Julie K. Lutz (Calif. Bar. No. 77246)
Jeffrey Thomas (Colo. Bar. No. 28413)
Attorneys for Plaintiff
U.S. Securities and Exchange Commission
1801 California St., Suite 1500
Denver, CO 80202-2656
(303) 844-1000

UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF TEXAS
AUSTIN DIVISION

COMPLAINT

The United States Securities and Exchange Commission ("Commission") files this Complaint against Defendants Wulf International Ltd. and George R. Wulf and would respectfully show the Court as follows:

SUMMARY

1. Between January 18, 2001 and April 2, 2002, Wulf International Ltd. ("WIL") issued six press releases that contained false or misleading statements about WIL's business activities and financial condition. Five of those releases were drafted or reviewed by the chairman of WIL's board of directors, George R. Wulf ("Wulf"). Following the issuance of each of the releases by WIL and Wulf, the market price and/or trading volume of WIL stock increased significantly. Wulf derived benefits of about $8,200 by selling WIL stock into the resulting inflated market.

2. The Commission, in the interest of protecting the public from any further illegal activity, brings this action against WIL and Wulf, seeking permanent injunctive relief and, with respect to Wulf, disgorgement of all ill-gotten gains or benefits plus pre- and post-judgment interest, a civil monetary penalty, and an officer/director and penny stock bar.

JURISDICTION AND VENUE

3. This Court has jurisdiction over this action pursuant to Sections 21(e) and 27 of the Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. §§ 78u(e) and 78aa] and Title 28 U.S.C. § 1331. In connection with the acts, practices, and courses of business described in this Complaint, each of the Defendants, directly or indirectly, has made use of the means or instrumentalities of interstate commerce or of the mails. Venue is proper because some of the acts, practices and courses of business described in this Complaint occurred within the jurisdiction of the Western District of Texas, and defendant WIL is located in this jurisdiction.

DEFENDANTS

4. Wulf International Ltd. is a publicly held Colorado corporation headquartered in Austin, Texas. From 1997 to 2003, WIL was attempting to develop housing for low-income persons in the Philippines and elsewhere. None of the housing was ever built. Currently, WIL purports to be engaged in mortgage banking and loan servicing. At all times relevant to this Complaint, WIL was a "penny stock" as defined in Section 3(a)(51) of the Exchange Act.

5. George R. Wulf is a resident of Addison, Texas. Wulf founded WIL and was chairman of its board of directors from at least January 1, 2000 through December 2002. He also was its president, chief executive officer, and chief financial officer from at least January 2002 through December 2002. In 1984, he consented to an order permanently enjoining him from violating Section 17(a) of the Securities Act of 1933 ("Securities Act") and Sections 10(b) and 13(d) of the Exchange Act and Rules 10b-5, 10b-9 and 13d-1 thereunder.

FACTUAL BACKGROUND

6. In April 1998, WIL entered into a joint venture with the Southern Philippines Development Authority ("SPDA"), a corporation wholly owned by the Philippines government, to build one million houses for low-income persons in that country.

7. Under the terms of the joint venture agreement, WIL was required to obtain funding for the project.

8. The project required the approval of at least five Philippines governmental entities, the last of which granted approval in November 2001.

9. In February 2002, WIL entered into a similar joint venture to build houses for low-income persons in Pakistan.

10. Between January 18, 2001 and April 2, 2002, WIL issued six press releases concerning the proposed housing projects in the Philippines or Pakistan. Wulf drafted five of the releases.

11. The releases announced purported financing commitments and governmental approvals, the retention of engineering and construction firms, earnings projections, and other such events and figures that, taken as a whole, created the false and misleading impression that WIL was on the verge of embarking on massive and highly lucrative development projects.

12. WIL issued releases in January 2002 and April 2002, the latter of which was drafted by Wulf, which stated that a Malaysian group of companies and another entity had agreed to provide WIL with between $200 million and $500 million to fund WIL's housing projects.

13. These statements were misleading because they did not disclose that these entities were not obligated to provide any funding unless WIL obtained a guarantee or other security from a government or bank, which WIL never obtained.

14. WIL issued two releases in January and February 2001, each of which was drafted or reviewed by Wulf, which stated that the SPDA would issue $200 million of bonds, which would be sold by major investment banks, to fund WIL's Philippines housing project.

15. These statements were false because the SPDA and the Philippines government had not agreed to issue, and no investment banks had committed to underwrite, any such bonds. One investment bank had merely agreed to underwrite such bonds on a "best efforts" basis provided that the Philippines government guaranteed the bonds, which had not occurred.

16. WIL issued two releases in January and February 2001, each of which was drafted by Wulf, which stated that the SPDA had "approved" the Philippines housing project.

17. These statements were misleading because they failed to disclose that the SPDA was merely the first of at least five governmental entities from which approval was required, and that approval of the other such entities had not been obtained as of the dates of the releases.

18. WIL issued a February 2001 release, which was drafted by Wulf, which stated that the proposed Philippines housing project would enable the WIL/SPDA joint venture to earn $565 million within ten years.

19. This statement was misleading because it did not disclose that WIL had not obtained funding for, and the Philippines government had not yet approved, the project. Further, the projected revenues in the release were false and misleading because they lacked any reasonable basis.

20. WIL issued a June 2001 release that stated that the proposed Philippines housing project would enable WIL to earn $343 million within ten years

21. This statement was misleading because it did not disclose that WIL had not obtained necessary approvals or funding for the project. Further, the revenues projected in the release were false and misleading because they lacked any reasonable basis.

22. Each of the releases described on this Complaint was drafted and disseminated for the purpose of inducing or attempting to induce the purchase or sale of WIL stock.

23. On the dates of four of the six releases, the closing price of WIL stock increased by between 30% and 61% over the average closing price for the previous ten trading days, averaging a 42% increase. Further, following the dissemination of spam e-mail messages by unaffiliated third parties that republished one of the releases, the price of WIL stock increased by nearly 95%.

24. Following the issuance of five of the six releases, the trading volume of WIL stock increased by between 81% and 1,584% over the average trading volume for the previous ten trading days, averaging a 654% increase.

25. Between January 23 and February 16, 2001, while disseminating the false and misleading press releases described above, Wulf caused Integra International Inc., a privately held entity for which Wulf serves as president and chairman of the board of directors, to sell 300,000 shares of WIL stock for profits of approximately $45,000 and to pay certain of WIL's expenses with such proceeds. As an owner of 18.2% of WIL's outstanding common stock, Wulf benefited from Integra's stock sales in the amount of $8,200.

CLAIM FOR RELIEF

Violation of Section 10(b) of the Exchange Act and Rule 10b-5

26. Paragraphs 1 through 25 of this Complaint are hereby realleged and incorporated by reference.

27. Defendants WIL and Wulf, with scienter, in connection with the purchase or sale of securities, by the use of means or instrumentalities of interstate commerce or of the mails, directly or indirectly: (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material facts or omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or (c) engaged in acts, practices or courses of business which operated or would operate as a fraud or deceit upon purchasers of securities.

28. By reason of the foregoing, Defendants violated and unless restrained and enjoined will continue to violate Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

RELIEF REQUESTED

The Commission requests that the Court:

1. Enter an order against Defendants WIL and Wulf, enjoining them from violating Section 10(b) of the Exchange Act and Rule 10b-5 thereunder;

2. Order defendant Wulf to disgorge all ill-gotten gains received and any benefits in any form derived from the illegal conduct alleged in this Complaint, plus pre- and post-judgment interest;

3. Order defendant Wulf to pay civil penalties pursuant to Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)] in an amount to be determined by the Court;

4. Enter an order barring defendant Wulf from serving as an officer or director of any publicly held company pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)];

5. Enter an order barring defendant Wulf from participating in any offering of penny stock pursuant to Section 21(d)(6) of the Exchange Act [15 U.S.C. § 78u(d)(6)]; and

6. Order such other and further relief as the Commission may show itself entitled.

DATED: August 14, 2003