content: <PAGE> 1
  
  
  ==========================================================================
  
  
                                 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): March 28, 2001
  
  
                               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.)
  
  
                     P.O.Box 10343, 1010 - 609 Granville Street
                    Vancouver, British Columbia, Canada  V7Y 1G5
        (Address of principal executive offices, including postal code)
  
  
                                (604) 646-2030
              (Registrant's telephone number, including area code)
  
  
                        17 Dame Street, Dublin 2, Ireland
                 (Former address, if changed since last report)
  
  
  ==========================================================================
  
  
  <PAGE> 2
  
  
                                      -2-
  
  
  ITEMS 1 AND 2.     CHANGES IN CONTROL OF REGISTRANT; ACQUISITION OF
                     ASSETS.
  
  Effective March 28, 2001, ICHOR Corporation ("ICHOR") completed a share
  exchange (the "Transaction") with approximately 99.9% of the shareholders
  (the "Hippocampe Shareholders") of Hippocampe S.A. ("Hippocampe"), a
  societe anonyme organized under the laws of France, pursuant to two share
  exchange agreements dated for reference December 13, 2001. As a result,
  the Hippocampe Shareholders beneficially acquired, directly and
  indirectly, in aggregate approximately 66.3% of the shares of common stock
  of ICHOR on a diluted basis, after giving effect to the filing of an
  amendment to ICHOR's Certificate of Incorporation to increase its
  authorized number of shares of common stock.
  
  Pursuant to the Transaction, ICHOR issued to the Hippocampe Shareholders
  in aggregate approximately 33,311,398 of its shares of common stock and
  preferred shares (the "LuxCo Exchangeable Preferred Shares") of 6543
  Luxembourg S.A., a new wholly-owned subsidiary of ICHOR established under
  the laws of Luxembourg, which will become exchangeable into shares of
  common stock of ICHOR upon the filing of an amendment to ICHOR's
  Certificate of Incorporation to increase its authorized number of shares
  of common stock from 30,000,000 to 80,000,000.  The amendment will be
  filed with the Secretary of State of the State of Delaware on or about 20
  days after the distribution of an Information Statement to ICHOR's
  stockholders.  The Information Statement is currently being reviewed by
  the Securities and Exchange Commission and will be distributed upon
  completion of its review.
  
  In connection with the Transaction, ICHOR filed a Certificate of
  Designations with the Secretary of State of the State of Delaware to
  create a series of Special Voting Preferred Stock.  The share of Special
  Voting Preferred Stock to be issued by ICHOR will enable the shareholders
  of Hippocampe that received LuxCo Exchangeable Preferred Shares to
  exercise voting rights in ICHOR.
  
  All of the shares of common stock and securities exchangeable into shares
  of common stock of ICHOR acquired by the Hippocampe Shareholders pursuant
  to the Transaction are subject to resale restrictions in accordance with
  United States federal and state securities laws.
  
  MFC Merchant Bank S.A. ("MFC Bank") had previously entered into an
  underwriting agreement (the "Underwriting Agreement") dated for reference
  July 24, 2000 with Hippocampe and was assisting Hippocampe in effecting a
  merger with a public U.S. registrant.  MFC Bank identified ICHOR as a
  business combination partner and approached it in the fall of 2000.  At
  the time, ICHOR did not have an operating business and was focusing on the
  identification of a particular business or industry within which it would
  seek an acquisition or merger.  ICHOR, through MFC Bank, negotiated terms
  for ICHOR to acquire Hippocampe with existing shareholders of ICHOR
  retaining approximately 20% of the outstanding shares of common stock of
  ICHOR, without giving effect to any securities of ICHOR to be issued to
  MFC Bank in accordance with Underwriting Agreement.  Hippocampe would
  become the surviving business with its shareholders acquiring
  approximately 80% of the outstanding shares of common stock of ICHOR.
  
  
  <PAGE> 3
  
  
                                      -3-
  
  Pursuant to the Underwriting Agreement, MFC Bank acted as an advisor in
  the Transaction and received certain compensation in respect thereof,
  including 2,017,854 shares of common stock of ICHOR issued or issuable in
  connection with the Transaction.  MFC Bank also previously provided a
  credit facility to Hippocampe in connection with which MFC Bank has
  received certain fees as well as share purchase warrants which entitle MFC
  Bank to purchase up to approximately 6,730,599 shares of common stock of
  ICHOR, subject to final adjustment, at an exercise price of approximately
  E0.2319 and for a period expiring on July 31, 2003.
  
  The following table sets forth certain information as at March 29, 2001
  regarding the beneficial ownership of ICHOR's shares of common stock
  following the closing of the Transaction by:
  
       *     each person known by ICHOR to be a beneficial owner of more
             than five percent of the outstanding shares of common stock of
             ICHOR;
  
       *     each of the executive officers and directors of ICHOR; and
  
       *     all executive officers and directors of ICHOR as a group.
  
  The following is based solely on statements filed with the SEC or other
  information ICHOR believes to be reliable.
  
  
  <TABLE>
  <CAPTION>
  
  Name and Address                Amount and Nature
  of Beneficial                   of Beneficial                  Percent of
  Owner                           Ownership(1)                   Class(1)
  ----------------                -----------------              ----------
  <S>                             <C>                            <C>
  Martine Reindle(2)
  CP 18
  CH-1295 Mies,
  Switzerland                     13,415,847(3)                  30.8%
  
  Aralis Participations
   S.A.(2)(4)
  Les Avouillons 4
  CH-1196 Gland VD,
  Switzerland                      9,124,482                     21.0%
  
  MFC Bancorp Ltd.
  17 Dame Street
  Dublin 2, Ireland               12,315,833(5)                  24.5%
  
  MFC Merchant Bank S.A.
  6, Cours de Rive,
  1211 Geneva 3,
  Switzerland                      9,718,773(6)                  19.4%
  
  Sutton Park
   International Ltd.
  P.O. Box 146, Road Town,
  Tortola, British Virgin
   Islands                         2,597,060                      6.0%
  
  Pierre-Francois Serres(2)
  Chief Executive Officer,
  President and Director          11,129,393(7)                  25.6%
  
  
  </TABLE>
  
  
  <PAGE> 4
  
  
                                      -4-
  
  
  <TABLE>
  <CAPTION>
  
  
  Name and Address                Amount and Nature
  of Beneficial                   of Beneficial                  Percent of
  Owner                           Ownership(1)                   Class(1)
  ----------------                -----------------              ----------
  <S>                             <C>                            <C>
  
  Eric Turcotte
  Chief Financial Officer,
  Secretary and Director                   -                        -
  
  Patrice Pactol(2)
  Director                         2,137,151                      4.9%
  
  All executive officers
   and directors of ICHOR
   as a group (3 persons)         13,266,544(7)                  30.5%
  
  
  </TABLE>
  
  ------------
  (1)  Amounts and percentages give effect to securities issued or issuable
       in connection with the Transaction, including securities exchangeable
       into shares of common stock of ICHOR (i.e., LuxCo Exchangeable
       Preferred Shares) issued to certain shareholders of Hippocampe.
  (2)  Former shareholders of Hippocampe.
  (3)  Includes 9,124,482 shares of common stock of ICHOR owned by Aralis
       Participations S.A. Martine Reindle is the Chairperson and a member
       of the Board of Directors, and owns approximately 45% of the
       outstanding voting shares, of Aralis Participations S.A.
  (4)  The outstanding shares of Aralis Participations S.A. are beneficially
       owned as follows: Martine Reindle 44.9%; Ernest Lubke - 32.3%; Karen
       Van Ness - 8.9%; Christian Rochet - 4.9%; Dr. Takashi Onouchi - 3.7%;
       Jean-Paul Royet - 3.0%; Jean-Daniel Noir - 1.3%; M. Masayoshi
       Watanabe - 0.9%; and Malin Noren - 0.1%.
  (5)  Includes 2,597,060 shares of common stock of ICHOR indirectly owned
       through Sutton Park International Ltd. and 2,988,174 shares of common
       stock of ICHOR and 6,730,599 share purchase warrants indirectly owned
       through MFC Bank. Sutton Park International Ltd. and MFC Bank are
       wholly-owned subsidiaries of MFC Bancorp Ltd.
  (6)  Includes 2,988,174 shares of common stock of ICHOR and 6,730,599
       share purchase warrants, each of which entitles the holder to
       purchase one share of common stock of ICHOR.
  (7)  Pierre-Francois Serres also has voting rights in 2,039,038 shares of
       common stock of ICHOR beneficially owned by Martine Reindle but held
       in usufrucht by Dr. Serres.
  
  
  Effective March 28, 2001, Patrice Pactol replaced Jin-Soo Choi as a Class
  I director of ICHOR for a term expiring in 2001, Eric Turcotte replaced
  Charles C.S. Pang as a Class II director of ICHOR for a term expiring in
  2002 and Pierre-Francois Serres replaced Jae-Sun Lee as a Class III
  director of ICHOR for a term expiring in 2003.  Dr. Serres has been
  appointed the Chief Executive Officer and President and Mr. Turcotte has
  been appointed the Chief Financial Officer and Secretary of ICHOR.  Dr.
  Serres and Mr. Pactol are former shareholders of Hippocampe.
  
  Hippocampe is a biotechnology research and development company organized
  in 1990 under the laws of France, with research activities coordinated in
  Lyon, France.  Hippocampe's focus is fundamental and applied research in
  human and veterinary biology and medicine, with a particular emphasis on
  humanitarian aspects of such research (i.e., retroviral pathogenesis, such
  as AIDS, oncogenesis and organ transplantation).  Hippocampe's current
  objective is to develop vaccine and therapeutic compounds and specific
  therapies for certain retroviral diseases or diseases with a viral
  autoimmune content.  The first products and applications target human and
  animal AIDS.
  
  
  <PAGE> 5
  
  
                                      -5-
  
  
  The basic operational strategy of Hippocampe has been to divide its main
  areas of research into discrete modules, each with its own scientific
  interest.  The research on these modules is outsourced under Hippocampe's
  supervision to specialized and complementary, public and private research
  teams.  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 co-publish their results at
  the appropriate time and in agreement with Hippocampe.  However,
  Hippocampe retains all intellectual property rights on the combined
  research results and applies for patent protection of the research results
  whenever such protection is justified.
  
  Hippocampe has a limited operating history and its products are in an
  early stage of development. However, Hippocampe believes it has made a
  major finding with a new and precise molecular mimicry between a conserved
  part of GP41 (an HIV transmembrane protein) in a trimeric form and
  interleukine-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.  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.
  
  The key principal of Hippocampe is Dr. Pierre-Francois Serres.  Dr. Serres
  began his career as a professor and researcher 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.  Dr. Serres founded Hippocampe in 1990.
  
  The closing of the Transaction was announced by a press release dated
  March 29, 2001 issued by ICHOR.
  
  For further information with respect to the Transaction, ICHOR and
  Hippocampe, and certain risk factors relating thereto, see ICHOR's Current
  Report on Form 8-K dated December 27, 2000 and Current Report on Form 8-
  K/A dated January 30, 2001, both of which are incorporated by reference
  herein, and ICHOR's latest Preliminary Information Statement on Schedule
  14C dated April 2, 2001.
  
  ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.
  
  (a)  Financial statements of businesses acquired.
  
       Attached hereto as Exhibit 99.2 are the financial statements of
       Hippocampe as of December 31, 2000 and 1999 and for the years ended
       December 31, 2000, 1999 and 1998.
  
  (b)  Pro forma financial information.
  
       Attached hereto as Exhibit 99.3 is unaudited pro forma condensed
       combined financial information which has been prepared based upon the
       historical financial statements and related notes of ICHOR and
       Hippocampe, respectively, giving effect to the Transaction.
  
  
  <PAGE> 6
  
  
                                          -6-
  
  
       Hippocampe reports its results in Euros (E).  Since the Transaction
       is accounted for as a reverse purchase, with the continuing entity
       being Hippocampe, the unaudited pro forma condensed combined
       financial information is reported in Euros.  The accounting treatment
       applied in a reverse purchase differs from the legal form of the
       transaction and the continuing entity is Hippocampe.
  
       The unaudited pro forma condensed combined financial information does
       not purport to present the financial condition and results of
       operations of ICHOR and Hippocampe had the Transaction actually been
       completed as of the dates indicated.  In addition, the unaudited pro
       forma condensed combined financial information is not necessarily
       indicative of the future results of operations and should be read in
       connection with the historical financial statements and related notes
       of ICHOR and Hippocampe, respectively.
  
  (c)  Exhibits.
  
       Exhibit No.          Description
       -----------          -----------
  
          4.1               Certificate of Designations dated March 19, 2001
                            of ICHOR Corporation.
  
         10.1               Share Exchange Agreement dated for reference
                            December 13, 2000 between ICHOR Corporation and
                            certain shareholders of Hippocampe S.A.
                            Incorporated by reference from the Current
                            Report on Form 8-K of ICHOR Corporation dated
                            December 27, 2000.
  
         10.2               Share Exchange Agreement dated for reference
                            December 13, 2000 between ICHOR Corporation and
                            certain shareholders of Hippocampe S.A.
                            Incorporated by reference from the Current
                            Report on Form 8-K of ICHOR Corporation dated
                            December 27, 2000.
  
         10.3               Underwriting Agreement dated for reference July
                            24, 2000 between Hippocampe S.A. and MFC
                            Merchant Bank S.A.  Incorporated by reference
                            from the Preliminary Information Statement on
                            Schedule 14C of ICHOR Corporation dated April 2,
                            2001.
  
         10.4               Credit Facility Agreement dated for reference
                            July 27, 2000 between Hipocampe S.A. and MFC
                            Merchant Bank S.A.  Incorporated by reference
                            from the Preliminary Information Statement on
                            Schedule 14C of ICHOR Corporation dated April 2,
                            2001.
  
         99.1               Press release dated December 14, 2000 of ICHOR
                            Corporation.
  
  
  <PAGE> 7
  
  
                                      -7-
  
  
         99.2               Financial statements of Hippocampe S.A.
  
         99.3               Unaudited pro forma condensed combined financial
                            information.
  
  
  <PAGE> 8
  
  
                                      -8-
  
  
                                   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
  
                                              /s/  Eric Turcotte
                                             ---------------------------
                                             Eric Turcotte
                                             Chief Financial Officer and
                                             Secretary
  
  
  Date: April 10, 2001
  
  
  <PAGE> 9
  
  
                                ICHOR CORPORATION
                                    FORM 8-K
  
       Exhibit Number          Description
       --------------          -----------
          4.1                  Certificate of Designations dated March 19,
                               2001 of ICHOR Corporation.
  
         10.1                  Share Exchange Agreement dated for reference
                               December 13, 2000 between ICHOR Corporation
                               and certain shareholders of Hippocampe S.A.
                               Incorporated by reference from the Current
                               Report on Form 8-K of ICHOR Corporation dated
                               December 27, 2000.
  
         10.2                  Share Exchange Agreement dated for reference
                               December 13, 2000 between ICHOR Corporation
                               and certain shareholders of Hippocampe S.A.
                               Incorporated by reference from the Current
                               Report on Form 8-K of ICHOR Corporation dated
                               December 27, 2000.
  
         10.3                  Underwriting Agreement dated for reference
                               July 24, 2000 between Hippocampe S.A. and MFC
                               Merchant Bank S.A.  Incorporated by reference
                               from the Preliminary Information Statement on
                               Schedule 14C of ICHOR Corporation dated April
                               2, 2001.
  
         10.4                  Credit Facility Agreement dated for reference
                               July 27, 2000 between Hipocampe S.A. and MFC
                               Merchant Bank S.A.  Incorporated by reference
                               from the Preliminary Information Statement on
                               Schedule 14C of ICHOR Corporation dated April
                               2, 2001.
  
         99.1                  Press release dated December 14, 2000 of
                               ICHOR Corporation.
  
         99.2                  Financial statements of Hippocampe S.A.
  
         99.3                  Unaudited pro forma condensed combined
                               financial information.
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text: 1
  
  ==========================================================================
  
                                 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): March 28, 2001
  
                               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.)
  
                     P.O.Box 10343, 1010 - 609 Granville Street
                    Vancouver, British Columbia, Canada  V7Y 1G5
        (Address of principal executive offices, including postal code)
  
                                (604) 646-2030
              (Registrant's telephone number, including area code)
  
                        17 Dame Street, Dublin 2, Ireland
                 (Former address, if changed since last report)
  
  ==========================================================================
  2
  
                                      -2-
  
  ITEMS 1 AND 2.     CHANGES IN CONTROL OF REGISTRANT; ACQUISITION OF
                     ASSETS.
  
  Effective March 28, 2001, ICHOR Corporation ("ICHOR") completed a share
  exchange (the "Transaction") with approximately 99.9% of the shareholders
  (the "Hippocampe Shareholders") of Hippocampe S.A. ("Hippocampe"), a
  societe anonyme organized under the laws of France, pursuant to two share
  exchange agreements dated for reference December 13, 2001. As a result,
  the Hippocampe Shareholders beneficially acquired, directly and
  indirectly, in aggregate approximately 66.3% of the shares of common stock
  of ICHOR on a diluted basis, after giving effect to the filing of an
  amendment to ICHOR's Certificate of Incorporation to increase its
  authorized number of shares of common stock.
  
  Pursuant to the Transaction, ICHOR issued to the Hippocampe Shareholders
  in aggregate approximately 33,311,398 of its shares of common stock and
  preferred shares (the "LuxCo Exchangeable Preferred Shares") of 6543
  Luxembourg S.A., a new wholly-owned subsidiary of ICHOR established under
  the laws of Luxembourg, which will become exchangeable into shares of
  common stock of ICHOR upon the filing of an amendment to ICHOR's
  Certificate of Incorporation to increase its authorized number of shares
  of common stock from 30,000,000 to 80,000,000.  The amendment will be
  filed with the Secretary of State of the State of Delaware on or about 20
  days after the distribution of an Information Statement to ICHOR's
  stockholders.  The Information Statement is currently being reviewed by
  the Securities and Exchange Commission and will be distributed upon
  completion of its review.
  
  In connection with the Transaction, ICHOR filed a Certificate of
  Designations with the Secretary of State of the State of Delaware to
  create a series of Special Voting Preferred Stock.  The share of Special
  Voting Preferred Stock to be issued by ICHOR will enable the shareholders
  of Hippocampe that received LuxCo Exchangeable Preferred Shares to
  exercise voting rights in ICHOR.
  
  All of the shares of common stock and securities exchangeable into shares
  of common stock of ICHOR acquired by the Hippocampe Shareholders pursuant
  to the Transaction are subject to resale restrictions in accordance with
  United States federal and state securities laws.
  
  MFC Merchant Bank S.A. ("MFC Bank") had previously entered into an
  underwriting agreement (the "Underwriting Agreement") dated for reference
  July 24, 2000 with Hippocampe and was assisting Hippocampe in effecting a
  merger with a public U.S. registrant.  MFC Bank identified ICHOR as a
  business combination partner and approached it in the fall of 2000.  At
  the time, ICHOR did not have an operating business and was focusing on the
  identification of a particular business or industry within which it would
  seek an acquisition or merger.  ICHOR, through MFC Bank, negotiated terms
  for ICHOR to acquire Hippocampe with existing shareholders of ICHOR
  retaining approximately 20% of the outstanding shares of common stock of
  ICHOR, without giving effect to any securities of ICHOR to be issued to
  MFC Bank in accordance with Underwriting Agreement.  Hippocampe would
  become the surviving business with its shareholders acquiring
  approximately 80% of the outstanding shares of common stock of ICHOR.
  3
  
                                      -3-
  
  Pursuant to the Underwriting Agreement, MFC Bank acted as an advisor in
  the Transaction and received certain compensation in respect thereof,
  including 2,017,854 shares of common stock of ICHOR issued or issuable in
  connection with the Transaction.  MFC Bank also previously provided a
  credit facility to Hippocampe in connection with which MFC Bank has
  received certain fees as well as share purchase warrants which entitle MFC
  Bank to purchase up to approximately 6,730,599 shares of common stock of
  ICHOR, subject to final adjustment, at an exercise price of approximately
  E0.2319 and for a period expiring on July 31, 2003.
  
  The following table sets forth certain information as at March 29, 2001
  regarding the beneficial ownership of ICHOR's shares of common stock
  following the closing of the Transaction by:
  
       *     each person known by ICHOR to be a beneficial owner of more
             than five percent of the outstanding shares of common stock of
             ICHOR;
  
       *     each of the executive officers and directors of ICHOR; and
  
       *     all executive officers and directors of ICHOR as a group.
  
  The following is based solely on statements filed with the SEC or other
  information ICHOR believes to be reliable.
  Name and Address                Amount and Nature
  of Beneficial                   of Beneficial                  Percent of
  Owner                           Ownership(1)                   Class(1)
  ----------------                -----------------              ----------
  Martine Reindle(2)
  CP 18
  CH-1295 Mies,
  Switzerland                     13,415,847(3)                  30.8%
  
  Aralis Participations
   S.A.(2)(4)
  Les Avouillons 4
  CH-1196 Gland VD,
  Switzerland                      9,124,482                     21.0%
  
  MFC Bancorp Ltd.
  17 Dame Street
  Dublin 2, Ireland               12,315,833(5)                  24.5%
  
  MFC Merchant Bank S.A.
  6, Cours de Rive,
  1211 Geneva 3,
  Switzerland                      9,718,773(6)                  19.4%
  
  Sutton Park
   International Ltd.
  P.O. Box 146, Road Town,
  Tortola, British Virgin
   Islands                         2,597,060                      6.0%
  
  Pierre-Francois Serres(2)
  Chief Executive Officer,
  President and Director          11,129,393(7)                  25.6%
  4
  
                                      -4-
  Name and Address                Amount and Nature
  of Beneficial                   of Beneficial                  Percent of
  Owner                           Ownership(1)                   Class(1)
  ----------------                -----------------              ----------
  Eric Turcotte
  Chief Financial Officer,
  Secretary and Director                   -                        -
  
  Patrice Pactol(2)
  Director                         2,137,151                      4.9%
  
  All executive officers
   and directors of ICHOR
   as a group (3 persons)         13,266,544(7)                  30.5%
  ------------
  (1)  Amounts and percentages give effect to securities issued or issuable
       in connection with the Transaction, including securities exchangeable
       into shares of common stock of ICHOR (i.e., LuxCo Exchangeable
       Preferred Shares) issued to certain shareholders of Hippocampe.
  (2)  Former shareholders of Hippocampe.
  (3)  Includes 9,124,482 shares of common stock of ICHOR owned by Aralis
       Participations S.A. Martine Reindle is the Chairperson and a member
       of the Board of Directors, and owns approximately 45% of the
       outstanding voting shares, of Aralis Participations S.A.
  (4)  The outstanding shares of Aralis Participations S.A. are beneficially
       owned as follows: Martine Reindle 44.9%; Ernest Lubke - 32.3%; Karen
       Van Ness - 8.9%; Christian Rochet - 4.9%; Dr. Takashi Onouchi - 3.7%;
       Jean-Paul Royet - 3.0%; Jean-Daniel Noir - 1.3%; M. Masayoshi
       Watanabe - 0.9%; and Malin Noren - 0.1%.
  (5)  Includes 2,597,060 shares of common stock of ICHOR indirectly owned
       through Sutton Park International Ltd. and 2,988,174 shares of common
       stock of ICHOR and 6,730,599 share purchase warrants indirectly owned
       through MFC Bank. Sutton Park International Ltd. and MFC Bank are
       wholly-owned subsidiaries of MFC Bancorp Ltd.
  (6)  Includes 2,988,174 shares of common stock of ICHOR and 6,730,599
       share purchase warrants, each of which entitles the holder to
       purchase one share of common stock of ICHOR.
  (7)  Pierre-Francois Serres also has voting rights in 2,039,038 shares of
       common stock of ICHOR beneficially owned by Martine Reindle but held
       in usufrucht by Dr. Serres.
  
  Effective March 28, 2001, Patrice Pactol replaced Jin-Soo Choi as a Class
  I director of ICHOR for a term expiring in 2001, Eric Turcotte replaced
  Charles C.S. Pang as a Class II director of ICHOR for a term expiring in
  2002 and Pierre-Francois Serres replaced Jae-Sun Lee as a Class III
  director of ICHOR for a term expiring in 2003.  Dr. Serres has been
  appointed the Chief Executive Officer and President and Mr. Turcotte has
  been appointed the Chief Financial Officer and Secretary of ICHOR.  Dr.
  Serres and Mr. Pactol are former shareholders of Hippocampe.
  
  Hippocampe is a biotechnology research and development company organized
  in 1990 under the laws of France, with research activities coordinated in
  Lyon, France.  Hippocampe's focus is fundamental and applied research in
  human and veterinary biology and medicine, with a particular emphasis on
  humanitarian aspects of such research (i.e., retroviral pathogenesis, such
  as AIDS, oncogenesis and organ transplantation).  Hippocampe's current
  objective is to develop vaccine and therapeutic compounds and specific
  therapies for certain retroviral diseases or diseases with a viral
  autoimmune content.  The first products and applications target human and
  animal AIDS.
  5
  
                                      -5-
  
  The basic operational strategy of Hippocampe has been to divide its main
  areas of research into discrete modules, each with its own scientific
  interest.  The research on these modules is outsourced under Hippocampe's
  supervision to specialized and complementary, public and private research
  teams.  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 co-publish their results at
  the appropriate time and in agreement with Hippocampe.  However,
  Hippocampe retains all intellectual property rights on the combined
  research results and applies for patent protection of the research results
  whenever such protection is justified.
  
  Hippocampe has a limited operating history and its products are in an
  early stage of development. However, Hippocampe believes it has made a
  major finding with a new and precise molecular mimicry between a conserved
  part of GP41 (an HIV transmembrane protein) in a trimeric form and
  interleukine-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.  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.
  
  The key principal of Hippocampe is Dr. Pierre-Francois Serres.  Dr. Serres
  began his career as a professor and researcher 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.  Dr. Serres founded Hippocampe in 1990.
  
  The closing of the Transaction was announced by a press release dated
  March 29, 2001 issued by ICHOR.
  
  For further information with respect to the Transaction, ICHOR and
  Hippocampe, and certain risk factors relating thereto, see ICHOR's Current
  Report on Form 8-K dated December 27, 2000 and Current Report on Form 8-
  K/A dated January 30, 2001, both of which are incorporated by reference
  herein, and ICHOR's latest Preliminary Information Statement on Schedule
  14C dated April 2, 2001.
  
  ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.
  
  (a)  Financial statements of businesses acquired.
  
       Attached hereto as Exhibit 99.2 are the financial statements of
       Hippocampe as of December 31, 2000 and 1999 and for the years ended
       December 31, 2000, 1999 and 1998.
  
  (b)  Pro forma financial information.
  
       Attached hereto as Exhibit 99.3 is unaudited pro forma condensed
       combined financial information which has been prepared based upon the
       historical financial statements and related notes of ICHOR and
       Hippocampe, respectively, giving effect to the Transaction.
  6
  
                                          -6-
  
       Hippocampe reports its results in Euros (E).  Since the Transaction
       is accounted for as a reverse purchase, with the continuing entity
       being Hippocampe, the unaudited pro forma condensed combined
       financial information is reported in Euros.  The accounting treatment
       applied in a reverse purchase differs from the legal form of the
       transaction and the continuing entity is Hippocampe.
  
       The unaudited pro forma condensed combined financial information does
       not purport to present the financial condition and results of
       operations of ICHOR and Hippocampe had the Transaction actually been
       completed as of the dates indicated.  In addition, the unaudited pro
       forma condensed combined financial information is not necessarily
       indicative of the future results of operations and should be read in
       connection with the historical financial statements and related notes
       of ICHOR and Hippocampe, respectively.
  
  (c)  Exhibits.
  
       Exhibit No.          Description
       -----------          -----------
  
          4.1               Certificate of Designations dated March 19, 2001
                            of ICHOR Corporation.
  
         10.1               Share Exchange Agreement dated for reference
                            December 13, 2000 between ICHOR Corporation and
                            certain shareholders of Hippocampe S.A.
                            Incorporated by reference from the Current
                            Report on Form 8-K of ICHOR Corporation dated
                            December 27, 2000.
  
         10.2               Share Exchange Agreement dated for reference
                            December 13, 2000 between ICHOR Corporation and
                            certain shareholders of Hippocampe S.A.
                            Incorporated by reference from the Current
                            Report on Form 8-K of ICHOR Corporation dated
                            December 27, 2000.
  
         10.3               Underwriting Agreement dated for reference July
                            24, 2000 between Hippocampe S.A. and MFC
                            Merchant Bank S.A.  Incorporated by reference
                            from the Preliminary Information Statement on
                            Schedule 14C of ICHOR Corporation dated April 2,
                            2001.
  
         10.4               Credit Facility Agreement dated for reference
                            July 27, 2000 between Hipocampe S.A. and MFC
                            Merchant Bank S.A.  Incorporated by reference
                            from the Preliminary Information Statement on
                            Schedule 14C of ICHOR Corporation dated April 2,
                            2001.
  
         99.1               Press release dated December 14, 2000 of ICHOR
                            Corporation.
  7
  
                                      -7-
  
         99.2               Financial statements of Hippocampe S.A.
  
         99.3               Unaudited pro forma condensed combined financial
                            information.
  8
  
                                      -8-
  
                                   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
  
                                              /s/  Eric Turcotte
                                             ---------------------------
                                             Eric Turcotte
                                             Chief Financial Officer and
                                             Secretary
  
  Date: April 10, 2001
  9
  
                                ICHOR CORPORATION
                                    FORM 8-K
  
       Exhibit Number          Description
       --------------          -----------
          4.1                  Certificate of Designations dated March 19,
                               2001 of ICHOR Corporation.
  
         10.1                  Share Exchange Agreement dated for reference
                               December 13, 2000 between ICHOR Corporation
                               and certain shareholders of Hippocampe S.A.
                               Incorporated by reference from the Current
                               Report on Form 8-K of ICHOR Corporation dated
                               December 27, 2000.
  
         10.2                  Share Exchange Agreement dated for reference
                               December 13, 2000 between ICHOR Corporation
                               and certain shareholders of Hippocampe S.A.
                               Incorporated by reference from the Current
                               Report on Form 8-K of ICHOR Corporation dated
                               December 27, 2000.
  
         10.3                  Underwriting Agreement dated for reference
                               July 24, 2000 between Hippocampe S.A. and MFC
                               Merchant Bank S.A.  Incorporated by reference
                               from the Preliminary Information Statement on
                               Schedule 14C of ICHOR Corporation dated April
                               2, 2001.
  
         10.4                  Credit Facility Agreement dated for reference
                               July 27, 2000 between Hipocampe S.A. and MFC
                               Merchant Bank S.A.  Incorporated by reference
                               from the Preliminary Information Statement on
                               Schedule 14C of ICHOR Corporation dated April
                               2, 2001.
  
         99.1                  Press release dated December 14, 2000 of
                               ICHOR Corporation.
  
         99.2                  Financial statements of Hippocampe S.A.
  
         99.3                  Unaudited pro forma condensed combined
                               financial information.