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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C.  20549
  
  
                                   FORM 8-K
  
  
                                CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
      Date of Report (Date of earliest event reported): December 13, 2000
  
  
                               ICHOR CORPORATION
             (Exact name of Registrant as specified in its charter)
  
  
                                   Delaware
                           (State of Incorporation)
  
  
                000-25132                             25-1741849
         (Commission File Number)       (I.R.S. Employer Identification No.)
  
  
                       17 Dame Street, Dublin 2, Ireland
        (Address of principal executive offices, including postal code)
  
  
                                (3531) 679 1688
             (Registrant's telephone number, including area code)
  
  
  
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  <PAGE>  2
  
  
                                     - 2 -
  
  
  ITEM 5.    OTHER EVENTS.
  
  Effective December 13, 2000, ICHOR Corporation ("ICHOR") entered into two
  share exchange agreements to, directly and indirectly, acquire
  approximately 99.9% of the outstanding shares of Hippocampe S.A.
  ("Hippocampe") of Lyon, France in consideration of an aggregate of
  approximately 33,311,398 shares of common stock and securities convertible
  into shares of common stock of ICHOR (the "Transaction").  ICHOR currently
  has issued 4,918,770 shares of common stock.
  
  The Transaction was announced by a press release dated December 14, 2000
  issued by ICHOR.
  
  Description of the Transaction
  ------------------------------
  
  ICHOR has entered into a share exchange agreement ("Agreement A") with
  shareholders owning approximately 50.7% of the issued and outstanding
  shares of Hippocampe.  Pursuant to Agreement A, such Hippocampe
  shareholders will, on the closing (the "Closing") of the Transaction,
  transfer their Hippocampe shares to ICHOR in consideration of ICHOR
  issuing to them shares of common stock of ICHOR.
  
  ICHOR has also entered into a separate share exchange agreement
  ("Agreement B") with shareholders owning approximately 49.2% of the issued
  and outstanding shares of Hippocampe.  Pursuant to Agreement B, such
  Hippocampe shareholders will, on Closing, transfer their shares of
  Hippocampe to a new wholly-owned subsidiary to be established by ICHOR
  under the laws of Luxembourg ("LuxCo"). In exchange for their Hippocampe
  shares, such Hippocampe shareholders will be issued preferred shares of
  LuxCo (the "LuxCo Preferred Shares") which are convertible into shares of
  common stock of ICHOR at the option of the holder.  In all material
  respects, the LuxCo Preferred Shares will have similar rights and
  restrictions as shares of common stock of ICHOR, including the right to
  receive dividends and the right to vote at shareholder meetings of ICHOR.
  The rights and restrictions attaching to the LuxCo Preferred Shares will
  be given effect, in part, by certain agreements to be entered at Closing
  including: (i) a support agreement between ICHOR and LuxCo providing for
  the support by ICHOR of the rights attaching to the LuxCo Preferred
  Shares; (ii) a voting and exchange trust agreement among ICHOR, LuxCo and
  a trustee providing for the voting rights of the LuxCo Preferred Shares in
  ICHOR; and (iii) a shareholder agreement between ICHOR and the holders of
  the LuxCo Preferred Shares providing for the support by ICHOR of the
  rights attaching to the LuxCo Preferred Shares. Upon Closing, ICHOR will
  contribute and transfer to LuxCo the Hippocampe shares that ICHOR receives
  from Hippocampe shareholders under Agreement A in consideration for the
  issuance to ICHOR by LuxCo of additional common shares of LuxCo.
  
  The aggregate number of shares of common stock of ICHOR issuable upon
  Closing and assuming the full conversion of LuxCo Preferred Shares is
  approximately 33,311,398 shares.
  
  
  <PAGE>  3
  
  
                                     - 3 -
  
  
  Prior to Closing, all of the currently outstanding shares of preferred
  stock of ICHOR will be redeemed for cash and/or converted into shares of
  common stock of ICHOR (the "Preferred Stock Reorganization").  ICHOR
  expects that approximately 3,247,060 shares of common stock of ICHOR will
  be issued pursuant to the Preferred Stock Reorganization.
  
  The Transaction is subject to certain conditions customary for
  transactions of this nature including, among other things, that: (i) ICHOR
  receives shareholder approval to increase its authorized share capital to
  a level necessary to complete the Transaction; and (ii) certain agreements
  (the "Bank Agreements") made between Hippocampe and MFC Merchant Bank S.A.
  ("MFC Bank"), a licensed Swiss bank of Geneva, Switzerland, including an
  underwriting agreement relating to MFC Bank's services as an advisor in
  the Transaction and to raise capital for Hippocampe and a loan agreement
  relating to a credit facility provided by MFC Bank to Hippocampe being
  duly and validly assigned and transferred to ICHOR.
  
  After giving effect to the Transaction and the Preferred Stock
  Reorganization but prior to giving effect to any shares of common stock or
  securities convertible into shares of common stock of ICHOR to be issued
  pursuant to the Bank Agreements to MFC Bank, Hippocampe shareholders will
  own approximately 80% of the issued and outstanding shares of common stock
  of ICHOR.
  
  Pursuant to the Bank Agreements, MFC Bank acted as an advisor in the
  Transaction and will receive certain compensation in respect thereof,
  including 2,017,854 shares of common stock of ICHOR to be issued upon the
  Closing.  In addition, MFC Bank provided a credit facility to Hippocampe
  in connection with which MFC Bank has received certain fees as well as
  share purchase warrants which, upon the Closing, will entitle MFC Bank to
  purchase up to approximately 6,730,598 shares of common stock of ICHOR,
  subject to final adjustment, for a period expiring on July 31, 2003.
  
  MFC Bank is a wholly-owned subsidiary of MFC Bancorp Ltd., which
  currently, directly and indirectly, owns approximately 43.7% of the
  currently outstanding shares of common stock of ICHOR.
  
  All of the shares of common stock and securities convertible into shares
  of common stock of ICHOR acquired by the shareholders of Hippocampe
  pursuant to the Transaction will be subject to resale restrictions in
  accordance with United States federal and state securities laws.
  
  Description of Hippocampe S.A.
  ------------------------------
  
  Hippocampe is a research and development company founded in 1990 under the
  laws of France.  The key principal of Hippocampe is Dr. Pierre-Francois
  Serres, who holds several degrees in biology and human biology and one in
  management.  Dr. Serres began his career as a professor at the medical
  faculty of the University of Lyon in France. From 1975 and prior to
  starting Hippocampe, he held various teaching and research positions at
  French medical universities and biomedical institutes, among them the
  Institut Pasteur in Lyon, France.
  
  
  <PAGE>  4
  
  
                                     - 4 -
  
  
  Hippocampe is devoted to fundamental and applied research in the area of
  human and veterinary biology and medicine, with a particular emphasis on
  humanitarian aspects (i.e., retroviral pathogenesis, such as AIDS,
  oncogenesis and transplantation).  Hippocampe's current objectives are to
  develop vaccines, therapeutic molecules and specific therapies for certain
  retroviral diseases or diseases with a viral autoimmune content. The first
  targeted products and applications concern AIDS and multiple sclerosis.
  
  Hippocampe has a limited operating history and its products are in an
  early stage of development. However, Hippocampe believes it has made a
  major discovery with a new and precise molecular mimicry between a
  conserved part of GP41 (an HIV transmembrane protein) in a trimeric form
  and Interleukine 2 ("IL-2"), the immune system's conductor protein.  This
  discovery may explain that an HIV infection can trigger an immune response
  that turns against the immune system itself.  Hippocampe has further found
  that the above mimicry exists in three species affected by AIDS (i.e.
  human, monkey and feline).  This research indicates potential for a major
  link that may have a significant impact in developing animal and human
  AIDS vaccines and therapeutic molecules in the field of HIV and FIV
  infection.
  
  A portion of the research of Dr. Serres was recently published by the
  French Academy of Sciences in a paper entitled "Molecular mimicry between
  the trimeric ectodomain of the transmembrane protein of immunosuppressive
  lentiviruses (HIV-SIV-FIV) and interleukin 2."  This paper was
  communicated by Dr. Luc Montagnier, an internationally recognized expert
  in the AIDS research field.  The findings of Dr. Serres were presented at
  the Foundation Marcel Merieux International Symposium on Autoimmunity
  Induced by Infection or Immunization.
  
  The basic operational strategy of Hippocampe has been to focus its
  research program into modules, each with its own scientific interest,
  based on novel ideas developed by Hippocampe.  These modules are
  outsourced to specialized and complementary, public and private
  laboratories.  Hippocampe organizes the schedule and progress of the
  individual research teams to facilitate the overall development of its
  research goals.  The research teams are authorized to publish their
  results in due time and in agreement with Hippocampe.  However, Hippocampe
  retains all intellectual property rights in the research results and
  applies for patent protection of combined research results whenever such
  protection is justified.
  
  Hippocampe's policy has been to protect its technology by obtaining base
  patents followed by application patents.  To date, Hippocampe has
  registered two patents in France, each of which has subsequently been
  registered pursuant to the Patent Cooperation Treaty (PCT).
  
  Acquired immunodeficiency syndrome (AIDS) is a potentially fatal epidemic
  disease caused by an infection by the human immunodeficiency virus (HIV).
  According to the UNAIDS Report on the Global HIV/AIDS Epidemic published
  in June 2000, the estimated number of persons living with HIV/AIDS at the
  end of 1999 was approximately 34 million.  This number is expected to
  increase significantly in the coming years.  The majority of HIV/AIDS
  cases are in third world countries.
  
  
  <PAGE>  5
  
  
                                     - 5 -
  
  
  Accordingly, Hippocampe believes that there is a significant existing and
  future market for animal and human AIDS therapeutic and preventative
  vaccines and for therapeutic agents to treat AIDS. However, Hippocampe
  faces significant competition for both its therapeutics molecules and its
  preventative vaccines.  The biopharmaceutical and biotechnology
  industries, especially as they relate to the treatment and prevention of
  AIDS, are competitive and rapidly evolving industries. If Hippocampe is
  successful in developing and approving its therapeutic molecules, it will
  compete with existing developed and approved therapies.  The U.S.
  Department of Health and Human Services Food and Drug Administration (FDA)
  has already approved a number of antiviral drugs to treat HIV and AIDS,
  many of which have been developed by multinational companies.  The field
  of preventative vaccines is less highly developed.
  
  Risk Factors
  ------------
  
  The Transaction, the business of Hippocampe and any investment in the
  shares of common stock of ICHOR are subject to a number of risk factors.
  After completion of the Transaction, risk factors applicable to the
  business of Hippocampe shall be equally applicable to ICHOR.  Such risk
  factors include but are not limited to the following:
  
  The Transaction may not close.
  
  The Transaction is subject to certain conditions customary for
  transactions of this nature, including but not limited to ICHOR receiving
  shareholder approval to increase its authorized share capital to a level
  necessary to complete the Transaction.  There can be no assurance that
  these conditions, including ICHOR receiving such shareholder approval,
  will be satisfied or that the Transaction will be completed without
  significant delays or at all.  If ICHOR and the shareholders of Hippocampe
  do not complete the Transaction for any reason, ICHOR may subject itself
  to a number of material risks, including but not limited to the following:
  (i) the price of the shares of common stock of ICHOR may decline to the
  extent that the current market price of shares of common stock of ICHOR
  reflects a market assumption that each party will complete the
  Transaction; and (ii) ICHOR must pay costs related to the Transaction even
  if the Transaction is not completed.  In addition, there can be no
  assurance that, if the Transaction is completed, the operations of ICHOR
  and Hippocampe will be successfully integrated.
  
  The costs of the Transaction are substantial.
  
  The costs to complete the Transaction are substantial and include, among
  other things, fees for investment bankers, attorneys and accountants.
  
  As a result of the Transaction, current holders of shares of common stock
  of ICHOR will experience immediate and substantial dilution.
  
  The issuance of securities of ICHOR and securities convertible into
  securities of ICHOR in connection with the Transaction will reduce
  existing shareholders' percentage ownership and voting
  
  
  <PAGE>  6
  
  
                                     - 6 -
  
  
  power in ICHOR.  The issuance of securities, by reducing the percentage of
  equity of ICHOR owned by present shareholders, will reduce such present
  shareholders' ability to influence the election of directors or any other
  action taken by the holders of shares of common stock of ICHOR and may
  reduce per share dividends, if any.
  
  In addition, holders of shares of common stock of ICHOR will experience an
  immediate and substantial dilution in net tangible book value per share
  and other per share financial information as a result of the Transaction.
  
  Hippocampe has a limited operating history and is expected to continue to
  generate losses.
  
  To date, Hippocampe has engaged primarily in research, development and
  limited clinical testing and had an accumulated deficit and sustained net
  losses in 1997, 1998, 1999 and in the nine months ended September 30,
  2000.  There can be no assurance that Hippocampe will generate profits in
  the foreseeable future, if at all.
  
  Hippocampe's products are in an early stage of development.
  
  All of Hippocampe's products are at an early stage of development.  The
  successful commercialization of its products will require significant
  further research, development, testing and regulatory approvals and
  additional investment.  If Hippocampe cannot advance its products beyond
  the early stages of product development or demonstrate clinical efficacy,
  it may never commercialize a product.  There can be no assurance that any
  of Hippocampe's products in the research or pre-clinical development stage
  will yield results that would permit or justify clinical testing or that
  products that advance to clinical testing will receive regulatory approval
  or be commercialized.  In addition, the process of obtaining regulatory
  approval is costly, time consuming, uncertain and subject to unanticipated
  delays.  If Hippocampe is unable to commercialize the current research, or
  if it is unable to commercialize the current research without significant
  delay, it does not have other products from which to derive revenue.
  
  Hippocampe's products may not achieve market acceptance.
  
  There can be no assurance that any products Hippocampe successfully
  develops, if approved for marketing, will achieve market acceptance.
  
  Technological change and competition may render Hippocampe's potential
  products obsolete.
  
  The biopharmaceutical and biotechnology industries continue to undergo
  rapid change and competition is intense and is expected to increase.
  Competitors may succeed in developing technologies and products that are
  more effective or affordable than any being developed by Hippocampe or
  that would render Hippocampe's technology and products obsolete and
  noncompetitive.  Many of Hippocampe's competitors have substantially
  greater experience, financial and technical resources and production,
  marketing and development capabilities than Hippocampe.
  
  
  <PAGE>  7
  
  
                                     - 7 -
  
  
  Political or social factors may delay or impair Hippocampe's ability to
  market its products.
  
  Products developed for use in addressing the HIV/AIDS epidemic have been
  and will continue to be subject to competing and changing political and
  social pressures.  The political and social response to the HIV/AIDS
  epidemic has been highly charged and unpredictable.  These pressures can
  transcend national barriers.  They may delay or cause resistance to
  bringing Hippocampe's products to market or limit the pricing of such
  products.
  
  Hippocampe may be dependent on third parties for manufacturing, marketing
  and sales.
  
  As Hippocampe has no manufacturing facilities, it may be entirely
  dependent on third parties to produce its products.  In addition, as
  Hippocampe has no marketing or sales capabilities, it may be entirely
  dependent on third parties to market and sell its products.  There can be
  no assurance that Hippocampe will be able to locate third parties to
  manufacture, market and sell its products, to enter into agreements on
  satisfactory terms or to have its products manufactured, marketed and sold
  at a sufficiently low cost and in a sufficiently timely manner.
  
  Hippocampe will need additional funds in the future to continue its
  operations.
  
  Hippocampe will require substantial future capital in order to continue to
  conduct the time consuming research and development, clinical studies and
  regulatory activities necessary to bring its potential products to market
  and to establish production, marketing and sales capabilities.  There can
  be no assurance that the cash reserves of Hippocampe or the combined cash
  reserves of Hippocampe and ICHOR together with any funding subsequently
  received will satisfy capital requirements.  In addition, there can be no
  assurance that additional funding will be received or on reasonable terms.
  Additional funding may significantly dilute shareholders of ICHOR or may
  limit Hippocampe's rights to its currently developing technology.  If
  adequate funds cannot be obtained, Hippocampe may need to curtail
  significantly its product development programs and/or relinquish rights to
  its technologies or product candidates.
  
  Hippocampe may become subject to product liability claims.
  
  Hippocampe faces an inherent risk of exposure to product liability suits
  in connection with vaccines being tested in human clinical trials and
  products that may be sold commercially.  Hippocampe may become subject to
  a product liability suit if its products cause injury or if vaccinated
  individuals subsequently become infected with HIV.  Regardless of merit or
  eventual outcome, product liability claims may result in decreased demand
  for a vaccine, injury to the reputation of Hippocampe, withdrawal of
  clinical trial volunteers and loss of revenues.
  
  
  <PAGE>  8
  
  
                                     - 8 -
  
  
  Hippocampe may face difficulties in the conduct of its proprietary
  research programs.
  
  Hippocampe conducts a significant portion of its research and development
  activities through proprietary research programs.  Any conflict with its
  collaborators could reduce its ability to obtain future collaboration
  agreements and could negatively influence its relationship with existing
  collaborators.  Further, disagreements with Hippocampe's collaborators
  could develop over rights to Hippocampe's intellectual property.  Certain
  collaborators could also become competitors in the future.
  
  Hippocampe faces uncertainties related to patents and proprietary
  technology.
  
  Hippocampe's success will depend in part on its ability to: (i) obtain
  patent protection for its products; (ii) preserve trade secrets; (iii)
  prevent third parties from infringing on its patents; and (iv) refrain
  from infringing on the patents of other parties, both domestically and
  internationally.  Hippocampe's present patent positions are highly
  uncertain and any future patents it receives for potential products may be
  subject to the same uncertainty.  In addition, there can be no assurance
  that certain claims in the patent application process will not fail or
  that they receive such limited approval that the value of any patents
  could diminish.
  
  Any patents that Hippocampe procures may require cooperation with other
  parties holding related patents.  Hippocampe may have difficulty forming a
  successful relationship with such other parties.
  
  There can be no assurance that Hippocampe's patents or future patents will
  be enforceable and afford adequate protection against competitors.  In
  addition, there can be no assurance that third parties will not claim that
  Hippocampe's technology, current or future products or manufacturing
  processes infringe their proprietary rights.  Hippocampe may have to
  undertake costly litigation to enforce any patents issued or licensed to
  it or to determine the scope and validity of another party's proprietary
  rights.  There can be no assurance that a court of competent jurisdiction
  would validate Hippocampe's issued or licensed patents.  An adverse
  outcome in litigation or an interference or other proceeding in a court or
  patent office could subject Hippocampe to significant liabilities to other
  parties, require Hippocampe to license disputed rights from other parties
  or require Hippocampe to cease using such technology.
  
  Hippocampe is dependent on certain key employees.
  
  Hippocampe is highly dependent on its senior scientific staff,
  particularly Dr. Pierre-Francois Serres. Dr. Serres has played a critical
  role in the development of Hippocampe and Hippocampe's research and
  development activities.  The loss of his services may prevent Hippocampe
  from achieving its scientific objectives.
  
  
  <PAGE>  9
  
  
                                     - 9 -
  
  
  The price of shares of common stock of ICHOR may fluctuate significantly.
  
  In connection with the Transaction, the shares of common stock of ICHOR
  may experience significant volatility.  Stock markets, in general, have
  experienced significant volatility with respect to biopharmaceutical and
  biotechnology based stocks.  The volatility of biopharmaceutical and
  biotechnology based stocks often does not relate to the operating
  performance of the companies represented by the stock.  Factors such as
  announcements of the introduction of new products or services by
  Hippocampe or its competitors, market conditions in the biopharmaceutical
  and biotechnology sectors, rumors relating to Hippocampe or its
  competitors and litigation or public concern as to safety of Hippocampe's
  potential products may have a significant impact on the market price of
  the shares of common stock of ICHOR.
  
  Forward Looking Statements
  --------------------------
  
  Certain statements included herein are "forward-looking statements" as
  defined in the Private Securities Litigation Reform Act of 1995.  These
  statements appear in a number of places in this report and can be
  identified by words such as "estimates", "projects", "expects", "intends",
  "believes", "plans", or their negatives or other comparable words.
  Forward-looking statements are not guarantees and may involve risks and
  uncertainties.  Actual results could differ materially from those
  expressed or implied in the forward-looking statements.  Actual results
  may differ materially from those expressed in the forward-looking
  statements due to risks facing operations or due to actual facts differing
  from the assumptions underlying certain predictions.
  
  ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS.
  
  (a)   Financial statements of businesses acquired.
  
        To be filed by amendment.
  
  (b)   Pro forma financial information.
  
        To be filed by amendment.
  
  (c)   Exhibits.
  
        Exhibit No.            Description
        -----------            -----------
  
           10.1                Share Exchange Agreement dated for reference
                               December 13, 2000 between ICHOR Corporation
                               and certain shareholders of Hippocampe S.A.
  
  
  <PAGE>  10
  
  
                                     - 10 -
  
  
           10.2                Share Exchange Agreement dated for reference
                               December 13, 2000 between ICHOR Corporation
                               and certain shareholders of Hippocampe S.A.
  
           99.1                Press release dated December 14, 2000 of
                               ICHOR Corporation.
  
  
  <PAGE>  11
  
  
                                     - 11 -
  
  
                                   SIGNATURES
  
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned, thereunto duly authorized.
  
  
  
  
                                                    ICHOR CORPORATION
  
                                                    By:  /s/ Jin-Soo Choi
                                                    ---------------------
                                                    Jin-Soo Choi
                                                    President
  
  
  Date:  December 27, 2000
  
  
  <PAGE>  12
  
  
                               ICHOR CORPORATION
                                    FORM 8-K
  
                                 EXHIBIT INDEX
  
  
  Exhibit Number         Description
  --------------         -----------
  
      10.1               Share Exchange Agreement dated for reference
                         December 13, 2000 between ICHOR Corporation and
                         certain shareholders of Hippocampe S.A.
  
      10.2               Share Exchange Agreement dated for reference
                         December 13, 2000 between ICHOR Corporation and
                         certain shareholders of Hippocampe S.A.
  
      99.1               Press release dated December 14, 2000 of ICHOR
                         Corporation.
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text: 1
  
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C.  20549
  
                                   FORM 8-K
  
                                CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
      Date of Report (Date of earliest event reported): December 13, 2000
  
                               ICHOR CORPORATION
             (Exact name of Registrant as specified in its charter)
  
                                   Delaware
                           (State of Incorporation)
  
                000-25132                             25-1741849
         (Commission File Number)       (I.R.S. Employer Identification No.)
  
                       17 Dame Street, Dublin 2, Ireland
        (Address of principal executive offices, including postal code)
  
                                (3531) 679 1688
             (Registrant's telephone number, including area code)
  
  ==========================================================================
  2
  
                                     - 2 -
  
  ITEM 5.    OTHER EVENTS.
  
  Effective December 13, 2000, ICHOR Corporation ("ICHOR") entered into two
  share exchange agreements to, directly and indirectly, acquire
  approximately 99.9% of the outstanding shares of Hippocampe S.A.
  ("Hippocampe") of Lyon, France in consideration of an aggregate of
  approximately 33,311,398 shares of common stock and securities convertible
  into shares of common stock of ICHOR (the "Transaction").  ICHOR currently
  has issued 4,918,770 shares of common stock.
  
  The Transaction was announced by a press release dated December 14, 2000
  issued by ICHOR.
  
  Description of the Transaction
  ------------------------------
  
  ICHOR has entered into a share exchange agreement ("Agreement A") with
  shareholders owning approximately 50.7% of the issued and outstanding
  shares of Hippocampe.  Pursuant to Agreement A, such Hippocampe
  shareholders will, on the closing (the "Closing") of the Transaction,
  transfer their Hippocampe shares to ICHOR in consideration of ICHOR
  issuing to them shares of common stock of ICHOR.
  
  ICHOR has also entered into a separate share exchange agreement
  ("Agreement B") with shareholders owning approximately 49.2% of the issued
  and outstanding shares of Hippocampe.  Pursuant to Agreement B, such
  Hippocampe shareholders will, on Closing, transfer their shares of
  Hippocampe to a new wholly-owned subsidiary to be established by ICHOR
  under the laws of Luxembourg ("LuxCo"). In exchange for their Hippocampe
  shares, such Hippocampe shareholders will be issued preferred shares of
  LuxCo (the "LuxCo Preferred Shares") which are convertible into shares of
  common stock of ICHOR at the option of the holder.  In all material
  respects, the LuxCo Preferred Shares will have similar rights and
  restrictions as shares of common stock of ICHOR, including the right to
  receive dividends and the right to vote at shareholder meetings of ICHOR.
  The rights and restrictions attaching to the LuxCo Preferred Shares will
  be given effect, in part, by certain agreements to be entered at Closing
  including: (i) a support agreement between ICHOR and LuxCo providing for
  the support by ICHOR of the rights attaching to the LuxCo Preferred
  Shares; (ii) a voting and exchange trust agreement among ICHOR, LuxCo and
  a trustee providing for the voting rights of the LuxCo Preferred Shares in
  ICHOR; and (iii) a shareholder agreement between ICHOR and the holders of
  the LuxCo Preferred Shares providing for the support by ICHOR of the
  rights attaching to the LuxCo Preferred Shares. Upon Closing, ICHOR will
  contribute and transfer to LuxCo the Hippocampe shares that ICHOR receives
  from Hippocampe shareholders under Agreement A in consideration for the
  issuance to ICHOR by LuxCo of additional common shares of LuxCo.
  
  The aggregate number of shares of common stock of ICHOR issuable upon
  Closing and assuming the full conversion of LuxCo Preferred Shares is
  approximately 33,311,398 shares.
  3
  
                                     - 3 -
  
  Prior to Closing, all of the currently outstanding shares of preferred
  stock of ICHOR will be redeemed for cash and/or converted into shares of
  common stock of ICHOR (the "Preferred Stock Reorganization").  ICHOR
  expects that approximately 3,247,060 shares of common stock of ICHOR will
  be issued pursuant to the Preferred Stock Reorganization.
  
  The Transaction is subject to certain conditions customary for
  transactions of this nature including, among other things, that: (i) ICHOR
  receives shareholder approval to increase its authorized share capital to
  a level necessary to complete the Transaction; and (ii) certain agreements
  (the "Bank Agreements") made between Hippocampe and MFC Merchant Bank S.A.
  ("MFC Bank"), a licensed Swiss bank of Geneva, Switzerland, including an
  underwriting agreement relating to MFC Bank's services as an advisor in
  the Transaction and to raise capital for Hippocampe and a loan agreement
  relating to a credit facility provided by MFC Bank to Hippocampe being
  duly and validly assigned and transferred to ICHOR.
  
  After giving effect to the Transaction and the Preferred Stock
  Reorganization but prior to giving effect to any shares of common stock or
  securities convertible into shares of common stock of ICHOR to be issued
  pursuant to the Bank Agreements to MFC Bank, Hippocampe shareholders will
  own approximately 80% of the issued and outstanding shares of common stock
  of ICHOR.
  
  Pursuant to the Bank Agreements, MFC Bank acted as an advisor in the
  Transaction and will receive certain compensation in respect thereof,
  including 2,017,854 shares of common stock of ICHOR to be issued upon the
  Closing.  In addition, MFC Bank provided a credit facility to Hippocampe
  in connection with which MFC Bank has received certain fees as well as
  share purchase warrants which, upon the Closing, will entitle MFC Bank to
  purchase up to approximately 6,730,598 shares of common stock of ICHOR,
  subject to final adjustment, for a period expiring on July 31, 2003.
  
  MFC Bank is a wholly-owned subsidiary of MFC Bancorp Ltd., which
  currently, directly and indirectly, owns approximately 43.7% of the
  currently outstanding shares of common stock of ICHOR.
  
  All of the shares of common stock and securities convertible into shares
  of common stock of ICHOR acquired by the shareholders of Hippocampe
  pursuant to the Transaction will be subject to resale restrictions in
  accordance with United States federal and state securities laws.
  
  Description of Hippocampe S.A.
  ------------------------------
  
  Hippocampe is a research and development company founded in 1990 under the
  laws of France.  The key principal of Hippocampe is Dr. Pierre-Francois
  Serres, who holds several degrees in biology and human biology and one in
  management.  Dr. Serres began his career as a professor at the medical
  faculty of the University of Lyon in France. From 1975 and prior to
  starting Hippocampe, he held various teaching and research positions at
  French medical universities and biomedical institutes, among them the
  Institut Pasteur in Lyon, France.
  4
  
                                     - 4 -
  
  Hippocampe is devoted to fundamental and applied research in the area of
  human and veterinary biology and medicine, with a particular emphasis on
  humanitarian aspects (i.e., retroviral pathogenesis, such as AIDS,
  oncogenesis and transplantation).  Hippocampe's current objectives are to
  develop vaccines, therapeutic molecules and specific therapies for certain
  retroviral diseases or diseases with a viral autoimmune content. The first
  targeted products and applications concern AIDS and multiple sclerosis.
  
  Hippocampe has a limited operating history and its products are in an
  early stage of development. However, Hippocampe believes it has made a
  major discovery with a new and precise molecular mimicry between a
  conserved part of GP41 (an HIV transmembrane protein) in a trimeric form
  and Interleukine 2 ("IL-2"), the immune system's conductor protein.  This
  discovery may explain that an HIV infection can trigger an immune response
  that turns against the immune system itself.  Hippocampe has further found
  that the above mimicry exists in three species affected by AIDS (i.e.
  human, monkey and feline).  This research indicates potential for a major
  link that may have a significant impact in developing animal and human
  AIDS vaccines and therapeutic molecules in the field of HIV and FIV
  infection.
  
  A portion of the research of Dr. Serres was recently published by the
  French Academy of Sciences in a paper entitled "Molecular mimicry between
  the trimeric ectodomain of the transmembrane protein of immunosuppressive
  lentiviruses (HIV-SIV-FIV) and interleukin 2."  This paper was
  communicated by Dr. Luc Montagnier, an internationally recognized expert
  in the AIDS research field.  The findings of Dr. Serres were presented at
  the Foundation Marcel Merieux International Symposium on Autoimmunity
  Induced by Infection or Immunization.
  
  The basic operational strategy of Hippocampe has been to focus its
  research program into modules, each with its own scientific interest,
  based on novel ideas developed by Hippocampe.  These modules are
  outsourced to specialized and complementary, public and private
  laboratories.  Hippocampe organizes the schedule and progress of the
  individual research teams to facilitate the overall development of its
  research goals.  The research teams are authorized to publish their
  results in due time and in agreement with Hippocampe.  However, Hippocampe
  retains all intellectual property rights in the research results and
  applies for patent protection of combined research results whenever such
  protection is justified.
  
  Hippocampe's policy has been to protect its technology by obtaining base
  patents followed by application patents.  To date, Hippocampe has
  registered two patents in France, each of which has subsequently been
  registered pursuant to the Patent Cooperation Treaty (PCT).
  
  Acquired immunodeficiency syndrome (AIDS) is a potentially fatal epidemic
  disease caused by an infection by the human immunodeficiency virus (HIV).
  According to the UNAIDS Report on the Global HIV/AIDS Epidemic published
  in June 2000, the estimated number of persons living with HIV/AIDS at the
  end of 1999 was approximately 34 million.  This number is expected to
  increase significantly in the coming years.  The majority of HIV/AIDS
  cases are in third world countries.
  5
  
                                     - 5 -
  
  Accordingly, Hippocampe believes that there is a significant existing and
  future market for animal and human AIDS therapeutic and preventative
  vaccines and for therapeutic agents to treat AIDS. However, Hippocampe
  faces significant competition for both its therapeutics molecules and its
  preventative vaccines.  The biopharmaceutical and biotechnology
  industries, especially as they relate to the treatment and prevention of
  AIDS, are competitive and rapidly evolving industries. If Hippocampe is
  successful in developing and approving its therapeutic molecules, it will
  compete with existing developed and approved therapies.  The U.S.
  Department of Health and Human Services Food and Drug Administration (FDA)
  has already approved a number of antiviral drugs to treat HIV and AIDS,
  many of which have been developed by multinational companies.  The field
  of preventative vaccines is less highly developed.
  
  Risk Factors
  ------------
  
  The Transaction, the business of Hippocampe and any investment in the
  shares of common stock of ICHOR are subject to a number of risk factors.
  After completion of the Transaction, risk factors applicable to the
  business of Hippocampe shall be equally applicable to ICHOR.  Such risk
  factors include but are not limited to the following:
  
  The Transaction may not close.
  
  The Transaction is subject to certain conditions customary for
  transactions of this nature, including but not limited to ICHOR receiving
  shareholder approval to increase its authorized share capital to a level
  necessary to complete the Transaction.  There can be no assurance that
  these conditions, including ICHOR receiving such shareholder approval,
  will be satisfied or that the Transaction will be completed without
  significant delays or at all.  If ICHOR and the shareholders of Hippocampe
  do not complete the Transaction for any reason, ICHOR may subject itself
  to a number of material risks, including but not limited to the following:
  (i) the price of the shares of common stock of ICHOR may decline to the
  extent that the current market price of shares of common stock of ICHOR
  reflects a market assumption that each party will complete the
  Transaction; and (ii) ICHOR must pay costs related to the Transaction even
  if the Transaction is not completed.  In addition, there can be no
  assurance that, if the Transaction is completed, the operations of ICHOR
  and Hippocampe will be successfully integrated.
  
  The costs of the Transaction are substantial.
  
  The costs to complete the Transaction are substantial and include, among
  other things, fees for investment bankers, attorneys and accountants.
  
  As a result of the Transaction, current holders of shares of common stock
  of ICHOR will experience immediate and substantial dilution.
  
  The issuance of securities of ICHOR and securities convertible into
  securities of ICHOR in connection with the Transaction will reduce
  existing shareholders' percentage ownership and voting
  6
  
                                     - 6 -
  
  power in ICHOR.  The issuance of securities, by reducing the percentage of
  equity of ICHOR owned by present shareholders, will reduce such present
  shareholders' ability to influence the election of directors or any other
  action taken by the holders of shares of common stock of ICHOR and may
  reduce per share dividends, if any.
  
  In addition, holders of shares of common stock of ICHOR will experience an
  immediate and substantial dilution in net tangible book value per share
  and other per share financial information as a result of the Transaction.
  
  Hippocampe has a limited operating history and is expected to continue to
  generate losses.
  
  To date, Hippocampe has engaged primarily in research, development and
  limited clinical testing and had an accumulated deficit and sustained net
  losses in 1997, 1998, 1999 and in the nine months ended September 30,
  2000.  There can be no assurance that Hippocampe will generate profits in
  the foreseeable future, if at all.
  
  Hippocampe's products are in an early stage of development.
  
  All of Hippocampe's products are at an early stage of development.  The
  successful commercialization of its products will require significant
  further research, development, testing and regulatory approvals and
  additional investment.  If Hippocampe cannot advance its products beyond
  the early stages of product development or demonstrate clinical efficacy,
  it may never commercialize a product.  There can be no assurance that any
  of Hippocampe's products in the research or pre-clinical development stage
  will yield results that would permit or justify clinical testing or that
  products that advance to clinical testing will receive regulatory approval
  or be commercialized.  In addition, the process of obtaining regulatory
  approval is costly, time consuming, uncertain and subject to unanticipated
  delays.  If Hippocampe is unable to commercialize the current research, or
  if it is unable to commercialize the current research without significant
  delay, it does not have other products from which to derive revenue.
  
  Hippocampe's products may not achieve market acceptance.
  
  There can be no assurance that any products Hippocampe successfully
  develops, if approved for marketing, will achieve market acceptance.
  
  Technological change and competition may render Hippocampe's potential
  products obsolete.
  
  The biopharmaceutical and biotechnology industries continue to undergo
  rapid change and competition is intense and is expected to increase.
  Competitors may succeed in developing technologies and products that are
  more effective or affordable than any being developed by Hippocampe or
  that would render Hippocampe's technology and products obsolete and
  noncompetitive.  Many of Hippocampe's competitors have substantially
  greater experience, financial and technical resources and production,
  marketing and development capabilities than Hippocampe.
  7
  
                                     - 7 -
  
  Political or social factors may delay or impair Hippocampe's ability to
  market its products.
  
  Products developed for use in addressing the HIV/AIDS epidemic have been
  and will continue to be subject to competing and changing political and
  social pressures.  The political and social response to the HIV/AIDS
  epidemic has been highly charged and unpredictable.  These pressures can
  transcend national barriers.  They may delay or cause resistance to
  bringing Hippocampe's products to market or limit the pricing of such
  products.
  
  Hippocampe may be dependent on third parties for manufacturing, marketing
  and sales.
  
  As Hippocampe has no manufacturing facilities, it may be entirely
  dependent on third parties to produce its products.  In addition, as
  Hippocampe has no marketing or sales capabilities, it may be entirely
  dependent on third parties to market and sell its products.  There can be
  no assurance that Hippocampe will be able to locate third parties to
  manufacture, market and sell its products, to enter into agreements on
  satisfactory terms or to have its products manufactured, marketed and sold
  at a sufficiently low cost and in a sufficiently timely manner.
  
  Hippocampe will need additional funds in the future to continue its
  operations.
  
  Hippocampe will require substantial future capital in order to continue to
  conduct the time consuming research and development, clinical studies and
  regulatory activities necessary to bring its potential products to market
  and to establish production, marketing and sales capabilities.  There can
  be no assurance that the cash reserves of Hippocampe or the combined cash
  reserves of Hippocampe and ICHOR together with any funding subsequently
  received will satisfy capital requirements.  In addition, there can be no
  assurance that additional funding will be received or on reasonable terms.
  Additional funding may significantly dilute shareholders of ICHOR or may
  limit Hippocampe's rights to its currently developing technology.  If
  adequate funds cannot be obtained, Hippocampe may need to curtail
  significantly its product development programs and/or relinquish rights to
  its technologies or product candidates.
  
  Hippocampe may become subject to product liability claims.
  
  Hippocampe faces an inherent risk of exposure to product liability suits
  in connection with vaccines being tested in human clinical trials and
  products that may be sold commercially.  Hippocampe may become subject to
  a product liability suit if its products cause injury or if vaccinated
  individuals subsequently become infected with HIV.  Regardless of merit or
  eventual outcome, product liability claims may result in decreased demand
  for a vaccine, injury to the reputation of Hippocampe, withdrawal of
  clinical trial volunteers and loss of revenues.
  8
  
                                     - 8 -
  
  Hippocampe may face difficulties in the conduct of its proprietary
  research programs.
  
  Hippocampe conducts a significant portion of its research and development
  activities through proprietary research programs.  Any conflict with its
  collaborators could reduce its ability to obtain future collaboration
  agreements and could negatively influence its relationship with existing
  collaborators.  Further, disagreements with Hippocampe's collaborators
  could develop over rights to Hippocampe's intellectual property.  Certain
  collaborators could also become competitors in the future.
  
  Hippocampe faces uncertainties related to patents and proprietary
  technology.
  
  Hippocampe's success will depend in part on its ability to: (i) obtain
  patent protection for its products; (ii) preserve trade secrets; (iii)
  prevent third parties from infringing on its patents; and (iv) refrain
  from infringing on the patents of other parties, both domestically and
  internationally.  Hippocampe's present patent positions are highly
  uncertain and any future patents it receives for potential products may be
  subject to the same uncertainty.  In addition, there can be no assurance
  that certain claims in the patent application process will not fail or
  that they receive such limited approval that the value of any patents
  could diminish.
  
  Any patents that Hippocampe procures may require cooperation with other
  parties holding related patents.  Hippocampe may have difficulty forming a
  successful relationship with such other parties.
  
  There can be no assurance that Hippocampe's patents or future patents will
  be enforceable and afford adequate protection against competitors.  In
  addition, there can be no assurance that third parties will not claim that
  Hippocampe's technology, current or future products or manufacturing
  processes infringe their proprietary rights.  Hippocampe may have to
  undertake costly litigation to enforce any patents issued or licensed to
  it or to determine the scope and validity of another party's proprietary
  rights.  There can be no assurance that a court of competent jurisdiction
  would validate Hippocampe's issued or licensed patents.  An adverse
  outcome in litigation or an interference or other proceeding in a court or
  patent office could subject Hippocampe to significant liabilities to other
  parties, require Hippocampe to license disputed rights from other parties
  or require Hippocampe to cease using such technology.
  
  Hippocampe is dependent on certain key employees.
  
  Hippocampe is highly dependent on its senior scientific staff,
  particularly Dr. Pierre-Francois Serres. Dr. Serres has played a critical
  role in the development of Hippocampe and Hippocampe's research and
  development activities.  The loss of his services may prevent Hippocampe
  from achieving its scientific objectives.
  9
  
                                     - 9 -
  
  The price of shares of common stock of ICHOR may fluctuate significantly.
  
  In connection with the Transaction, the shares of common stock of ICHOR
  may experience significant volatility.  Stock markets, in general, have
  experienced significant volatility with respect to biopharmaceutical and
  biotechnology based stocks.  The volatility of biopharmaceutical and
  biotechnology based stocks often does not relate to the operating
  performance of the companies represented by the stock.  Factors such as
  announcements of the introduction of new products or services by
  Hippocampe or its competitors, market conditions in the biopharmaceutical
  and biotechnology sectors, rumors relating to Hippocampe or its
  competitors and litigation or public concern as to safety of Hippocampe's
  potential products may have a significant impact on the market price of
  the shares of common stock of ICHOR.
  
  Forward Looking Statements
  --------------------------
  
  Certain statements included herein are "forward-looking statements" as
  defined in the Private Securities Litigation Reform Act of 1995.  These
  statements appear in a number of places in this report and can be
  identified by words such as "estimates", "projects", "expects", "intends",
  "believes", "plans", or their negatives or other comparable words.
  Forward-looking statements are not guarantees and may involve risks and
  uncertainties.  Actual results could differ materially from those
  expressed or implied in the forward-looking statements.  Actual results
  may differ materially from those expressed in the forward-looking
  statements due to risks facing operations or due to actual facts differing
  from the assumptions underlying certain predictions.
  
  ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS.
  
  (a)   Financial statements of businesses acquired.
  
        To be filed by amendment.
  
  (b)   Pro forma financial information.
  
        To be filed by amendment.
  
  (c)   Exhibits.
  
        Exhibit No.            Description
        -----------            -----------
  
           10.1                Share Exchange Agreement dated for reference
                               December 13, 2000 between ICHOR Corporation
                               and certain shareholders of Hippocampe S.A.
  10
  
                                     - 10 -
  
           10.2                Share Exchange Agreement dated for reference
                               December 13, 2000 between ICHOR Corporation
                               and certain shareholders of Hippocampe S.A.
  
           99.1                Press release dated December 14, 2000 of
                               ICHOR Corporation.
  11
  
                                     - 11 -
  
                                   SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned, thereunto duly authorized.
  
                                                    ICHOR CORPORATION
  
                                                    By:  /s/ Jin-Soo Choi
                                                    ---------------------
                                                    Jin-Soo Choi
                                                    President
  
  Date:  December 27, 2000
  12
  
                               ICHOR CORPORATION
                                    FORM 8-K
  
                                 EXHIBIT INDEX
  
  Exhibit Number         Description
  --------------         -----------
  
      10.1               Share Exchange Agreement dated for reference
                         December 13, 2000 between ICHOR Corporation and
                         certain shareholders of Hippocampe S.A.
  
      10.2               Share Exchange Agreement dated for reference
                         December 13, 2000 between ICHOR Corporation and
                         certain shareholders of Hippocampe S.A.
  
      99.1               Press release dated December 14, 2000 of ICHOR
                         Corporation.