SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended Sept. 30, 1999
Commission file number 0-8638
WULF INTERNATIONAL LTD. (formerly Wulf Oil Corporation)
(Exact name of registrant as specified in its charter)
COLORADO 83-0218086
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1909 Central Dr. (Suite 200), Bedford, TX 76021
(Address of principal executive offices) (Zip Code)
817.540.5492
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
$.01 par value common stock
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Common Stock 27,833,390
Preferred Stock 1,346,300
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Wulf International Ltd.
Form 10-QSB for the Quarter ended September 30, 1999
Table of Contents
Part I - Financial Information Page No.
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Item 1 - Wulf International Ltd. 2
Financial Statements (UNAUDITED)
Balance Sheets as of Sept. 30, 1999 and 1998 3
Statement of Operations for the Nine Months ended Sept. 30, 1999 and 1998 4
Statement of Operations for the Three Months ended Sept. 30, 1999 and 1998 5
Statement of Cash Flows for the Nine Months ended Sept. 30, 1999 6
Notes to Financial Statements 7
Item 2 - Management's Discussion and Analysis or Plan of Operation 10
Part II - Other Information
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
(a) Exhibits:
Euro Property Agreement to Acquire Philippines Mineral Leases
Letter from Philippines Government on Housing project
(b) Reports on form 8-K (None)
Signature Page 15
</TABLE>
2
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PART I
Item 1. Financial Statements
Wulf International Ltd.
Comparative Balance Sheets
As of Sept. 30, 1999 and 1998
1999 1998
----------- -----------
Current Assets:
Cash $ 83,948 $ 61,813
Accounts Receivable-Trade 111,307 44,132
Loans in process 410,835 260,725
Other Current Assets 119,966 303,847
----------- -----------
Total Current Assets 726,056 670,517
Property, Plant & Equipment (net of depreciation) 108,506 52,999
Other Assets:
Investment in Philippines Mineral Leases 200,000 --
Other 6,776 26,972
Total Other Assets 206,776 26,972
----------- -----------
Total Assets $ 1,041,338 $ 750,488
=========== ===========
Current Liabilities:
Short term debt $ 59,392 104,000
Other current liabilities 148,765 130,696
Total current liabilities 208,157 234,696
Long term debt, excluding current of $3,451 27,037 149,097
Deferred Federal Income taxes -- 912
Stockholders Equity:
Common stock $.01 par value 50 million shares
authorized; issued and outstanding 27,833,390 and
15,651,611 in 1999 and 1998 respectively 278,333 156,516
Capital in excess of par value 3,005,890 2,309,743
Preferred stock - 10 million shares authorized;
issued and outstanding 1,346,300 and 1,081,000 in
1999 and 1998 respectively 1,346,300 1,081,000
Accumulated earnings (deficit) (3,824,379) (3,181,476)
----------- -----------
Total stockholders equity 806,144 365,783
Total Liabilities and Equity $ 1,041,338 $ 750,488
=========== ===========
3
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Wulf International Ltd.
Comparative Statements of Operations
For the Nine Months ended Sept. 30, 1999 and 1998
1999 1998
------------ ------------
Revenues-mortgage & other fees $ 2,711,933 $ 2,124,287
Less: Mortgage and other fees paid 1,137,917 836,010
------------ ------------
Net revenues 1,574,016 1,288,277
Operating expenses 1,702,337 1,128,467
Operating income (loss) (128,321) 159,810
General and administrative
expenses, principally related to
Philippines Housing project 452,343 594,877
Other income (expense) - net (53,488) 4,595
------------ ------------
Loss before income taxes (634,152) (430,472)
Provision for income taxes -- 50,623
------------ ------------
Net loss (634,152) (481,095)
============ ============
Net loss per share (0.029) (0.04)
Weighted average number of
common shares outstanding 21,589,182 12,581,414
Fully diluted number of shares 28,168,482 16,041,414
Fully diluted net loss per share (0.023) (0.03)
4
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Wulf International Ltd.
Statements of Operations
For the Quarters ended Sept. 30, 1999 and 1998
1999 1998
------------ ------------
Revenues-mortgage & other fees $ 765,458 $ 755,160
Less: Mortgage and other fees paid 340,501 263,867
------------ ------------
Net revenues 424,957 491,293
Operating expenses 524,350 429,601
Operating income (loss) (99,393) 61,692
General and administrative
expenses, principally related to
Philippines Housing project 177,749 114,474
Other income (expense) - net (38,051) 1,069
Loss before income taxes (315,193) (51,713)
Provision for income taxes -- --
Net loss (315,193) (51,713)
Net loss per share-basic (0.012) (0.003)
-diluted (0.009) (0.003)
Weighted average number of common
shares outstanding 27,315,890 15,562,316
Fully diluted number of shares 34,092,390 20,614,816
5
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Wulf International Ltd.
Statement of Cash Flows
For the Nine months ended Sept. 30, 1999
1999
---------
Cash used by operating activities:
Net loss $(634,152)
Adjustments to reconcile net loss to net cash
used in operations:
Depreciation 18,014
Writeoff of non-collectible account 51,659
Other operating changes (net) 136,521
---------
Net cash used by operations (427,958)
---------
Cash (used) provided by investing activities
Additions to PP&E net (51,994)
Purchase of Philippines Minerals Lease (200,000)
---------
Net cash (used) by investing activities (251,994)
---------
Cash provided (used) by financing activities:
Reduce long term debt (137,747)
Sale of common stock 492,050
Sale of preferred stock 133,000
Common stock for services 16,700
Preferred stock for services 4,800
Prefer. stock for Philip. Mineral Lease 200,000
---------
Net cash provided (used) by financing activities 708,803
---------
Increase (decrease) in cash: 28,851
Cash, January 1 55,097
Cash, Sept. 30 83,948
6
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Wulf International LTD
Notes to Consolidated Financial Statements
For the Year to Date and Quarters
Ended Sept. 30, 1999 and 1998
Note 1: Basis of Presentation
The accompanying unaudited consolidated condensed financial statements of Wulf
International Ltd. have been prepared in accordance with generally accepted
accounting principles for interim financial information. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. For further
information, refer to the financial statements and footnotes thereto included in
the Company's report on Form 10-KSB for the year ended December 31, 1998.
Note 2: Summary of Significant Accounting Policies
a. Organization and Business Activities
Wulf Oil Corporation was incorporated in Colorado in 1973. The Company was
organized as an oil and gas exploration and operated as an oil and gas
exploration entity until 1992. In 1992, the Company became inactive and ceased
filing reports with the SEC but retained its status as a registered company.
During 1997 and 1998 the Company negotiated a joint venture agreement with a
native Philippines company and an agency of the Government of the Philippines,
the Southern Philippines Development Authority, to construct 1 million low cost
housing units in the southern portion of the country. The Company is currently
seeking funding and Government guarantees for this project.
On April 30, 1999, Wulf International Ltd. (hereinafter also referred to as Wulf
or the Company) closed its agreement to acquire all of the shares of Specialized
Financial Services, Inc. d/b/a SFM Mortgage Company of Bedford, Texas, for
7,500,000 shares of Wulf common stock. SFM is a ten-year old mortgage finance
company with 40 employees. It does business primarily in Texas, Oklahoma,
Colorado, California and Arizona. Through lines of credit with major financial
institutions, they provide mortgage money primarily to the home real estate
market. The mortgages are then sold in "packages" to large institutional
investors. Last year SFM did about $73 million in mortgage loans and expects to
increase that in 1999. SFM Mortgage is expanding its business by going into more
states and increasing its staff this year, which will cause it to report losses
for this quarter and for the year to date.
7
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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 recognizes revenues as earned and charges off specific receivables
as bad debts when recovery is doubtful.
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.
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.
8
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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 3: Bank Loans
Mid-Cities National Bank has extended to the Company's SFM Mortgage subsidiary a
line of credit of $50,000 effective from July 29, 1999 for one year. The line is
secured by a lien on equipment, inventories and accounts. As of Sept. 30, a
total of $38,392 had been drawn down on this line. In addition, SFM had a two
year bank loan for $21,000 covering certain computer equipment, secured by same,
maturing July, 28, 2001.
Note 4: Investment in Philippines Housing Project:
The Company expended approximately $600,000 in 1998 and $375,000 in 1999 through
Sept. 30 on its joint venture with an agency of the Government of the
Philippines. These amounts were expensed in the year incurred.
Note 5: 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. 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
Note 6: 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. The Company's SFM Mortgage subsidiary believes that its
internal systems are Y2K compliant.
Note 7: 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) $ 140,000
AEPM (construction and project managers) 380,000
Joseph A. Denahan (financial consultant) 60,000
9
<PAGE>
Item 2. Management's Discussion and Analysis
Acquisition of SFM Mortgage Co.
On April 30, 1999, Wulf International Ltd. (hereinafter also referred to as
Wulf or the Company) closed its agreement to acquire all of the shares of
Specialized Financial Services, Inc. d/b/a SFM Mortgage Company of Bedford,
Texas, for 7,500,000 shares of Wulf common stock. SFM is a ten-year old mortgage
finance company with 40 employees. It does business primarily in Texas,
Oklahoma, Colorado, California and Arizona. Through lines of credit with major
financial institutions, they provide mortgage money primarily to the home real
estate market. The mortgages are then sold in "packages" to large institutional
investors. Last year SFM did about $73 million in mortgage loans and expects to
increase that in 1999. SFM Mortgage is expanding its business by going into more
states and increasing its staff this year, which will cause it to report losses
for this quarter and for the year to date. This acquisition will be helpful to
Wulf because SFM can assist with mortgage financing for the Philippines National
Shelter Project if that project can obtain funding, approvals and be
implemented. This project is for one million new homes to be built by the
Southern Philippines Development Authority (SPDA)-Warisan Joint Venture of which
Wulf is a 49% partner.
10
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Philippines National Shelter Low Cost Housing Project
During this quarter, the following activities occurred in our Philippines
Project, which is described in detail in the Company's form 10KSB for 1998, and
which is subject to obtaining financing and government guarantees, neither of
which can be assured.
On July 24, 1999, the Company formally presented the proposed low-income
housing project for the southern Philippines to Joseph Estrada, President of the
Philippines. This letter described the key components of the project and asked
for his general indication of support. The key items covered in the letter were:
(1)On June 24, 1998, about one year ago, the Warisan Group of companies
entered Into a joint venture agreement with the Southern Philippines Development
Authority (SPDA) whereby Warisan as developer will build One Million new homes
for low income families over the next ten years in Mindanao, under the auspices
of the National Shelter Program. The Warisan Group includes Amin & Sons
Corporation of Zamboanga City, Taticbilt International Corporation of Manila,
and Wulf International Ltd of Dallas, Texas. The estimated value of the houses
is US$7,628,000,000.
(2)Wulf International, as underwriter, has received commitments, subject to
normal investment banking qualifications as to market conditions, due diligence,
etc., from five of the larger international investment banking firms to be the
lead manager and underwriter for US$250,000,000 in ten-year bonds to be issued
by the SPDA and guaranteed by the Government of the Philippines. These funds
would be rolled over during the ten-year construction period to provide
US$7,628,000,000 in new homes, medical clinics, market areas, and schools for
low-income families.
(3)Warisan's architectural engineering staff, FSB/Parker-Croston of Fort
Worth, Texas, has spent over six months on the design of the housing units and
town sites that would meet the exacting standards of the SPDA. Warisan's
engineering management staff, A.E.P.M., also of Fort Worth, advises that they
can complete about 10,000 new houses each month after full mobilization, and
that the services of about 50,000 professional, skilled, and unskilled Filipino
workers will be required for this project. The houses will be of varying design
and size and will be fabricated in the Philippines using, to the extent
practicable, available materials and equipment. The goal of the Warisan Group is
to build homes that (1) are well designed with full amenities, (2) are
attractive and compatible with the surroundings, and (3) are quality homes that
low income families can be proud to own.
(4)SFM Mortgage Company, a wholly owned subsidiary of Wulf, will be the
loan originator and primary lender to the buyers of the One Million new homes.
(5)The Warisan Group has completed its Feasibility Study of this project,
including a Business Plan, Executive Presentation, Exhibits, and House Design
and Construction reports, in cooperation with the SPDA.
(6)Warisan also is interested in engaging in a similar project of another
One Million homes for low income families in Greater Manila and other areas in
the northern Philippines. We have been provided with a draft joint venture
agreement from the National Housing Authority for this project and would be
ready to proceed very quickly upon confirmation of the Government of the
Philippines. Also, SFM Mortgage is ready and willing to provide funding for the
currently outstanding low-income home mortgages in the Philippines upon
receiving an invitation from that Government.
11
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On September 17, 1999 SFM Mortgage Company, a wholly owned subsidiary
of the Company, received an invitation from the Presidential Committee on
Flagship Programs and Projects in the Office of the President inviting SFM to
visit the Philippines and meet with the Chairman of the Flagship Committee and
the key housing agencies. The purpose of the meeting is to acquaint SFM with the
mortgage requirements for the low income housing program and to assist SFM in
setting up a legal entity in the Philippines.
On October 15, 1999, the Company received a reply to the July 24, 1999
letter from the Presidential Committee on Flagship Programs and Projects in the
Office of the President informing the Company that "we strongly support this
proposed housing project in Mindanao and the establishment of mortgage company
for the benefit of our people." The Committee requested that the company now
submit a detailed feasibility study and corporate profiles of the joint venture
partners. The consulting-design-construction company, Lockwood Greene, a
subsidiary of Philipp Holzmann International has been contacted by the Company
and negotiations are underway for a contract to complete the required
feasibility study.
Purchase of 20% of Philippines Mineral Exploration Project
On April 6, 1999 the Company entered into a preliminary agreement with
Euro Property & Finance Ltd, wherein Wulf issued 200,000 shares of preferred
stock in exchange for 20% interest in a gold exploration project in the
Philippines. Euro must provide Wulf with an appraisal by a qualified engineer,
as well as all geological, geophysical, and other data in its possession
pertaining to this project to finalize the agreement. This is expected in the
next 60 days. Wulf also has the option to acquire another 75% interest in the
project for 100,000 additional shares of preferred. This option must be
exercised by January 31, 2000.
Results of Operations
Wulf's mortgage subsidiary (SFM Mortgage) incurred a pretax loss of
$137,444 in the quarter and $181,809 year to date. This compares to a profit of
$62,761 in the prior year quarter and a profit of $164,405 through Sept. 30 of
last year. These losses in the current year were caused by SFM's business
expansion within Texas and into additional states necessitating up front
expenditures for increased staff and other expenses. Interest expense for the
nine months ended Sept. 30, 1999 was $9,298.
General and administrative expenses for the nine months totaled
$452,343 compared to $594,877in the prior year. The majority of these expenses
were related to the Philippines National Shelter Project and included
professional fees, travel, and expenses associated with the Project's office in
the Philippines.
Wulf's total net losses for the quarter and September year to date were
$315,193 and $634,152 respectively.
Liquidity and Capital Resources
During the nine months ended Sept. 30, 1999 Wulf continued to fund its
business through existing working capital, bank loans described below, private
sales of securities and issuance of common and preferred stock in exchange for
professional services and other expenses. Wulf expects to continue to fund
itself through these means. Mid-Cities National Bank has extended to the
Company's SFM Mortgage subsidiary a line of credit of $50,000 effective from
July 29, 1999 for one year. The line is secured by a lien on equipment,
inventories and accounts. As of Sept. 30, a total of $38,392 had been drawn down
on this line. In addition, SFM had a two year bank loan for $21,000 covering
certain computer equipment, secured by same, maturing July, 28, 2001. Interest
rates on these loans are at rates of 9.25% and 9% respectively. The 9% rate on
the $50,000 line of credit is adjusted based on 1% over the lowest money center
bank rate quoted in the Wall Street Journal.
12
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PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
Insofar as is known to the Company's management as of Sept. 30, 1999, 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; or of which any of their property is the
subject.
Item 2. Changes in Securities and Use of Proceeds
Both common and preferred stock have been sold in private sales under
section 4(2) of the Securities Act of 1933, as amended. In addition both common
and preferred shares have been issued for services to benefit from the
professional advice of certain experts and for other expenses. These are
summarized in the table below:
Nine Months Ended Sept. 30, 1999
---------------------------------
Shares Dollars
--------- --------
Common stock sold cash 2,820,500 $282,050
Common stock issued for services 1,670,000 16,700
Common stock issued for preferred converted 445,000 89,000
Common stock issued for SFM purchase 7,500,000 781,308
Preferred stock sold cash 133,000 133,000
Preferred stock issued for services 4,800 4,800
Preferred stock issued for mineral
lease interests 200,000 200,000
Three months ended Sept. 30, 1999
---------------------------------
Common stock sold cash 55,000 5500
Common stock issued for services 20,000 200
Common stock issued for preferred converted 0 0
Preferred stock sold cash 78,000 78,000
Preferred stock issued for services 3,000 3,000
The holders of preferred stock have the option to convert their stock to
common on the basis of one share of preferred for five shares of common after
one year from date of issue. Preferred shareholders also have the right to one
warrant to purchase common stock for $0.10 per share for each share of preferred
held, with the warrant expiring one year from date of purchase of the preferred
stock. The preferred stock is non-voting stock but has first right on all assets
in the event of liquidation up to $1.00 per preferred share.
Item 3. Defaults Upon Senior Securities. None
Item 4. Submission of Matters to a Vote of Security Holders. None
13
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Item 5. Other Information.
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 settling a complaint
which alleged a violation by SFM of the Fair Housing Act. The Settlement
Agreement provides that over the next three years SFM will increase the funds
available to low/moderate income minority single family, owner-occupied mortgage
loans by $35,415,258 in the Dallas/Ft. Worth metroplex.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Euro Property Agreement to Acquire Philippines Mineral Leases
Letter from Philippines Government on Housing project
(b) Reports on Form 8-K (None)
SAFE HARBOR STATEMENT UNDER THE PRIVATE LITIGATION REFORM ACT OF 1995.
Statements contained in this document which are not historical fact are
forward-looking statements based upon management's current expectations that are
subject to risks and uncertainties that could cause actual results to differ
materially from those set forth in or implied by forward-looking statements.
14
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
WULF INTERNATIONAL LTD.
/s/ George R. Wulf
Date: December 21, 1999 --------------------------------
George R. Wulf, Chairman and CEO
(Principal executive officer
and principal financial and
accounting officer)
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Form
10-QSB unaudited consolidated balance sheet as of September 30, 1999 and the
unaudited consolidated statement of earnings for the three month period ended
September 30, 1999 and is qualified in its entirety by reference to such
financials statements.
</LEGEND>
<CIK> 0000108633
<NAME> Wulf International Ltd.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 83,948
<SECURITIES> 0
<RECEIVABLES> 111,307
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 726,056
<PP&E> 108,506
<DEPRECIATION> 18,014
<TOTAL-ASSETS> 1,041,338
<CURRENT-LIABILITIES> 208,154
<BONDS> 0
0
1,346,300
<COMMON> 278,333
<OTHER-SE> (818,489)
<TOTAL-LIABILITY-AND-EQUITY> 1,041,338
<SALES> 0
<TOTAL-REVENUES> 2,711,933
<CGS> 0
<TOTAL-COSTS> 2,840,254
<OTHER-EXPENSES> 505,831
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,298
<INCOME-PRETAX> (634,152)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (634,152)
<EPS-BASIC> (.029)
<EPS-DILUTED> (.023)
</TABLE>
MEMORANDUM OF AGREEMENT
MADE THIS 6th DAY OF APRIL 1999
Between EURO PROPERTY & FINANCIAL LIMITED, "EURO"
-----------------------------------------
A British Virgin Islands corporation with a place of business at
16475 Dallas Parkway, Suite 238
Addison, TX 75001
And WULF INTERNATIONAL LTS. "WULF"
------------------------------
A Colorado corporation with a place of business at
5200 Keller Springs Road, Suite 1131
Dallas, TX 75248
The above parties, at times, are referred to herein singly as "Party" and
collectively as "Parties"
WITNESSETH THAT:
WHEREAS, both Parties have active business interests in the Republic of the
Phillipines and Provincial is desirous of expanding it's interests therein.
WHEREAS, Euro through two of its subsidiaries has mining claim interests in the
Phillipines in which Wulf wishes to participate.
THEREFORE, it is agreed as follows:
1. SUPERSEDING EFFECT
1.1 This agreement supersedes all existing oral or written agreements
between the Parties and constitutes the entire agreement between the
parties.
2. MINERAL PROPERTIES
2.1 MINERAL PROJECTS IN MINDANAO
2.1.1. GOLD MOUNTAIN MINING LTD, ("GMM"), a Euro B.V.I. has filed
for some 234,900 has. of mineral claims under 29 separate
Phillippine corporations (appx. 8,500 has. each) located in
northeastern Mindanao, primarily in the Agusan del Sur
province.
2.1.2 Rights to approximately 75% of the acreage has been upheld
by the DENR.
2.2 OFF-SHORE MINERAL PROPERTY IN CAMARINES NORTE
2.2.1. Euro through it's wholly subsidiary, PACIFIC RIM MINING LTD,
a B.V.I. corporation has filed one claim for an aff-shore
block containing aproximately 30,983 has. adjacent to the
historic Peracale gold district in Camarines Norte.
2.2.2. All legal and political work has been done on this project
to qualify for an Exploration Permit.
3. Wulf agrees to tender to Buro or its assigns 200,000 shares of Wulf
International Ltd. preferred shares in exchange for 20% of the share equity
in both Pacific Rim Mining Ltd. and Gold Mountain Mining Ltd.
<PAGE>
4. Euro grants to Wulf the option to acquire an additional 75% of the
authorized share capitol in both Pacific Rim Mining Ltd. and Gold Mountain
Mining Ltd. in exchange for an additional 100,000 preferred shares of Wulf
International Ltd. This option is valid until January 31, 2000.
5. Should Wulf exercise its option to acquire the additional 75% of the share
capitol in Pacific Rim Mining Ltd. and Gold Mountain Mining Ltd. as soon
set out in paragraph 4 above then as soon as is reasonable thereafter, Euro
shall furnish to Wulf all of the geographical, geological, and other
relevant data in it's possession. Further, Euro agrees to engage a
registered Philippine engineer to issue to Wulf a short appraisal report on
the above property based on the sunk costs.
Agreed to this 6 day of April, 1999
---
/s/ Jim Bob Hodge /s/ George Wulf
- ------------------------------- --------------------
Jim Bob Hodge George Wulf
for and on behalf of for and on behalf of
Euro Property & Finance Limited Wulf International Ltd.
[GRAPHIC OMITTED]
Office of the President
PRESIDENTIAL COMMITTEE ON FLAGSHIP PROGRAMS AND PROJECTS
October 15, 1999
DR. GEORGE WULF
Wulf International Ltd.,
5200 Keller Spring Road, suite 1131
Dallas, Texas, 75248 USA
Dear Dr. Wulf:
Thank you for your letter to His Excellency President Joseph Ejereito
Estrada regarding your interest to build one million housing for low income
families in Mindanao in joint venture with Souther Phillippines Development
Authority (SPDA)and other government housing agencies.
Your proposed housing project for Mindanao is highly appreciated in view of
the housing backlog of about 1.4 million units for Mindanao alone. The provision
of low cost housing and food security are the centerpiece programs under the
President Estrada's administration.
Under President Estrada's administration, the national Government
introduced structural reforms in the housing sector under the umbrella
organization of the Housing and Urban Development Coordinating Council,
supported by key housing agencies such as the Home Insurance Guarantee
Corporation (HIGC), PAG-IBIG, SSS and HLURB. The entire housing sector is
wainting for the approval by congress of the proposal to increase the authorized
of HIGC. The President recently assumed the title of "housing czar" to resolve
the many problems in the housing sector.
We also appreciate your plan to establish a local mortgage company to serve
as the take-out agency for the housing program, and to generate funds through
teh secondary mortgage market.
In order for your proposal to be properly evaluated may we request that you
please sumbit a detailed feasibility study, corporate profile, including the
last 3 years financial statements of the joint venture partners.
Rest assured that, we strongly support this proposed housing project in
Mindanao and the establishment of mortgage company for the benefit of our
people.
Thank you and best regards.
Very truly yours,
/s/ Manuel B. Gaite
-------------------
Manuel B. Gaite
Presidential Assistant & Executive Director
