 31, 2001 and 2000, the Company  received various
advances from  stockholders  totaling  $33,936 and $179,712,  respectively.  The
advances  are  non-interest  bearing,  unsecured  and due on demand as funds are
available.  On  September  5, 2001,  $42,098 of these  advances  was  assumed in
connection with the Company's disposition of a partial interest in SFM (Note 2).
On December 5, 2000,  $148,500 of these advances was repaid through the issuance
of 148,500 preferred stock shares.

During the year ended  December 31, 2001,  the Company  issued notes  payable to
George Wulf and to WOC Stock  Transfer  Company,  Inc. in exchange  for services
(Note 6).

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

On September 1, 2000, the Company issued 710,000  preferred stock shares to AEPM
for  construction  management  consulting  services  related  to  the  Company's
Philippine housing project.  The CEO, director and stockholder of the Company is
also an officer, director and major stockholder of AEPM. The consulting services
were  valued at $1.00 per share and are to be  provided  through  July 2001.  At
December  2000,  $355,000 of services under the contract have not been performed
and are  reflected in the  accompanying  consolidated  financial  statements  as
prepaid consulting services and reported as a reduction in stockholders' equity.
Also,  during the years ended  December 31, 2001 and 2000, the Company paid AEPM
$10,429 and $15,071, respectively, for various fee and expense reimbursements.

9. FINANCIAL INSTRUMENTS

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

Cash
----

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

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

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

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

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

10. SEGMENT INFORMATION

The Company  conducts its  operations  through two reporting  segments,  each of
which is conducted through separate corporations.  Those reportable segments are
its Philippine  housing  project and its mortgage  lending  activity,  which was
disposed of on September 5, 2001 (Note 2).



                                      F-17

<PAGE>
<TABLE>
<CAPTION>

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


The following table reflects certain information about the Company's  reportable
operating  segments for the years ended December 31, 2001 and 2000. There are no
inter-company revenue or expense transactions.

                                      2001
                                      ----

                                             Philippine Housing     Mortgage Lending           Total
                                             ------------------    ------------------    ------------------
<S>                                          <C>                   <C>                   <C>
     Revenue from external customers         $             --      $        1,226,477    $        1,226,477
     Operating income (loss)                         (1,181,602)                4,937            (1,176,665)
     Interest expense                                     4,896                 5,742                10,638
     Depreciation and amortization                      100,000                51,281               151,281
     Income tax benefit                                    --                    --                    --
     Consulting services, non cash                      717,603                  --                 717,603
     Expenditures to acquire long-lived
        assets                                             --                   2,466                 2,466
     Total long-lived assets net of
        depreciation                                    100,000                  --                 100,000
     Equity in net loss of investees                     27,423                  --                  27,423
     Total assets                                       355,338                  --                 355,338


                                      2000
                                      ----

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

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




                                      F-1 8