UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------
FORM 10-KSB
|X ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 1999
or
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______to _______
Commission File Number 000-08638
WULF INTERNATIONAL LTD.
(F/K/A WULF OIL CORPORATION)
(Name of small business issuer in its charter)
Colorado 83-0218086
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1909 Central Drive, Suite 200 76021
Bedford, Texas (Zip Code)
(Address of principal executive offices)
Issuer's telephone number, including area code:
(817) 540-7432
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to section 12(g) of the Exchange Act:
$.01 par value Common Stock
(Title Of Class)
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act, during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes No X
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $3,364,498
----------
The aggregate market value of the voting and non-voting common equity
held by non-affiliates cannot be calculated because there is no established
public market for the issuer's common stock.
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
Number of Shares Outstanding
Title of Each Class at March 31, 2000
- ------------------- -----------------
Common Stock, $0.01 Par Value 29,779,111
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
None
<PAGE>
WULF INTERNATIONAL LTD.
TABLE OF CONTENTS
Form 10-KSB Item Page
- ---------------- ----
Part I.
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Part II.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
Item 6. Management's Discussion and Analysis or Plan of Operation
Item 7. Financial Statements
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Part III.
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
Item 10 Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners
and Management
Item 12. Certain Relationships and Related Transactions
Item 13. Exhibits, List and Reports
On Form 8-K
Signatures
<PAGE>
PART I.
ITEM 1.
BUSINESS
--------
Since 1997, Wulf International Ltd. (the "Company" or "Wulf") has
continued to develop a plan to provide construction of low cost and low priced
houses in the Philippines and has financed its efforts through the sale of its
stock, both common and preferred. The Company has sold stock in private
transactions for cash and issued stock to consultants for services rendered.
Additionally, while the Company continues to negotiate with investment
bankers regarding a potential financing for this housing project, the investment
bankers will, in all likelihood, require that the Government of the Philippines
guarantee any such financing undertaken. There can be no assurance that the
Government of the Philippines will agree to guarantee any such financing or that
an investment banker will agree to underwrite any such financing, particularly
on any basis other than best efforts.
During 1999, the Government of the Philippines reorganized its housing
program as well as the Executive Branch of the Government, and negotiations with
the Government were placed on hold for much of the year. The Office of the
President now has notified the Company orally that they are ready to enter into
final negotiations for the housing program (see below under Subsequent Events).
On March 15, 1999, the Company assigned a ten percent (10%) interest in
and to the Warisan Joint Venture (a seven percent (7%) in the SPDA-Warisan JV)
to Taticbilt International Corporation, a Philippines Corporation, a qualified
builder of low cost houses in the Philippines.
On April 6, 1999, the Company entered into a preliminary agreement with
Euro Property & Finance Ltd.("Euro Property") wherein Wulf issued 200,000 shares
of preferred stock in exchange for a 20% interest in a gold exploration project
in the Philippines with the option to acquire the balance of the interest held
by Euro Property for the issuance of an additional 100,000 shares of Wulf
preferred stock. Wulf exercised that option on January 31, 2000 (see below)
On April 30, 1999 the Company acquired all of the issued and
outstanding shares of Specialized Financial Services, Inc., d/b/a SFM Mortgage
Company ("SFM"). The shareholders of SFM received 7,500,000 shares of the
Company's common stock. Thus, SFM became a wholly owned subsidiary of the
Company. SFM is a mortgage broker in the home real estate market operating
primarily in Texas and is in the process of expanding into other states. Its
offices are in Bedford, TX in the Dallas/Ft. Worth metropolitan area. SFM has
been in business for approximately 10 years. As a mortgage broker it closes
loans using "warehouse" lines of credit with financial institutions and then
sells those loans to "permanent" lenders within a few days.
SFM is currently a mortgage banker and is approved or exempt to do
business in 20 states, and has exceptions to do business in 17 additional
states. SFM is active in working with low-income and minority housing. SFM plans
to increase its capital and its operating revenue through the acquisition of
several other mortgage companies currently operating in the State of Texas.
There can be no assurance that any of the negotiations will result in the
acquisition of one or more mortgage companies.
The Government of the Philippines has suggested that SFM consider
providing financing for existing low-income mortgages now held by the Government
as well as those mortgages that will be needed for the proposed 2,000,000 new
homes to be built under the Company's present plan. There can be no assurance
that SFM will be able to increase its capital and even if it can increase its
capital that either SFM or the Company will be successful in developing its
operations in the Republic of the Philippines.
<PAGE>
Employees
As of April 14, 2000, the Company and SFM employed an aggregate of 44
persons, 44 of whom are full time and none of whom are part-time. None of either
the Company's or SFM's employees are represented by labor unions. The Company
considers its relations with its employees to be good.
Subsequent Events
On January 31, 2000, the Company exercised its option related to gold
properties held by Euro Property in the Philippines, thereby acquiring 100% of
the interest owned by Euro Property and its subsidiary companies, Gold Mountain
Mining Ltd, Malaguit Mineral Resources Corporation, and Pacific Rim Mining Ltd
in the Philippines. Gold Mountain Mining has filed with the Philippines Energy
and Mineral Resources Department for mining rights to 234,900 hectares of land
in northeastern Mindanao after the expenditure of approximately $1,000,000 for
geological information on these lands. This exploration resulted in the location
of potential areas of significant gold values. Malaguit Mineral Resources has
filed a claim to 30,983 hectares immediately offshore from the Percale Gold
District in Camarines Norte, Luzon, after spending approximately $500,000 in
exploration costs. The recovered data indicate the possibility of economic gold
reserves in this block. The Company intends to conduct further exploration in
these two areas if it has sufficient capital. There is no assurance that gold
deposits of commercial value will be found and defined or that the licenses
required for the extraction of any gold found will be issued by the Government
of the Philippines.
FORWARD LOOKING STATEMENTS
This report and other reports and statements filed by the Company from
time to time with the Securities and Exchange Commission (collectively, "SEC
Filings") contain or may contain certain forward looking statements and
information that are based on the beliefs of the Company's management as well as
estimates and assumptions made by, and information currently available to, the
Company's management. When used in SEC Filings, the words "anticipate",
"believe", "estimate", "expect", "intend", "plan", and similar expressions, as
they relate to the Company or the Company's management, identify forward looking
statements. Such statements reflect the current views of the Company with
respect to future events and are subject to certain risks, uncertainties and
assumptions relating to the Company's operations and results of operations,
competitive factors and pricing pressures, risks inherent in acquisitions and
business expansion, changes in governmental policies and/or regulations in the
Philippines, in addition to any uncertainties specifically identified in the
text surrounding such statements and uncertainties with respect to changes or
developments in social, economic, business, industry, market, legal and
regulatory circumstances and conditions. Should one or more of these risks or
uncertainties materialize or should the underlying assumptions prove incorrect,
actual results may vary significantly from those anticipated, believed,
estimated, expected, intended or planned.
ITEM 2.
PROPERTIES
----------
The Company owns no real estate. The Company leases approximately 8080
square feet of general office space at 1909 Central Drive, Suite 200, Bedford,
Texas 76021, of which 1070 square feet is on a month to month basis and 7010
square feet is pursuant to a lease that is scheduled to expire on September 1,
2003. The business operations of SFM are also conducted at this location.
The Company believes that its facilities are generally well maintained,
in good operating condition and adequate for its current needs.
ITEM 3.
LEGAL PROCEEDINGS
-----------------
Neither the Company nor any of its subsidiaries is a party to any pending
legal proceedings.
<PAGE>
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None
PART II
ITEM 5
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
--------------------------------------------------------
Due to the inactive status of the Company between 1992 and 1997 and the
absence of SEC, the Company does not believe that there is an established public
trading market for its common stock.
As of April 14, 2000, there were approximately 5,760 shareholders of
record of the Company's common stock and 38 shareholders of record of the
Company's preferred stock. There have been no cash dividends paid or declared
since the inception of the Company, and the Company's present financial
condition does not permit the payment of dividends. The Company does not expect
to pay any cash dividends on the common stock in the foreseeable future. Rather,
the Company intends to retain earnings to fund the Company's operations and
planned expansion of its business. The payment of any future cash dividends
would be at the discretion of the Company's Board of Directors and would depend
on future earnings, capital requirements, the Company's financial condition and
other factors deemed relevant by the Board of Directors.
Both common shares and preferred shares have been issued by the Company
in private transactions without registration under the Securities Act of 1933,
as amended. For the year ended December 31, 1999, 3,525,000 shares of the
Company's common stock have been issued in exchange for cash and 1,297,500
shares for services rendered and 179,000 shares of the Company's preferred stock
have issued for cash and 9,300 shares issued for services rendered. Each holder
of the Company's preferred stock has the option to convert their shares into
shares of the Company's common stock on the basis of one (1) share of preferred
stock for five (5) shares of the common stock after one (1) year from the date
of issuance of the preferred stock. During 1999, 89,000 shares of preferred
stock were exchanged for 445,000 shares of common stock. In addition, each
holder of preferred shares has the right to one (1) warrant to purchase the
Company's common stock for $0.10 per share for each share of preferred stock
held. The right of holders of preferred shares to purchase these warrants
expires one year from the date of issuance of the preferred shares. During 1999,
the holders of 50,000 shares of preferred stock exercised their right to
purchase 50,000 shares of common stock.
ITEM 6.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
---------------------------------------------------------
Results Of Operations
- ---------------------
The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's results of operations and financial condition. The discussion should
be read in conjunction with the financial statements and notes thereto contained
elsewhere in this report.
Results of Operations for the Year Ended December 31, 1999 Compared to the Year
Ended December 31, 1998
In 1999, Wulf acquired gold properties in the Philippines that require
additional expenditures to prove up their value, if any. The principal business
for Wulf in the Philippines, however is the planning, designing and construction
of low-income homes for the Government of the Philippines. The Government
estimates the present need for homes of this type is over 5,000,000 with about
1,000,000 families already qualified to purchase a home. Wulf and its partners
in the Warisan Group have a joint venture agreement with the Government to build
1,000,000 new homes in Mindanao during the next ten years. Further, the Warisan
Group is negotiating with the National Housing Authority to build another
1,000,000 homes in the northern Philippines. Wulf owns 49% interest in the joint
venture. Although several international investment banking firms have indicated
they would assist in providing the needed capital, estimated to be $250,000,000,
there is no assurance that this capital will be provided or that mutually
agreeable terms and conditions can be negotiated with the Government of the
Philippines. To facilitate negotiations with the Government, the Warisan Group
maintains an office in Manila, Philippines.
<PAGE>
In 1999, the Company's wholly-owned subsidiary, SFM prepared to change
its operations to that of a full-scale mortgage company and now has a team in
place to make SFM a substantial wholesale and retail mortgage company. To
accomplish this goal, SFM has provided extensive training for its loan officers
and staff." The State of Texas has enacted a law allowing mortgage companies to
do reverse mortgages as well as refinancing the manufactured homes in one loan
versus the high interest rate on the home and another loan on the land. SFM can
now refinance homes of this type and the land in a regular Fannie/Freddie home
loan with a standard interest rate. This type of financing covers an estimated
43% of the homes sold in Texas. Although SFM showed a loss in 1999, it expects
to return to profitability in the year 2000 not only from the above mentioned
diversification but also from an increased volume of business resulting from the
acquisition of several additional mortgage companies and the expected contracts
with the Government of the Philippines. Unaudited financial statements for SFM
for the 1st quarter 2000 show a profit of $7,844. The expectations of future
profits, however, are not assured.
Revenues for 1999, which are entirely from the Company's mortgage
subsidiary (which was acquired on April 30, 1999), were essentially the same as
in 1998. Revenues in 1999 were $3,364,498 compared to $3,343,491 in the prior
year.
Operating expenses increased substantially in 1999 due to the Company's
expansion in Texas and other states and the buildup of Internet, wholesale and
new lines of business capability. These increases were primarily for salaries
and fringes. Operating expenses were $2,276,238 in the current year, an increase
of 42% compared to 1998's total of $1,605,224. The expansion of the mortgage
subsidiary's capabilities is expected to begin to be realized in increased sales
in the 2nd quarter of 2000.
Operating results for the Company in 1999 were a loss of $356,576
compared to a profit of $ 394,331 in the prior year. This change was caused by
the increased expenses associated with the mortgage subsidiary's expansion
described in the paragraph above.
The Company's general and administrative expenses, principally related
to the Philippines Housing Project declined slightly in 1999 versus the prior
year ($553,036 versus $646,247 in 1998).
The net loss for Wulf in 1999 was $874,116 compared to a loss of
$316,218 in the prior year.
Results of Operations for the Year Ended December 31, 1998 Compared to the Year
Ended December 31, 1997
Revenues for 1998, which are entirely from the Company's mortgage
subsidiary, increased by 50% over 1997. Revenues in 1998 were $3,343,491
compared to $2,234,286 in the prior year. The increased level of business was
due to the higher levels of mortgage refinancing as well as increased home
financing activity in the Dallas-Ft. Worth region.
Operating expenses increased in 1998 by 10% due to the higher volume of
activity as compared to 1997. Operating expenses were $1,605,224 in 1998
compared to $1,454,262 in 1997.
The Company's operating profit in 1998 was $394,331 compared to a loss
of $111,947 in 1997.
The Company's general and administrative expenses, principally related
to the Philippines Housing Project, increased substantially in 1998 versus 1997.
These expenses were $646,247 in 1998 versus $86,491 in 1997 as activities in the
Philippines covered a full year in 1998 and only began in the latter part of
1997.
<PAGE>
Wulf's net loss in 1998 was $316,218 compared to a loss of $93,955 in
1997.
Liquidity and Capital Resources
- -------------------------------
The Company made no material cash acquisitions or improvement
expenditures during the year ended December 31, 1999, but anticipates a
substantial increase in its capital needs consistent with the implementation of
the Company's business plan (described herein), when, and if, implemented. The
Company believes that its current capital will not be sufficient to meet its
anticipated cash needs for the next 12 months. The Company intends to obtain
additional financing through the sale of equity and/or debt securities and or
part of its interest in the SPDA-Warisan Joint Venture; there can be no
assurance that the Company will obtain financing necessary to implement and
undertake its business plan. Moreover, the obtaining of any financing by the
Company, will, in all likelihood, involve the sale of additional equity, debt,
or convertible debt securities, which could result in additional dilution to the
Company's shareholders. Additionally, the Company will, from time to time,
consider the acquisition of or investment in complementary businesses which
might impact the Company's liquidity requirements or cause the Company to issue
additional equity or debt securities. There can be no assurance that financing
will be available in amounts or on terms acceptable to the Company, if at all,
in order to implement its business plan. If the Company is unable to generate
sufficient capital for its Philippines operations, it will restrict its business
plan to the mortgage operations of its subsidiary, SFM.
Mid-Cities National Bank has extended to the Company's subsidiary, SFM
a line of credit of $50,000 effective from July 29, 1999 for one year. The line
is secured by a lien on equipment, inventories and accounts. As of December 31,
1999 a total of $50,000 has been drawn down on this line. In addition SFM has a
two year bank loan for $21,000 covering certain computer equipment, secured by
the same, maturing July 28, 2001. Interest rates on these loans are at rates of
9% and 9.25%, respectively. The 9% rate on the $50,000 line of credit is
adjusted based on 1% over the lowest money center bank rate quoted in the Wall
Street Journal. The Company's subsidiary, SFM, also has "warehouse lines of
credit" to temporarily fund mortgages until sold to a permanent lender.
New Accounting Standards.
- -------------------------
In 1998, the Financial Accounting Standards Board issued SFAS No. 128,
"Earnings per Share." This Statement establishes standards for computing and
presenting earnings per share and applies to entities with publicly held common
stock or potential common stock. This statement simplifies the previous
standards for computing earnings per share and makes them comparable to
international EPS standards. It replaces the presentation of primary EPS with a
presentation of basic EPS. It also requires dual presentation of basic and
diluted EPS on the face of the income statement for all entities with complex
capital structures and requires a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS computation. This Statement is effective for financial statements
issued for periods ending after December 15, 1997. The Company has compiled with
the disclosure requirements of SFAS 128 in its financial statements for its
fiscal year ending December 31, 1999.
In June 1997, the Financial Accounting Standards Board issued SFAS No.
131, Disclosures about Segments of an Enterprise and Related Information. SFAS
131 establishes standards for the way that public business enterprises report
information about operating segments in annual financial statements and requires
that those business enterprises report selected financial information about
operating segments in interim reports to shareholders. It also establishes
standards for related disclosures about products and services, geographic areas,
and major customers. The disclosure requirements of SFAS Nos. 131 are effective
for financial statements for financial years beginning after December 15, 1997.
The Company has complied with the disclosure requirements of SFAS No. 131 in its
financial statements for its fiscal year ending December 31, 1999.
Deferred Tax Assets.
- --------------------
The Company has deferred income benefits of $172,975 on its balance
sheet as an asset resulting from the tax losses at its wholly-owned subsidiary,
SFM.
<PAGE>
ITEM 7.
FINANCIAL STATEMENTS
--------------------
The financial statements set forth herein commence on page F-1 of this
report.
ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
--------------------------------------
None.
PART III
ITEM 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
-------------------------------------------------
The directors and executive officers of the Company as of April 14,
2000 are as follows:
Name Age Position(s) Held
---- --- ----------------
George Wulf 69 Chairman of Board of Directors, Chief
Executive Officer, and Principal Financial
And Accounting Officer
Pg. Hashim Jaya 40 Vice Chairman of the Board of Directors
Executive Vice President, and Secretary
William L. Franklin 51 President, Chief Operating Officer and Director
Donald Bernard 67 Director
Merve Croston 73 Director
None of the officers or directors of the Company had directorships of
any other SEC reporting companies. None of the officers or directors is involved
in any legal proceedings.
Each Director serves until the next succeeding annual meeting of
shareholders and until his successor is elected and qualified or until his
death, resignation or removal. Annual meeting of shareholders and directors are
held at such time and place as the Board of Directors may from time to time
determine.
George Wulf has served as the Chief Executive Officer Chairman of the
Board of the Company since 1992. From 1992 to 1997, Mr. Wulf also served as the
Company's President and from 1992 to the present as its Principal Financial
Officer. He received BS and MS degrees in petroleum engineering and geology,
respectively, a Ph.D. degree in geology from the University of Michigan and a
LL.B. degree in Law. He is Director and General Manager of Primal Corporation
(Brunei) and Chairman of Integra Mining (Brunei). He started his career with
Mobil in the U.S. and abroad, later worked for Amoco, and then spent over 30
years as an independent oil and gas operator, both in the U.S. and
internationally. He is a fellow of the Geological Society of America and a
member of several other professional organizations including the American
Association of Petroleum Geologists, the Geological Society of Nepal and the
Association of International Petroleum Negotiators.
Pengiran Hashim Jaya has been Vice Chairman and Executive Vice
President, of the Company since October 1997 and Secretary since December 1997.
Mr. Jaya holds a degree in business administration from University of Brunei and
has extensive experience in business and personnel management in Brunei and the
Philippines. Since 1990, he has been the President of Integra Mining, Sdn.,
Bhd., and Executive Vice President of Integra International Inc. since December
1995. Integra International Inc. is engaged in petroleum exploration in Brunei
and in the United States. Integra Mining is engaged in mineral exploration in
Southeast Asia.
<PAGE>
William L. Franklin has been President and Chief Operating Officer of
the Company since March 1998 and a Director since January 15, 2000. Mr. Franklin
has been employed for more than the last five years as Vice President of the
Tarrant County Hospital District where he is responsible for all facilities
related capital activities. He is also President, Director and a shareholder of
AEPM Inc. a project management firm, which with Wulf has a contractual
relationship. He holds BS and MS degrees in Aerospace Engineering from the
Georgia Institute of Technology and an MS degree in Management Science. He is a
Registered Professional Engineer. While in the U. S. Army Corps of Engineers, he
was in charge of a $200 million military housing and airport construction
project in Dhahran, Saudi Arabia. Mr. Franklin also has been involved in
construction projects in the People's Republic of China and large projects in
the Dallas-Ft. Worth area. He is a member of the Construction Management
Association of America and several other professional organizations.
Donald Bernard attended the University of Michigan and received BA, JD,
and LL.M. (International Law) degrees from the University of Texas. He practiced
law briefly and spent 20 years in the U.S. Navy, retiring with the rank of
Commander, Submarine Qualified. He holds a Commercial Pilot's license for
multi-engine and jet aircraft with instrument ratings. Mr. Bernard is the CEO of
a European computer research company and is Chairman of Metro Verde Development
Corporation, a Philippines company engaged in Government privatization project.
He also is a Director of the Angeles University Foundation in the Philippines.
Mr. Bernard was appointed a Director of the Company on February 8, 2000.
Merve Croston received a BS degree in Architecture from the Oklahoma
State University. After working for Wilson Patterson, he jointed Morris Parker
and formed Parker-Croston in 1965. In 1994, Parker Croston merged with
Frankfort-Short Bruza. Mr. Croston retired from FS/Parker-Croston in 1999 after
serving as Chief Executive Officer. He now practices as a Consulting Architect.
Mr. Croston has over 40 years experience in architectural engineering and
management. He is a Fellow of the Society of American Military Engineers and
received the prestigious James R. Wooten Service Award of the American Institute
of Architects. Mr. Croston was appointed a Director of the Company on January
15, 2000.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Act of 1934, as amended, requires the
Company's executive officers, directors, and persons who beneficially own more
than ten percent of a registered class of the Company's equity securities ("ten
percent stockholders") to file initial reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC") and the National
Association of Securities Dealers, Inc. ("NASD"). Executive officers, directors
and ten percent stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file. The Company's
executive officers, directors and ten percent stockholders became subject to
these requirements in December, 1973, when the registration statement relating
to the Company's initial public offering was declared effective by the SEC.
Based solely upon the Company's review of the copies of such forms
received by it, or written representations from certain reporting persons, the
Company believes that during the fiscal year ended December 31, 1999, all filing
requirements applicable to its executive officers, directors and ten percent
shareholders were fulfilled on a timely basis, except that (1) Mr. Franklin
failed to report a gift of 10,000 shares of the Company's preferred stock in
June 1999, and gifts totaling 10,000 shares of the Company's preferred stock in
August 1999, and (2) Mr. Wulf failed to report a gift of 50,000 shares of the
Company's preferred stock in July 1999.
ITEM 10.
EXECUTIVE COMPENSATION
----------------------
Directors of the Company currently receive no compensation for serving
on the Board of Directors other than reimbursement of reasonable expenses
occurred in attending meetings. No compensation was awarded to, earned by, or
paid to officers of the Company in 1999, 1998 or 1997.
<PAGE>
ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
---------------------
The following tables set forth certain information regarding beneficial
ownership of the common stock as of April 14, 2000, by (i) all persons known by
the Company to be the owner of record or beneficially of more than 5% of the
outstanding common stock, (ii) each director of the Company, (iii) each
executive officer of the Company and (iv) all directors and executive officers
as a group
Name and Address Nature and Amount of (1)(2)
Of Beneficial Owner Beneficial Ownership Percent of Class
- ---------------------- -------------------- ----------------
George Wulf(3) 7,997,774 27.9%
P.O. Box 795759
Dallas, Texas 75379
Pengiran Hashim Jaya 255,000 0.9%
#1 Taman Salmah, Simpang #25
Mata Mata, Gadong
Bandar Seri Begawan, Brunei
William L. Franklin(4) 512,500 1.8%
509 Emily Drive
Fort Worth, Texas 76108
Donald Bernard 70,000 0.2%
14 Scenic Drive
Whitehall, Montana 59759
Merve Croston(5) 1,175,000 4.1%
2424 Winton Terrace West
Fort Worth, Texas 76109
Randie Wolzen(6) 3,461,200 12.1%
1909 Central Drive
Bedford, Texas 76021
Steven Nightingale(7) 3,185,000 11.1%
P.O. Box 2071
Reno, Nevada 89505
All executive Officers 10.010.274 34.9%
and Directors as Group (5 persons)
1. Unless otherwise indicated, the Company believes that all persons named in
the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them. A person is deemed to be the
beneficial owner of securities that can be acquired by such person with 60
days upon the exercise of options and warrants. Each beneficial owner's
percentage ownership is determined by assuming that options and warrants
that are held by such person (but not those held by any other person) and
which are exercisable within 60 days have been exercised. Percentages
herein assume a base of 28,679,111 shares of common stock outstanding,
before any consideration is given to outstanding options or warrants.
Certain of the Company's directors disclaim beneficial ownership of some of
shares included in the table.
2. Includes shares of common stock issuable upon the conversion of shares of
preferred stock to the extent such preferred shares are presently
convertible.
3. Includes 2,255,000 shares with respect to which Mr. Wulf has the right to
acquire by virtue of the conversion of 451,000 outstanding shares of
preferred stock. Mr. Wulf disclaims beneficial ownership of (i) 683,774
shares of common stock owned by Evergreen Petroleum Corporation, a
corporation owned by Mr. Wulf's wife and daughter; (ii) 30,500 shares of
common stock owned by Mr. Wulf's wife; and (iii) 6,000 shares of common
stock held in a trust for Mr. Wulf's daughter pursuant to which Mr. Wulf's
wife is trustee.
<PAGE>
4. Includes (i) 400,000 shares of common stock shares with respect to which
Mr. Franklin has the right to acquire by virtue of the conversion of 80,000
outstanding shares of preferred stock, and (ii) 12,500 shares of common
stock by Mr. Franklin's wife.
5. Includes 675,000 shares of common stock with respect to which Mr. Croston
has the right to acquire by virtue of the conversion of 135,000 outstanding
shares of preferred stock.
6. Includes 250,000 shares of common stock with respect to which Ms. Wolzen
has the right to acquire by virtue of the conversion of 50,000 outstanding
shares of preferred stock.
7. Includes 165,000 shares of common stock with respect to which Mr.
Nightingale has the right to acquire by virtue of the conversion of 33,000
outstanding shares of preferred stock.
The following table sets forth certain information regarding beneficial
ownership of the preferred stock as of April 14, 2000, by (i) all persons known
by the Company to be the owner of record or beneficially of more than five
percent of the outstanding shares of preferred stock, (ii) each director of the
Company, (iii) each executive officer of the Company and (iv) all directors and
executive officers as a group.
Name and Address Nature and Amount of (1)
Of Beneficial Owner Beneficial Ownership Percent of Class
- ------------------- -------------------- ----------------
George Wulf 451,000 32.6%
P.O. Box 795759
Dallas, Texas 75379
Pengiran Hashim Jaya 0 0.0%
#1 Taman Slamah, Simpang #25
Mata Mata, Gadong
Bandar Seri Begawan, Brunei
William L. Franklin 82,500 6.0%
509 Emily Drive
Fort Worth, Texas 76108
Donald Bernard 0 0.0%
14 Scenic Drive
Whitehall, Montana 59759
Merve Croston 135.000 9.7%
2424 Winston Terrace West
Fort Worth, Texas 7610
Signet Mining & Investments Ltd 200,000 14.4%
5200 Keller Spring, Suite 423
Dallas, Texas 75248
All Executive Officers and 668,500 48.3%
Directors as a Group (5 persons)
(1) Unless otherwise indicated, the Company believes that all persons named
in the table have sole voting power and investment power with respect to
all shares of preferred stock beneficially owned by them. A person is
deemed to be the beneficial owner of securities that can be acquired by
such person within 60 days upon the exercise of options and warrants.
Each beneficial owner's percentage ownership is determined by assuming
that options and warrants that are held by such person (but not those
held by any other person) and which are exercisable within 60 days have
been exercised. Percentages herein assume a base of 1,402,800 shares of
preferred stock outstanding, before any consideration is given to
outstanding options or warrants.
<PAGE>
ITEM 12
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The Company paid to Integra International Inc., a corporation in which
Mr. Wulf is the Chairman and Chief Executive Officer, $81,300 in 1999 for
consulting services.
The Company paid to Pengiran Hashim, an executive officer and director
of the Company, $94,700, for reimbursement of expenses incurred on behalf of the
Company.
ITEM 13
EXHIBITS, LIST AND REPORTS ON FORM 8-K
--------------------------------------
The following documents are filed as part of this report:
1. Financial Statements
The financial statements and schedules listed in the accompanying index
to financial statements are filed as part of this report.
2. Exhibits.
Exhibit
Number Description
2.1 Agreement dated as of April 30, 1999 between Wulf International Ltd.
and SFM Mortgage Company. (1)
3.1 Articles of Incorporation of Wulf International Ltd., as amended. (1)
3.2 Bylaws of Wulf International, Ltd. (1)
4.1 Form of Warrant Agreement. (1)
10.1 Letter Agreement dated December 8, 1997 between AEPM and Wulf
International Ltd., as amended. (1)
10.2 Letter Agreement dated December 8, 1997 between FSB/Parker-Croston and
Wulf International Ltd. (1)
10.3 Joint Venture Agreement dated as of April 1, 1998 by and between Amin
And Sons Corporation and Wulf International Ltd. (1)
10.4 Joint Venture Agreement dated as of June 24, 1998 by and between
Southern Philippines Development Authority and Warisan Group Joint
Venture. (1)
10.5 Agreement dated January 1, 1994 by and between Wulf International Ltd.
and WOC Stock Transfer Company. (1)
10.6 Stock Agreements dated February 1998 between the Company and George
Wulf.
10.7 Letter agreements between Joseph Denahan and the Company. (1)
23.1 Consent of Alvin Dahl & Associates, P. C. (1)
27.1 Financial Data Schedule. (1)
99.1 Euro Property Agreements (2)
99.2 Letter from Philippines Government (2)
- ------------------------
(1) Filed with Report 10-KSB dated December 15, 1999.
(2) Filed with Report 10-QSB dated December 23, 1999.
3. Reports on Form 8-K
None
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Act of 1934, the registrant has duly caused this report to be signed on behalf
by the undersigned, thereunto duly authorized.
WULF INTERNATIONAL LTD.
By: /s/ George Wulf
-----------------------------
George Wulf
Chief Executive Officer and Principal
Financial and Accounting Officer
Dated: April 14, 2000
In accordance with the Exchange Act, this report has been signed below
by the following persons of the registrant and in the capacities indicated on
April 14, 2000.
Name Title
---- -----
/s/ George Wulf
- ----------------------------
George Wulf Chief Executive Officer, Principal Financial and
Accounting Officer and Chairman of the Board of
Directors
/s/ Pg. Hashim Jaya
- ----------------------------
Pg. Hashim Jaya Vice-Chairman of the Board, Executive Vice
President and Secretary
/s/ Larry Franklin
- ----------------------------
Larry Franklin President, Chief Operating Officer and Director
/s/ Donald Bernard
- ----------------------------
Donald Bernard Director
/s/ Merve Croston
- ----------------------------
Merve Croston Director
<PAGE>
Wulf International Ltd.
Comparative Balance Sheets
For the Year Ended Dec. 31, 1999 and 1998
(unaudited)
1999 1998
Current Assets:
Cash $ 62,260 $ 55,100
Accounts Receivable-Trade 98,368 103,039
Loans in process 336,124 393,483
Deferred income tax benefits 172,975 93,043
Other Current Assets 6,003 255,644
----------- -----------
Total Current Assets 675,730 900,309
Property, Plant & Equipment (net of deprec) 105,870 71,385
Other Assets:
Investment in Philippines Mineral Leases 200,000
Other 6,776 4,500
Total Other Assets 206,776 4,500
----------- -----------
Total Assets $ 988,376 $ 976,194
=========== ===========
Current Liabilities:
Short term debt $ 87,089 $ 104,000
Accounts payable $ 142,439 $ 57,904
Accrued Payroll $ 46,781
Other current liabilities $ 37,704 $ 67,116
----------- -----------
Total current liabilities $ 314,013 $ 229,020
-----------
Long term debt,excluding current portion 23,090 164,784
Deferred Federal Income taxes -- --
Stockholders Equity:
Common stock $.01 par value 50 million shares
authorized; issued and outstandinG 28,679,111
and 15,861,611 in 1999 and 1998 respectively 286,791 158,616
Capital in excess of par value 3,105,514 2,535,990
Preferred stock - 10 million shares authorized;
issued and outstanding 1,352,800 and 1,107,500
in 1999 and 1998 respectively 1,352,800 1,107,500
Accumulated earnings (deficit) (4,093,832) (3,219,716)
----------- -----------
Total stockholders equity 651,273 582,390
Total Liabilities and Equity $ 988,376 $ 976,194
=========== ===========
<PAGE>
Wulf International Ltd.
Comparative Statement of Operations
For the Years ended Dec. 31, 1999 and 1998
(unaudited)
1999 1998
Revenues-mortgage & other fees $ 3,364,498 $ 3,343,491
Less: Mortgage and other fees paid 1,444,836 1,343,936
------------ ------------
Net revenues 1,919,662 1,999,555
Operating expenses 2,276,238 1,605,224
------------ ------------
Operating income (loss) (356,576) 394,331
General and administrative
expenses, principally related to
Philippines Housing project 553,036 646,247
Other income (expense) - net (44,436) (61,731)
------------ ------------
Loss before income taxes (954,048) (313,647)
Provision for defer. inc tax benefits 79,932
Provision for income taxes 2,571
------------ ------------
Net loss (874,116) (316,218)
============ ============
Net loss per share (0.038) (0.015)
Weighted average number of
common shares outstanding 23,007,168 21,496,865
Fully diluted number of shares 29,676,548 25,886,552
Fully diluted net loss per share (0.029) (0.012)
<PAGE>
<TABLE>
<CAPTION>
Wulf International Ltd.
Statement of Stockholders' Equity
For the Years ended December 31, 1999 and 1998
(Unaudited)
Common Stock Preferred Stock
----------------------------------------- --------------------------------- Accumulat. Total Stk
Shares Par Value Excess Shares Dollars Deficit Equity
of par value
---------- --------- ------------ ---------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Bal January 1, 1998 4,538,003 $ 45,380 $2,473,788 61,000 $ 61,000 $(2,573,419) $ 6,749
Shares for cash 300,000 3,000 27,000 158,000 158,000 188,000
Shares for services 11,023,608 110,236 134,964 245,200
Preferred sh. For svc 888,500 888,500 888,500
Other -675560 -675560
Loss for the year -646297 -646297
Bal Dec 31, 1998 15,861,611 158,616 1,960,192 1,107,500 1,107,500 (3,219,716) 6592
Balance Jan 1, 1999 15,861,611 $158,616 $1,960,192 1,107,500 1,107,500 (3,219,716) $ 6,592
Shares for cash 3,525,000 35,250 312,250 179,000 179,000 526,500
Common sh for svcs 1,297,500 12,975 12,975
Prefered for comm 445,000 4,450 40,050 (89,000) (89,000) (44,500)
Warrants exer. 50,000 500 4,500 5,000
Phil. Gold lease 200,000 200,000 200,000
SFM Acq. 7,500,000 75,000 706,308 781,308
Loss for the year (874,116) (874,116)
Pref for services 9,300 9,300 9,300
Other 82,214 (54,000) (54,000) 82,214
Balance 12-31-99 28,679,111 $286,791 $3,105,514 1,352,800 $ 1,352,800 $(4,093,832) $ 651,273
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Wulf International Ltd.
Statement of Cash Flows
For the Years ended Dec. 31, 1999 and 1998
(Unaudited)
1999 1998
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $(874,116) $(316,218)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation 31,939 18,529
Writeoff of non-collectible account 51,960
(Increase) decrease in loans in progress 57,359 (276,351)
Other operating changes (net) 58,638 (10,147)
--------- ---------
Net cash provided (used) by operating activities (674,220) (584,187)
--------- ---------
Cash (used) provided by investing activities
Additions to PP&E net (66,807) (60,033)
Repayment of investment house debt (104,000)
Proceeds from sale of investment house 127,464
Purchase of Philippines Minerals Lease (200,000)
--------- ---------
Net cash (used) by investing activities (243,343) (60,033)
--------- ---------
Cash provided (used) by financing activities:
Proceeds from issuance of long term debt 91,145
Net proceeds from lines of credit 81,932
Repayment of long term debt (10,984) (62,653)
Proceeds from sale of SFM conv. Deb 135,000
Purchase Class B common stock of SFM (35,000)
Sale of common stock 352,500 30,000
Sale of preferred stock 179,000 133,000
Common stock for services 12,975 245,200
Preferred stock for services 9,300 237,940
Prefer. stock for Philip. Mineral Lease 200,000
--------- ---------
Net cash provided (used) by financing activities 924,723 674,632
--------- ---------
Increase (decrease) in cash: 7,160 30,412
Cash, January 1 55,100 24,688
--------- ---------
Cash December 31 $ 62,260 $ 55,100
========= =========
Supplemental cash flow information:
Income taxes paid -- --
Interest paid 3,488 29,163
</TABLE>
<PAGE>
Wulf International LTD
Notes to Financial Statements
For the Years Ended December 31, 1999 and 1998
Note 1: Summary of Significant Accounting Policies:
a. Organization and Business Activities
Wulf Oil Corporation was incorporated in Colorado in 1973. The Company was
organized as an oil and gas exploration and operated as an oil and gas
exploration entity until 1992. In 1992, the Company became inactive and ceased
filing reports with the SEC but retained its status as a registered company.
During 1997 and 1998 the Company negotiated a joint venture agreement with a
native Philippines company and an agency of the Government of the Philippines,
the Southern Philippines Development Authority, to construct 1 million low cost
housing units in the southern portion of the country. The Company is currently
seeking funding and Government guarantees for this project.
On April 30, 1999 the Company acquired all of the outstanding common stock of
Specialized Financial Services, Inc. a Texas corporation. The Company issued
7,500,000 shares of its common stock for 100% of the stock held by stockholders
of Specialized Financial Services, Inc. d.b.a. SFM Mortgage Company. SFM
originates mortgage loans and sells these loans to permanent lenders. Since
there is not an established market for either company's stock, the transaction
was valued at the book value of SFM at April 30, 1999. The acquisition was
accounted for on the purchase method of accounting. Financial statements have
been restated to reflect the operations of SFM in both 1999 and 1998.
b. Cash and Cash Equivalents:
For purposes of reporting cash flows, the Company considers all cash on hand and
in banks, certificates of deposit and other highly liquid debt instruments with
a maturity of three months or less at the date of purchase to be cash and cash
equivalents.
c. Revenue recognition and credit policies:
Revenues are recorded using the accrual method. Mortgage fee revenues are
recognized when the loan has been approved for funding by the mortgage company.
The loans in process account was estimated by determining what percent of
pending loans will be funded based on prior history less the estimated
commission payable to loan officers.
d. Inventory:
The Company currently holds no inventory.
<PAGE>
e. Property and equipment:
Property and equipment will be recorded at its historical cost. Depreciation
will be provided for in amounts sufficient to relate the asset cost to
operations over the estimated useful life ( five to seven years) using
accelerated depreciation for financial reporting purposes.
Gains and losses from disposition of property and equipment will be recognized
as incurred and will be included in operations.
f. Income Taxes:
The Company uses the asset and liability method as identified in SFAS 109,
Accounting for Income Taxes.
g. Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
h. Asset Impairment:
The Company adopted the provisions of SFAS 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of, in its financial
statements beginning for the year ended December 31, 1998.
i. Stock-Based Compensation:
The Company will follow the intrinsic value based method of accounting as
prescribed by SFAS No. 123, Accounting for Stock-Based Compensation, for its
stock-based compensation. The Company has not adopted a stock option plan.
<PAGE>
Note 2: Related Party Transactions:
During the years ended December 31, 1999 and 1998, Common and preferred shares
were issued to related parties, as follows, for services rendered:
Common shares issued to: 1999 1998
- ------------------------ -------- ---------
George Wulf, CEO 5,000,000
Steven Nightingdale 3,000,000
Joseph Denahan 100,000
Tricity Holding Corporation 900,000
Merve Croston, formerly associated 70,000
With FSB Parker-Croston
Jenny Franklin, wife of Larry Franklin 57,500
Tigarat 400,000
Preferred shares issued to:
George Wulf, CEO 500,000
Joseph Denahan 100,000
Larry Franklin, President and COO 100,000
Jenny Franklin, wife of Larry Franklin 2,500
M. Croston, formerly associated
with FSB Parker-Croston 100,000
Tijarat & Investment Corporation 86,000
During 1999 and 1998 the Company made cash payments to related parties, as
follows, for services rendered or expenses incurred on behalf of the Company:
1999 1998
-------- ---------
Evergreen Petroleum Corporation $ 56,000
Integra International $ 81,300 $ 32,000
WOC Transfer Co (Transfer Agent) $ 12,500
Jennifer Beal $ 2,500
Penigiran Hashim Jaya 94,700 $ 18,000
Larry Franklin, Director of Wulf
Evergreen Petroleum Corporation is a private company owned by Janis Wulf and
Jennifer Beal. FSB Parker-Croston is providing design services for the
Philippines project. George Wulf is the Chairman and CEO of Integra
International. Jennifer Beal and Janis Wulf own WOC Transfer Company and are the
daughter and wife of George Wulf. Pengiran Hashim Jaya is an officer of the
Company. Joseph Denahan is currently providing consulting services to the
Company. Larry Franklin is President and a Director of Wulf International Ltd.
Note 3: Investment in Philipine Housing Project:
The Company expended $543,984 in 1999 and $646,247 in 1998 on its joint venture
with an agency of the Government of the Philippines. (See Note 1 (a)). These
amounts were expensed in the year incurred.
<PAGE>
Note 4: Earnings (Loss) Per Common Share
Earnings per common share are computed by dividing net income by the weighted
average number of common shares and common stock equivalents outstanding during
1999 and 1998. SFAS No. 128, Earnings per Share applies to entities with
publicly held common stock and establishes standards for computing and
presenting earnings per share (EPS). Basic EPS excludes dilution and is computed
by dividing income available to common shareholders by the weighted-average
number of common shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity. At
December 31, 1999 and 1998, respectively, the Company had common stock
outstanding of 28,679,111 and 15,861,611 shares. The weighted average number of
common shares outstanding as of December 31, 1999 and 1998 respectively, was
29,676,548 and 13,996,865 and Basic Earnings per share was $() and $(). Fully
diluted shares outstanding at December 31, 1999 and 1998 were 35,705,411 and
18,386,552 respectively.
Note 6: Income Taxes (incorporate SFM numbers)
At December 31, 1999, the Company has available net operating loss carryforwards
of approximately $1,282,700 for federal income tax purposes that begin to expire
in 1999. The federal income tax carryforwards resulted from the operating loss
generated by prior operations and losses in 1997 and 1998. For financial
purposes, a valuation allowance of $1,282,700 has been recognized to offset any
deferred tax assets. There are no deferred tax liabilities. Deferred income
taxes reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes. The company had generated substantial tax
loss carryforwards in prior fiscal periods which expired unused in prior periods
and in 1998 and 1997.
Year of Expiration Losses Credits
- ------------------ ------ -------
1997 $ 186,000
1998 496,000 $ 5,000
1999 550,000
---- --
2012 86,400
2013 646,300
2014
<PAGE>
Note 7: Stockholders'Equity
At December 31, 1999 and 1998, the number of authorized and issued common and
preferred shares and the related par value and dividends paid are as follows:
1999 1998
---- ----
Common stock authorized 50,000,000 50,000,000
Common stock issued and outstanding 28,679,111 15,861,611
Common stock par value $0.01 $0.01
Preferred stock authorized 10,000,000 10,000,000
Preferred stock issued and outstanding 1,352,800 1,107,500
Preferred stock par value $1.00 $1.00
No dividends have been paid on common or preferred stock
Note 8: Fair Values of Financial Instruments
The following methods and assumptions were used to estimate the fair value of
financial instruments:
Cash and Cash Equivalents. The carrying amount reported in the balance sheet for
cash and cash equivalents approximates its fair value.
Accounts Receivable and Accounts Payable. The carrying amount of accounts
receivable and accounts payable in the balance sheet approximates fair value.
Short-Term and Long-Term Debt. The carrying amount of the advances from
affiliates recorded in the balance sheet approximates fair value because of its
short term and its non-interest-bearing basis.
The carrying amounts of the Company's financial instruments at December 31, 1999
and 1998, respectively, represent fair value.
Note 9: Comprehensive Income
SFAS No. 130, Reporting Comprehensive Income establishes standards for reporting
and display of comprehensive income and its components (revenues, expenses,
gains and losses) in a full set of general-purpose financial statements. It
requires that all items that are required to be recognized under accounting
standards as components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other financial
statements. SFAS No. 130 requires that an enterprise (a) classify items of other
comprehensive income by their nature in a financial statement and (b) display
the accumulated balance of other comprehensive income separately from retained
earnings and additional paid in capital in the equity section of a statement of
financial position. The Company's comprehensive income does not differ from its
reported net income.
<PAGE>
Note 10: Contingent Liabilities
The Company has entered into certain transactions for which payment of the
obligations incurred is contingent upon funding of the Philippines National
Shelter Project. These amounts are only due and payable when and if funding for
this project is obtained. Should funding not be obtained these amounts will not
be due and payable. There has been no provision for these contingent liabilities
in the financial records of the Company.
FSP Parker Croston (architects and engineers) $ 147,182
Merve Croston, Architect 12,710
AEPM (construction and project managers) 423,000
Joseph A. Denahan (financial consultant) 113,050
On April 1, 1998, SFM Mortgage et al entered into a compromise Conciliation
Agreement with the United States Department of Housing and Urban Development and
the Fort Worth Human Relations Commission settling a complaint which alleged a
violation by SFM of the Fair Housing Act. The Settlement Agreement provides that
over the next three years SFM will increase the funds available to low/mod
income minority single family, owner-occupied mortgage loans by $35,415,258 in
the metroplex.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
</LEGEND>
<CIK> 0000108633
<NAME> Wulf International Ltd.
<MULTIPLIER> 1
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-START> Jan-01-1999
<PERIOD-END> Dec-31-1999
<EXCHANGE-RATE> 1
<CASH> 62,260
<SECURITIES> 0
<RECEIVABLES> 98,368
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 675,730
<PP&E> 105,870
<DEPRECIATION> 31,939
<TOTAL-ASSETS> 988,376
<CURRENT-LIABILITIES> 314,013
<BONDS> 0
0
1,352,800
<COMMON> 286,791
<OTHER-SE> (988,318)
<TOTAL-LIABILITY-AND-EQUITY> 988,376
<SALES> 3,364,498
<TOTAL-REVENUES> 3,364,498
<CGS> 1,444,836
<TOTAL-COSTS> 2,276,238
<OTHER-EXPENSES> (44,436)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,488
<INCOME-PRETAX> (954,048)
<INCOME-TAX> 79,932
<INCOME-CONTINUING> (874,116)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (874,116)
<EPS-BASIC> (.038)
<EPS-DILUTED> (.029)
</TABLE>
