Form 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[x]  Annual report  pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 for fiscal year ended December 31, 1998; or

[ ]  Transition  report under Section 13 or 15 (d) of the Securities  Exchange
     Act of 1934

Commission file number:   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 Employment Identification No.)
     incorporation or organization)

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

                           Issuer's telephone number:
                                 (817) 540-5492

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

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

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

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

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

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

         The number of shares outstanding of common stock as of October 31, 1999
was  27,835,891.  There was no  established  published  market for the Issurer's
stock during the last fiscal year.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


                                       1


<PAGE>


                             WULF INTERNATIONAL LTD.

                                   FORM 10-KSB

                                  ANNUAL REPORT

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

                                     PART I.

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


         Wulf International Ltd. was formed as Wulf Oil Corporation in the State
of Colorado on September  26, 1973.  In 1991,  at a duly  convened  shareholders
meeting,  the shareholders  voted to: (i) change the name of the Company to Wulf
International  Ltd.;  (ii)  approve a 1 for 10 reverse  stock  split;  and (iii)
create a class of ten million shares of preferred  stock.  In late1992 after the
Company's  efforts to obtain  financing  for its  proposed  oil, gas and mineral
operations proved unsuccessful, the Company became dormant and remained dormant,
without operations,  income, revenue or activity until October 1997. During this
dormant  period,  the Company filed no periodic  reports with the Securities and
Exchange  Commission  pursuant to the  Securities  and Exchange Act of 1934,  as
amended.  The last  Form  10-KSB  filed by the  Company  was for the year  ended
December 31, 1991.

         In 1997,  George Wulf,  President  and, at the time, the only remaining
director of the Company, began to develop plans for the Company to engage in the
business of  arranging  for or providing  low cost  housing in the  Philippines,
notwithstanding  the fact that the Company  owned no property,  had virtually no
assets,  no  operations or income.  Thus,  the Company was not, and currently is
not, in a position to finance such plans.  Since 1997, the Company has continued
to develop a plan to provide  construction  of low cost and low priced houses in
the Philippines (see below) 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 to consultants for services rendered.

         On October 31, 1997,  Mr. Wulf  appointed  Pengiran  Hashim Jaya as a
director  of the  Company,  filling a vacancy  created in 1992.  Mr. Jaya is the
managing director of Integra Mining Company in Brunei.

         In  1997,  to  further  the  Company's  focus  on the  Republic  of the
Phillippines as its market for new business,  meetings were held between Company
representatives and Philippine  government agencies supervising power,  housing,
and transportation  projects for the Government of the Phillippines.  Management
learned that low-income housing was a very high priority in the Phillippines and
had been since the passing of the Philippine  Urban  Development and Housing Act
of 1992.  Based upon  information  received from various  Philippine  government
agencies,  the  Company  estimates  that 5 million  new homes are  needed in the
Philippines for low-income  civil  servants,  military  personnel,  and civilian
employees.  Accordingly,  Management  determined that with sufficient financing,
the Company could  participate in a socialized  housing project for the Republic
of the Phillippines.

         On December  8, 1997,  the  Company  engaged the  services of a project
management firm, Architect Engineers Project Managers, Inc. in Fort Worth, Texas
("AEPM").  On December 8, 1997 the Company and AEPM  entered  into an  agreement
whereby AEPM agreed to provide program and construction  management  services to
the  Company  in the  Republic  of the  Philippines  and the  Company  agreed to
compensate AEPM for its services at a monthly cash rate.  During the period from


                                       2

<PAGE>

December 1997 and August 1999, the Company was not in a position to pay AEPM and
on August 10,  1999,  the  agreement  was  amended to provide for payment by the
Company  when and if funding  for the  project was  obtained.  Additionally,  on
December   8,  1997  the  Company   negotiated   with   FSB/Parker-Croston,   an
architectural engineering firm in Fort Worth, Texas who reported that the needed
houses  could be mass  produced  at a price that would  qualify  for  Philippine
government guarantees. That Agreement was amended on December 1, 1998 to provide
for payment by the Company when funding was obtained.

         In furtherance of the Company's  newly  developed  business  focus,  on
April 1, 1998 the Company  entered into a joint venture  agreement (the AWarisan
Joint Venture@) with Amin & Sons Corporation, a Philippine corporation, involved
in the housing and  petroleum  industry in Zamgoanga  Phillippines.  The Warisan
Joint  Venture was formed for the purpose of  building  low cost  housing in the
Phillippines.  Pursuant to the Joint Venture Agreement, Amin & Sons agreed to be
responsible for obtaining the permits,  contracts and approvals required for the
Plan, and the Company agreed to be responsible for arranging for financing. Amin
& Sons acquired 20% interest in the joint venture,  and the Company  acquired an
80% interest.

         On June 24,  1998 the  Warisan  Joint  Venture  signed a joint  venture
agreement (the ASPDA Warisan J. V.@) with the Southern  Philippines  Development
Corporation (ASPDA@), a Philippine government-owned corporation, for the purpose
of building low cost housing in the  Phillippines.  Warisan Joint Venture owns a
70%  interest  in the joint  venture and SPDA owns a 30%  interest.  The Warisan
Joint  Venture  committed  to be the  developer  and retailer for a minimum of 1
million new low-income homes in the southern  Philippines.  Management  believes
that funding in the amount of $250 million is needed to finance the construction
plan.

         The  Company has  requested  that the SPDA agree to be  responsible  to
obtain the  financing  needed to  finance  the  project,  and has  entered  into
negotiations with various  investment  bankers with a view towards assisting the
SPDA in that  regard.  SPDA,  while  expressing  an  interest  in the  Company's
proposal,  has not issued its  approval for the  financing  or the  construction
project  proposed by the Company and has  requested  additional  data  including
feasibility   studies,  a  corporate  profile  for  the  Company  and  financial
information  regarding  the members of the Warisan  Joint  Venture.  There is no
assurance  that the  Company  can secure  approval  from SPDA to  undertake  the
project or that SPDA will agree to assist in the  financing or otherwise  obtain
financing for the construction project.

         Additionally,  while the  Company has entered  into  negotiations  with
investment bankers regarding a potential  financing for the SPDA, the investment
bankers will, in all likelihood,  require that the Government of the Philippines
guarantee any such financing undertaken by SPDA regarding the project. There can
be no assurance  that SPDA will approve the  financing of the project,  that the
Government of the  Phillippines  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.

         While the Company has developed a plan to construct low cost housing in
the  Phillippines,  the Company has not secured the  financing to implement  the
business  plan.  Thus, the Company has conducted  virtually no  income-producing
activity  since coming out of its dormancy in 1997.  The business  plan requires
substantial additional financing, and there can be no assurance that the Company
can obtain such financing or that, even if such financing is obtained,  that the
business  will be  successful  or will  produce  any  revenue  or income for the
Company.

         At December 31, 1998, the Company had no full or part-time employees or
any operating assets.

Subsequent Events

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

         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. Additionally,  the shareholders of SFM received warrants
to purchase 200,000 shares of the Company's  preferred stock at $1.00 per share.
Thus,  SFM became a wholly  owned  subsidiary  of the  Company.  There can be no
assurance  that  SFM will be able to  increase  its  capital  and even if it can
increase  its  capital  that  either SFM or the Company  will be  successful  in
developing its operations in the Republic of the Philippines.


         WULF INTERNATIONAL, LTD. SELECTED AUDITED FINANCIAL INFORMATION

                                                       AT DECEMBER 31

Balance Sheet Data:                               1998                1997
     Cash and Cash Equivalents               $    6,592          $    6,749
     Accounts receivabel                              0                   0
     Inventories                                      0                   0
          TOTAL CURRENT ASSETS               $    6,592               6,749
     Working Capital                         $    6,592               6,749
     Total Assets                                 6,592               6,749
     Long-term Debt                                   0                   0
     Shareholders Equity (Deficit)           $    6,592               6,749

                                                       AT DECEMBER 31
Statement of Operations Data:                     1998                1997
     Revenues                                         0                   0
     Cost of Revenues                                 0                   0
     Gross Profit
     General and Administrative Expenses        646,247              86,491
     Operating Loss                            (646,247)            (86,491)
     Other Income (Expense)                           0                   0
     Interest Expense                                 0                   0
     Miscellaneous                                    0                   0
     Total Other Income (Expense)                     0                   0
Loss before income tax                         (646,247)            (86,491)
     Net loss                                  (646,247)            (86,491)
     Basic Earning (Loss) per Share (Note 4) $   (0.046)         $   (0.020)
     Diluted earning (Loss) per Share        $   (0.035)         $   (0.020)


"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995
--------------------------------------------------------------------------------

Forward-looking   statements  in  this  report,  including  without  limitation,
statements  relating  to  the  adequacy  of  the  Company's  resources  and  any
anticipated  changes on the  Company's  business,  are made pursuant to the safe
harbor  provisions  of the  Private  Securities  Litigation  Reform Act of 1995.
Investors are cautioned that such  forward-looking  statement  involve risks and
uncertainties, including without limitations; potential quarterly fluctuation in
revenue,  if any; risks associated with  acquisitions  and expansion,  and other
risks and uncertainties indicated from time to time in the Company's filing with
the Securities and Exchange Commission.


                                       4

<PAGE>


Year 2000 Compliance
--------------------

The Y2K issue is the result of computer  programs being written using two digits
rather than four to define the  applicable  year.  Any  programs  that have time
sensitive  software or hardware may recognize a date using A00@ as the year 1900
rather  than the year  2000.  This  could  result in a major  system  failure or
malfunction.  The Company currently does not own any accounting software, office
software, or hardware applications. Other applications such as telephone systems
are being reviewed by their vendors for  compliance.  No cost has been estimated
at this time. It is presumed that future  acquisition of these items will be Y2K
compliant  and  the  Company  will  investigate  compliance  before  making  any
purchases. Thus, as the Company has had no significant operations, has not fully
implemented  its  business  plan  and  has  had no  arrangements  or  agreements
regarding  financing for future operations  management has not formally assessed
the Ayear 2000@ compliance expense and related potential effect on the Company's
potential revenue or earnings, if any.

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

       The  principal  office  of  the  Company  is in  Bedford,  Texas,  in the
principal place of business of SFM Mortgage.


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

       The Company is not involved in any material legal proceedings.


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

                                      None

                                     PART II

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

         Due to the inactive status of the Company  between1992 and 1997 and the
lack of filings of  periodic  reports by the Company  with the SEC,  the Company
does not believe  that there is an  established  public  trading  market for its
common stock.

         As of December 31, 1998, there were approximately 5,670 shareholders of
record  of the  Company's  common  stock  and 28  shareholders  of record of the
Company's  preferred stock.  There have been no 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 cannot predict when, if at all,
it will commence payment of dividends.

         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,  1998,  11,323,608  shares of the
Company's  common  stock  have been  issued in  exchange  for cash and  services
rendered,  including 5,000,000 shares to George Wulf, 3,000,000 shares to Steven
Nightingale and 1,000,000 shares to other related parties;  and 1,046,500 shares
of the  Company's  preferred  stock have issued for cash and services  rendered,
including  501,000  shares to Mr. Wulf.  Each holder of the Company's  preferred


                                       5

<PAGE>

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

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

         The Company  had no  revenue-producing  activities  for the years ended
December 31, 1997 or 1998.

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

         The Company was dormant from 1992 until  December 8, 1997,  received no
income and incurred no indebtedness during this time.

         The Company made no capital  acquisitions  or improvement  expenditures
during the year ended December 31, 1998, 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-Warison  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
shareholder.  Additionally,  the Company will,  from time to time,  consider the
acquisition of or investment in complementary  businesses which might impact the
Company's liquidity requirements or cause the Company to issue additional equity
or debt  securities.  There can be no assurance that financing will be available
in  amounts  or on  terms  acceptable  to the  Company,  if at all,  in order to
implement  its Business  Plan.  If the Company is unable to generate  sufficient
capital for its  Philippines  operations,  it will restrict its business plan to
the mortgage operations of it subsidiary, SFM.

Results of Operations for the years ended October 31, 1997 and 1998
-------------------------------------------------------------------

         Revenues.
         --------
         Due to the Company's inactive status there was no revenue in fiscal
1997 or 1998.

         Costs and Expenses.
         ------------------

         Due to the Company's inactive status the cost of sale was $.0.  The
expenses for 1997 and 1998 was $86,491 and $646,297 respectively.

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

         In 1998, the Financial  Accounting Standards Board issued SFAS No. 128,
"Earnings  per Share." This  Statement  establishes  standards for computing and
presenting  earnings per share and applies to entities with publicly held common
stock  or  potential  common  stock.  This  statement  simplifies  the  previous
standards  for  computing  earnings  per  share,  and makes them  comparable  to
international EPS standards.  It replaces the presentation of primary EPS with a
presentation  of basic EPS.  It also  requires  dual  presentation  of basic and
diluted EPS on the face of the income  statement  for all entities  with complex
capital   structures  and  requires  a  reconciliation   of  the  numerator  and


                                       6

<PAGE>

denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS  computation.  This Statement is effective for financial  statements
issued for periods ending after December 15, 1997. The Company has compiled with
the  disclosure  requirements  of SFAS 128 in its financial  statements  for its
fiscal year ending December 31, 1998.

         In June 1997, the Financial  Accounting Standards Board issued SFAS No.
131, ADisclosures about Segments of an Enterprise and Related Information.@ SFAS
131 establishes  standards for the way that public business  enterprises  report
information about operating segments in annual financial statements and requires
that those business  enterprises  report selected  financial  information  about
operating  segments  in interim  reports to  shareholders.  It also  establishes
standards for related disclosures about products and services, geographic areas,
and major customers.  The disclosure requirements of SFAS Nos. 131 are effective
for financial  statements for financial years beginning after December 15, 1997.
The Company has complied with the disclosure requirements of SFAS No. 131 in its
financial statements for its fiscal year ending December 31, 1998.

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

     The  Company  has no  deferred  tax  assets  since the tax  benefit  of the
Company's net losses from operations have been fully reserved.


<TABLE>
<CAPTION>

                                     ITEM 7.
                              FINANCIAL STATEMENTS
                              --------------------
<S>                                                                             <C>            <C>

Index to Financial
Statements.....................................................................................F-1

Report of Independent Certified Public Accountants (Alvin L. Dahl & Associates, P.C.)..........F-2

Consolidated balance sheets at December 31, 1998 and 1997......................................F-3

Consolidated statements of loss for the years ended at
         December 31, 1998 and 1997............................................................F-4

Consolidated statements of changes in stockholders' (capital deficit) equity for
         the years ended December 31, 1998 and 1997............................................F-5

Consolidated statements of cash flows for the years ended
         December 31, 1998 and 1997............................................................F-6

Notes to consolidated financial
statements.....................................................................................F-8

</TABLE>


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

                                      None.


                                       7

<PAGE>

                                    PART III

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


        Name                                       Position Held
        ----                                       -------------

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


   William L. Franklin                  President

   Pg. Hashim Jaya                      Vice Chairman, Executive Vice President,
                                        Secretary, and Director

         None of the officers or directors of the Company had  directorships  of
any other reporting companies.

         None  of  the  officers  or   directors   are  involved  in  any  legal
proceedings.

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

         George  Wulf , 69,  has  served as the Chief  Executive  Officer of the
Company  since  1992.  From  1992 to 1997,  Mr.  Wulf  served  as the  Company's
President. Mr. Wulf holds degrees in petroleum engineering, geology, and a Ph.D.
from the  University of Michigan.  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 before
assuming his present position, was President of Sunshine  International.  He has
been active in  international  business  ventures for the past 30 years. He is a
fellow of the  Geological  Society  of  America  and a member of  several  other
professional  organizations  including the  Geological  Society of Nepal and the
Association of International Petroleum Negotiators.

         William L.  Franklin,  51, has been  President  of  the  Company  since
March 1998. Mr.  Franklin has been employed for more than the last five years as
Vice President of the Tarrant County  Hospital  District where he is responsible
for all facilities related capital  activities.  He is also President,  Director
and a shareholder of AEPM Inc. a project  management firm, which with Wulf has a
contractual  relationship..   He  holds  B.S.  and  M.S.  degrees  in  Aerospace
Engineering  from the  Georgia  Institute  of  Technology  and a M.S.  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.

         Pengiran  Hashim  Jaya, 40,  has  been  Vice Chairman,  Executive  Vice
President,  and Secretary of the Company  since  October 1997.  Mr. Jaya holds a
degree in business  administration  from  University of Brunei and has extensive
experience in business and personnel  management in Brunei and the  Philippines.
Since  1990,  he has been the  President  of Integra  Mining,  Sdn.,  Bhd.,  and
Executive  Vice  President of Integra  International  Inc.  since December 1995.
Integra  International Inc. is engaged in petroleum exploration in Brunei and in
the United States. Integra Mining is engaged in mineral exploration in Southeast
Asia.


                                       8

<PAGE>

Section 16 (a) Beneficial Ownership Reporting Compliance
--------------------------------------------------------

         Due to the Company's inactive status, the Company's directors, officers
and  beneficial  owners of more than 10% of its common stock failed to file on a
timely basis  reports  required by Section 16 (a) of the Exchange Act during the
most recent fiscal year and the prior fiscal year.


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

         During 1997, the officers of the Company determined that they would not
take a salary. No officer's salaries were paid in 1998 or 1997.



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

         The following tables set forth certain information regarding beneficial
ownership of the common stock as of December 1, 1999,  by (i) all persons  known
by the Company to be the owner of record or  beneficially of more than 5% of the
outstanding  common  stock,  (ii)  each  director  of the  Company,  (iii)  each
executive  officer of the Company and (iv) all directors and executive  officers
as a group. Except pursuant to applicable  community property laws and except as
otherwise  indicated,  each  shareholder  identified in the table possesses sole
voting and investment power with respect to its or his shares.


       Name                   Share Beneficially Owned (1)     Percent of Shares
       ----                   ----------------------------     -----------------

George Wulf(2)                          8,247,774                    44.9%
P.O. Box 795759
Dallas, Texas 75379

Pengiran Hashim Jaya                      255,000                     1.6

William L. Franklin(3)                    612,500                     3.7

Steven Nightingale                      3,020,000                    18.9
P.O. Box 2071
Reno, Nevada 89505

Tricity Holding Corporation               900,000                     5.7
20 Greyhound Road
London W68 NX UK

All executive Officers                  9,115,274                    48.3%
and Directors as Group (3 persons)


                                       9

<PAGE>



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

(2)  Includes  2,505,000  shares with respect to which Mr. Wulf has the right to
     acquire  by virtue  of the  conversion  of  501,000  outstanding  shares of
     preferred  stock.  Includes  (i)  683,774  shares of common  stock owned by
     Evergreen Petroleum Corporation, a corporation owned by Mr. Wulf's wife and
     daughter;  (ii) 30,500 shares of common stock owned by Mr. Wulf's wife; and
     (iii) 6,000 shares of common stock held in a trust for Mr. Wulf's  daughter
     pursuant to which Mr. Wulf's wife is trustee.  Mr. Wulf may be deemed to be
     beneficially  own (within  the  meaning of Rule 13d-3 under the  Securities
     Exchange  Act  of  1934,  as  amended)  such  shares.  Mr.  Wulf  disclaims
     beneficial ownership of such shares.

(3)  Includes  (i)  500,000 of common  stock  shares  with  respect to which Mr.
     Franklin  has the right to acquire by virtue of the  conversion  of 100,000
     outstanding  shares of  preferred  stock and (ii)  12,500  shares of common
     stock by Mr. Franklin's wife.


The  following  table  sets  forth  certain  information   regarding  beneficial
ownership  of the  preferred  stock as of December  1, 1999,  by (i) all persons
known by the Company to be the owner of record or beneficially of more than five
percent of the outstanding  shares of preferred stock, (ii) each director of the
Company,  (iii) each executive officer of the Company and (iv) all directors and
executive officers as a group. Except pursuant to applicable  community property
laws and except as otherwise indicated, each shareholder identified in the table
posses sole voting and investment power with respect to its or his shares.


       Name                   Share Beneficially Owned (1)     Percent of Shares
       ----                   ----------------------------     -----------------

George Wulf                               501,000                    45.2%
P.O. Box 795759
Dallas, Texas 75379

Pengiran Hashim Jaya                         --                        --

William L. Franklin(3)                    100,000                     9.0
509 Emily Drive
Ft. Worth, Texas 76107

Joseph Denahan                            100,000                     9.0


                                       10

<PAGE>


Tigarat Investment                         86,000                     7.8
11 Naples Drive, West Lanes
Staffordshire ST5 2QD V

All Executive Officers and                501,000                    45.2 %
Director as a Group (3 persons)



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

         The Company  paid to Evergreen  Petroleum  Corporation,  a  corporation
owned by Mr.  Wulf's wife and daughter,  $10,000 and $56,000,  in 1997 and 1998,
respectively, for consulting services.

         The Company paid to Integra  International Inc., a corporation in which
Mr. Wulf is the Chairman and Chief Executive Officer, $0 and $32,000 in 1997 and
1998, respectively, for consulting services.

         On January 1,  1994,  the  Company  entered  in an  agreement  with WOC
Transfer Co. ("WOC"),  a corporation  owned by Mr. Wulf's daughter,  pursuant to
which WOC agreed to provide  transfer agent services to the Company for 10 years
with additional renewal periods. The Company agreed to pay WOC a fee of $1,000 a
month and to  reimburse  WOC for  expenses.  The Company  paid to WOC $4,750 and
$12,500, in 1997 and 1998, respectively, pursuant to this agreement.

         The Company paid to Penigiran Hashim, an executive officer and director
of the  Company,  $6,000  and  $18,000,  in 1997  and  1998,  respectively,  for
consulting services.

         In  December   1997,  the  Company  has  entered  into  a  construction
management services agreement with AEPM. Mr. Franklin,  the Company's President,
is the president  and a director and  shareholder  of AEPM.  The  agreement,  as
amended,  provides  that the Company  will pay AEPM if and when  funding for the
Company's  proposed project is obtained.  As of December 1998, the amount of the
AEPM's deferred billing was approximately $160,000.

         In  December  1997,   the  Company   entered  into  an  agreement  with
FSB/Parker-Croston  ("FSB"), an architectural  engineering firming in Ft. Worth,
Texas, pursuant to which FSB agreed to provide consulting services in connection
with the  Company's  housing  project in the  Phillippines.  The  agreement,  as
amended, provides that the Company will pay FSB when the funding for the project
is obtained.  Mr. Merwyn Croston,  an affiliate of FSB at the time the agreement
between the Company and FSB was executed, is a shareholder of the Company.

         The  Company has also issued  shares of common and  preferred  stock to
certain of its  affiliates  in exchange  for  services.  In February  1998,  the
Company  entered  into a Stock  Agreement  with  George  Wulf  pursuant to which
5,000,000  shares of common  stock and 500,000  shares of  preferred  stock were
issued to Mr. Wulf in exchange for services rendered during the period beginning
January 1, 1997 and ending December 31, 1998. The agreements  provide that these
shares are subject to  forfeiture  if Mr.  Wulf does not render  services to the
Company on a substantially  full-time basis for a three-year period beginning on
the date of issuance, except in the event of death or disability.


                                       11

<PAGE>


         In July  1998,  the  Company  engaged  Joseph  Denahan  as a  financial
consultant in connection with the Company's  housing project in the Philippines.
Pursuant to the agreement,  as amended, Mr. Denahan will provide services to the
Company until  February 1, 2000.  The Company agreed to pay Mr. Denahan $600 per
day,  payable  when the Company  receives  at least  $750,000 in funding for its
Philippines  project In addition,  in November 1998, the Company  entered into a
Stock  Agreement  with Mr.  Denahan  pursuant to which 100,000  shares of common
stock and  100,000  shares of  preferred  stock  were  issued to Mr.  Denahan in
exchange for services  rendered.  The  agreement  provides that these shares are
subject to forfeiture if Mr. Denahan does not render  services to the Company on
a substantially  full-time basis until the earlier to occur of March 31, 2000 or
the achievement of certain performance goals regarding the Company's  compliance
with Exchange Act reporting  requirements and stock trading.  In addition to the
100,000 shares of common stock and 100,000 shares of preferred stock, the letter
agreements between Mr. Denahan and the Company provide for an additional 600,000
shares of common stock.  An additional  100,000 shares of preferred  stock to be
issued to Mr. Denahan if certain performance goals are met.

         In 1998, the Company also issued to the following  persons and entities
the shares indicated for consulting services: (i) Mr. Franklin, President of the
Company,   100,000  shares  preferred  stock;  (ii)  Mrs.  Jenny  Franklin,  Mr.
Franklin's wife, 2,500 shares of preferred  stock;  (iii) Mr. Joseph Denahan,  a
shareholder of the Company, 100,000 shares of common stock and 100,000 shares of
preferred  stock;  (iv)  Steven  Nightingdale,  a  shareholder  of the  Company,
3,000,000 shares of common stock; (v) Tricity Holding Corporation, a shareholder
of the  Company,  900,000  shares  of  common  stock;  (vi)  Merwyn  Croston,  a
shareholder of the Company, 100,000 shares of preferred stock; and (vii) Tijarat
& Investment Corporation, 86,000 shares of preferred stock. In 1997, the Company
issued to Mr. Jaya  250,000  shares of common stock and to Mr.  Croston  500,000
shares of common stock in exchange for services.



                                     PART IV

                                     ITEM 13
                        EXHIBITS AND REPORTS ON FORM 8-K


         1.       Financial Statement

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

         2.       Exhibits.


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

     2.1  Agreement,  dated as of April 30, 1999 between Wulf International Ltd.
          and SFM Mortgage Company. (1)
     3.1  Articles of Incorporation of Wulf International Ltd., as amended. (1)
     3.2  Bylaws of Wulf International, Ltd. (1)


                                       12

<PAGE>

     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 Warison Group Joint
          Venture. (1)
    10.5  Agreement dated January 1, 1994 by and between Wulf International Ltd.
          and WOC Stock Transfer Company. (1)
    10.6  Stock  Agreements  dated  February 1998 between the Company and George
          Wulf.
    10.7  Letter agreements between Joseph Denahan and the Company. (1)
    23.1  Consent of Alvin Dahl & Associates, P. C. (1)
    27.1  Financial Data Schedule. (1)
-----------------------
(1)      Filed herewith.












                                       13

<PAGE>


                                   SIGNATURES

    Pursuant  to the  requirement  of  Section  13 or 15  (d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned,  thereunto duly authorized as of this 15th day of
December,1999.

                                          WULF INTERNATIONAL LTD.




                                          By:  /s/  George Wulf
                                               -----------------------
                                               George Wulf
                                               Chief Executive Officer


    Dated: December, 1999

    In  accordance  with the Exchange  Act, this report has been signed below by
the  following  person of the  registrant  and in the  capacities  indicated  on
December 15, 1999.



     Name                                         Title
     ----                                         -----


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

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











                                       14

<PAGE>


                                INDEX TO EXHIBITS


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

     2.1  Agreement,  dated as of April 30, 1999 between Wulf International Ltd.
          and SFM Mortgage Company. (1)
     3.1  Articles of Incorporation of Wulf International Ltd., as amended. (1)
     3.2  Bylaws of Wulf International, Ltd. (1)
     4.1  Form of Warrant Agreement. (1)
    10.1  Letter  Agreement  dated  December  8,  1997  between  AEPM  and  Wulf
          International Ltd., as amended. (1)
    10.2  Letter Agreement dated December 8, 1997 between FSB/Parker-Croston and
          Wulf International Ltd. (1)
    10.3  Joint Venture  Agreement dated as of April 1, 1998 by and between Amin
          and Sons Corporation and Wulf International Ltd. (1)
    10.4  Joint  Venture  Agreement  dated  as of June 24,  1998 by and  between
          Southern  Philippines  Development  Authority  and Warison Group Joint
          Venture. (1)
    10.5  Agreement dated January 1, 1994 by and between Wulf International Ltd.
          and WOC Stock Transfer Company. (1)
    10.6  Stock  Agreements  dated  February 1998 between the Company and George
          Wulf.
    10.7  Letter agreements between Joseph Denahan and the Company. (1)
    23.1  Consent of Alvin Dahl & Associates, P. C. (1)
    27.1  Financial Data Schedule. (1)

-------------------
(2) Filed herewith.


















                                       E-1

<PAGE>



ALVIN L. DAHL
& ASSOCIATES, PC
Ceritified Public Accountants

A Profession Corporation


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

Board of Directors and Stockholders
Wulf International LTD
1909 Central Drive, Suite 200
Bedford, Texas 76021

We have audited the accompanying  balance sheets of Wulf International LTD as of
December 31, 1998 and 1997, and the related  statements of operations,  retained
earnings,  and cash flows for the years then ended.  These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Wulf International LTD as of
December 31, 1998 and 1997, and the results of its operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.



ALVIN L. DAHL & Associates, PC

October 12, 1999

Dallas, Texas

<PAGE>

<TABLE>

<CAPTION>

                             Wulf International LTD

                                  Balance Sheet
                           December 31, 1998 and 1997

                                                           Dec. 31, 1998   Dec. 31, 1997
                                                           -------------   -------------
<S>                                                        <C>             <C>
Assets:
     Current Assets:
     Cash                                                  $       6,592   $       6,749
                                                           -------------   -------------
              Total Current Assets                                 6,592           6,749


                       Total Assets                        $       6,592   $       6,749
                                                           =============   =============

Liabilities and Stockholders' Equity:

              Total Liabilities                                        0               0

     Stockholders' Equity: (Note 7)
     Common Stock - 50,000,000 shares authorized,
     15,861,611 and 4,538,003 shares issued
     and outstanding in 1998 and 1997 $0.01
     per share par value                                         158,616          45,380

     Paid in Capital                                           1,960,192       2,473,788

     Preferred Stock - 10,000,000 shares authorized,
     1,107,500 and 61,000  shares issued and outstanding
     in 1998 and 1997 $1.00 per share par value                1,107,500          61,000

     Retained Earnings (Deficit)                              (3,219,716)     (2,573,419)
                                                           -------------   -------------
              Total Stockholders' Equity                           6,592           6,749
                                                           -------------   -------------

     Total Liabilities and Stockholders' Equity            $       6,592   $       6,749
                                                           =============   =============


</TABLE>






                        See Notes to Financial Statements

<PAGE>

                             Wulf International LTD

                             Statement of Operations
                  For the Year Ended December 31, 1998 and 1997


                                             Dec. 31, 1998     Dec. 31, 1997
                                             -------------     -------------

Revenues                                     $         -0-     $         -0-

General & Administrative Expenses                 (646,297)          (86,491)

Net Operating Income (Loss)                       (646,247)         ( 86,491)

Provision for Federal Income Tax                       -0-               -0-

Net Income (Loss)                                 (646,247)          (86,491)
                                             =============     =============


Basic Earnings Per Share (Note 4)                  $(0.046)        $ ( 0.020)

Diluted Earnings Per Share                         $(0.035)        $ ( 0.020)














                      See Notes to the Financial Statements

<PAGE>

                             Wulf International LTD

                             Statement of Cash Flows
                  For the Year Ended December 31, 1998 and 1997


                                                           12/31/98    12/31/97
                                                           --------    --------
Cash Flows from Operating Activities: (Note 1.b)

Net Income (Loss)                                         $(646,297)    (86,491)

         Net Cash  Provided
         (Used) by Operating Activities                    (646,297)    (86,491)

Cash Flows from Investing Activities:

         Net Cash Provided
         (Used) by Investing Activities

Cash Flows from Financing Activities:

         Sale of Common Stock                                30,000           0
         Sale of Preferred Stock                            133,000      61,000
         Common Stock for Services                          245,200      32,240
         Preferred Stock for Services                       237,940           0
                                                           --------    --------
                  Net Cash Provided
                  (Used) by Financing Activities            646,140      93,240
                                                           --------    --------

Net Increase in Cash and Cash Equivalents                      (157)      6,749
                                                           --------    --------
Cash and Cash Equivalents at Beginning of Period              6,749           0
                                                           --------    --------
Cash and Cash Equivalents at end of Period                    6,592       6,749
                                                           ========    ========

Supplemental Schedule of Non Cash Investing and Financing Activities:

Common Stock for Services                                   245,200      32,240
Preferred Stock for Services                                237,940           0







                        See Notes to Financial Statements

<PAGE>

                             Wulf International LTD

                        Statement of Comprehensive Income
                  For the Year Ended December 31, 1998 and 1997

                                    (Note 9)
Net Income, December 31, 1998                                $(  646,297)

Other Comprehensive Income, Net of Tax                                -0-

Comprehensive Income (Note 9)                                $(  646,297)
                                                             ===========

Net Income, December 31, 1997                                $(   86,491)

Other Comprehensive Income, Net of Tax                                -0-

Comprehensive Income                                         $(   86,491)
                                                             ===========
















                      See Notes to the Financial Statements

<PAGE>

<TABLE>

<CAPTION>

                             Wulf International LTD

                        Statement of Stockholders' Equity
                 For the Years Ended December 31, 1998 and 1997

                               No.           Common         Paid-In           Pfd           Retained
                             Shares          Stock          Capital          Stock          Earnings         Total
                         -------------   -------------   -------------   -------------   -------------   -------------
<S>                      <C>             <C>             <C>             <C>             <C>             <C>
Balance, Jan 1, 1997         4,227,903   $      42,279   $   2,445,875   $         -0-   $  (2,486,928)  $       1,226

Sale of Shares                                                                  61,000                          61,000

Shares for Services            310,100           3,101           27,913                                         31,014

Net Income,Dec 31, 1997                                                                        (86,491)        (86,491)
                         -------------   -------------   -------------   -------------   -------------   -------------

Balance, Jan 1, 1998         4,538,003   $      45,380   $   2,473,788   $      61,000   $  (2,573,419)          6,749

Sale of  Shares                300,000           3,000          27,000         158,000                         188,000

Shares  for Services        11,023,608         110,236         134,964                                         245,200

Preferred for Services                                                         888,500                         888,500

Preferred Discount                                            (675,560)                                       (675,560)

Net Income, Dec 31, 1998                                                                      (646,297)       (646,297)
                         -------------   -------------   -------------   -------------   -------------   -------------

Balance, Dec 31, 1998       15,861,611   $     158,616   $   1,960,192   $   1,107,500   $  (3,219,716)  $       6,592
                         =============   =============   =============   =============   =============   =============


</TABLE>







                        See Notes to Financial Statements

<PAGE>




                             Wulf International LTD
                          Notes to Financial Statements
                 For the Years Ended December 31, 1998 and 1997


Note 1:  Summary of Significant Accounting Policies:

a.  Organization and Business Activities

Wulf Oil  Corporation  was  incorporated  in Colorado  in 1973.  The Company was
organized  as an  oil  and  gas  exploration  and  operated  as an oil  and  gas
exploration  entity until 1992. In 1992, the Company became  inactive and ceased
filing  reports with the SEC but  retained  its status as a registered  company.
During 1997 and 1998 the Company  negotiated a joint  venture  agreement  with a
native  Philippines  company and an agency of the Government of the Philippines,
the Southern Philippines  Development Authority, to construct 1 million low cost
housing units in the southern  portion of the country.  The Company is currently
seeking funding and Government guarantees for this project.

b.  Cash and Cash Equivalents:

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

c.  Revenue recognition and credit policies:

The Company has had no revenues during the periods audited.

d.  Inventory:

The Company currently holds no inventory.

e.  Property and equipment:

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

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


<PAGE>

f.  Income Taxes:

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

g.  Estimates:

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

h.  Asset Impairment:

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

i.  Stock-Based Compensation:

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


Note 2:  Related Party Transactions:

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

Common shares issued to:
------------------------
George Wulf, CEO                                     5,000,000
Steven Nightingdale                                  3,000,000
Joseph Denahan                                         100,000
Tricity Holding Corporation                            900,000

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

<PAGE>

During  1998 and 1997 the Company  made cash  payments  to related  parties,  as
follows, for services rendered:

                                                        1998        1997
                                                        ----        ----

Evergreen Petroleum Corporation                         $56,000     $10,000
Integra International                                   $32,000         -0-
WOC Transfer Co (Transfer Agent)                        $12,500     $ 4,750
Jennifer Beal                                           $ 2,500         -0-
Penigiran Hashim Jaya                                   $18,000     $ 6,000

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

Note 3:  Investment in Philipine Housing Project:

The Company  expended  $646,247 in 1998 and $86,491 in 1997 on its joint venture
with an agency of the  Government of the  Philippines.  (See Note 1 (a)).  These
amounts were expensed in the year incurred.

Note 4:  Earnings (Loss) Per Common Share

Earnings  per common  share are  computed by dividing net income by the weighted
average number of common shares and common stock equivalents  outstanding during
1998 and 1997.  SFAS No.  128,  Earnings  per Share  applies  to  entities  with
publicly  held  common  stock  and  establishes   standards  for  computing  and
presenting earnings per share (EPS). Basic EPS excludes dilution and is computed
by dividing  income  available to common  shareholders  by the  weighted-average
number of common  shares  outstanding  for the period.  Diluted EPS reflects the
potential  dilution that could occur if  securities or other  contracts to issue
common stock were  exercised  or converted  into common stock or resulted in the
issuance  of common  stock that then shared in the  earnings  of the entity.  At
December  31,  1998  and  1997,  respectively,  the  Company  had  common  stock
outstanding of 15,861,611 and 4,538,003.  The weighted  average number of common
shares outstanding as of December 31, 1998 and 1997 respectively, was 13,996,865
and  4,271,741  and Basic  Earnings  per share was  $(0.04) and  $(0.02).  Fully
diluted  shares  outstanding  at December 31, 1998 and 1997 were  18,386,552 and
4,309,866 respectively.

<PAGE>

Note 6:  Income Taxes

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

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

Note 7:  Stockholders' Equity

At December 31, 1998 and 1997,  the number of  authorized  and issued common and
preferred shares and the related par value and dividends paid are as follows:

                                                    1998            1997
                                                 ----------      ----------

Common stock authorized                          50,000,000      50,000,000
Common stock issued and outstanding              15,861,611       4,538,003
Common stock par value                              $0.01           $0.01

Preferred stock authorized                       10,000,000      10,000,000
Preferred stock issued and outstanding            1,103,500          61,000
Preferred stock par value                           $1.00           $1.00

No dividends have been paid on common or preferred stock

Note 8:  Fair Values of Financial Instruments

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

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

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

<PAGE>

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

The carrying amounts of the Company's financial instruments at December 31, 1998
and 1997, respectively, represent fair value.

Note 9:  Comprehensive Income

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

Note 10: Year 2000 Issues

The Y2K issue is the result of computer  programs being written using two digits
rather than four to define the  applicable  year.  Any  programs  that have time
sensitive  software or hardware may recognize a date using "00" as the year 1900
rather  than the year  2000.  This  could  result in a major  system  failure or
malfunction.  The  Company's  currently  does not own any  accounting  software,
office software, or hardware applications.  Other applications such as telephone
systems,  etc. are being reviewed by their vendors for  compliance.  No cost has
been  estimated at this time.  It is presumed that future  acquisition  of these
items will be Y2K compliant and the Company will investigate  compliance  before
making any purchases.

Note 11: Contingent  Liabilities

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

         FSP Parker Croston (architects and engineers)            $     119,296
         AEPM (construction and project managers)                       160,008
         Joseph A. Denahan (financial consultant)                        20,662

<PAGE>

Note 12: Subsequent Event

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

The following  pro-forma  assumes that the transaction  occurred on December 31,
1998:

                             Wulf International LTD
                             Pro-Forma Balance Sheet
                                December 31, 1998

                   Cash                               $      55,100
                   Accounts Receivable Trade                103,039
                   Loans in Process                         393,483
                   Other current assets                     348,687
                                                        -----------
                            Total current assets            893,717

                   Property & Equipment, Net                 71,385
                   Other assets                               4,500
                                                        -----------

                   Total Assets                         $   976,194
                                                        ===========

                   Current Liabilities                  $   229,020

                   Long term debt                           164,784
                                                        -----------
                            Total Liabilities           $   393,804

                   Common stock, 23,361,611 issued
                            and outstanding             $ 2,336,161
                   Paid in capital                        1,034,005
                   Preferred stock                        1,107,500
                   Preferred stock discount                (657,560)
                   Retained Deficit                      (3,219,716)

                            Stockholders equity             581,390

                   Total Liabilities and Equity         $   976,194
                                                        ===========
<PAGE>

On April 1, 1998,  SFM  Mortgage  Corporation  et al entered  into a  compromise
Conciliation  Agreement  with the United States  Department of Housing and Urban
Development and the Fort Worth Human Relations  Commission settleing a complaint
which  alleged  a  violation  by SFM of the Fair  Housing  Act.  The  Settlement
Agreement  provides  that over the next three years SFM will  increase the funds
available to low/mod  income  minority  single family,  owner-occupied  mortgage
loans by $35,415,258 in the metroplex.