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<p align="center">UNITED STATES SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549</p>
<p style="margin-bottom:2em; margin-top:2em" align="center"><strong><font size="+2">FORM 8-K</font></strong></p>
<p style="margin-bottom:2em; margin-top:2em" align="center">PURSUANT TO SECTION 13 OR 15(d)<br>
OF THE SECURITIES EXCHANGE ACT OF 1934</p>
<p style="margin-bottom:2em" align="center"><strong>Date of Report (Date of earliest event reported):
July 29, 2005</strong></p>
<p style="margin-bottom:2em" align="center">Commission file number: 000-31667</p>
<p style="margin-bottom:0; margin-top:4em" align="center"><strong><font size="+2">MFC DEVELOPMENT CORP.</font></strong></p>
<p style="margin-bottom:2em; margin-top:0" align="center">(Exact name of registrant as specified in its charter)</p>
<table align="center" border="0" cellpadding="0" cellspacing="0" width="75%" id="table1">
	<tr>
		<td align="center" width="50%"><strong>Delaware</strong><br>
		<font size="2">(State of incorporation)</font></td>
		<td align="center" width="50%"><strong>13-3579974</strong><br>
		<font size="2">(I.R.S. Employer Identification No.)</font></td>
	</tr>
</table>
<p style="margin-bottom:0; margin-top:2em" align="center"><strong>271 North Avenue, Suite 520</strong></p>
<p style="margin-bottom:0; margin-top:0" align="center"><strong>New Rochelle, NY 10801</strong></p>
<p style="margin-top:0" align="center"><font size="-1">(Address of principal executive offices)</font></p>
<p style="margin-bottom:0" align="center"><strong>(914) 636-3432</strong></p>
<p style="margin-top:0" align="center"><font size="-1">(Telephone number)</font></p>
<hr class="noprint" noshade>
<h1 class="pgbreak" align="left"><font size="4">Item 1.01 Entry into a Material
Definitive Agreement</font></h1>
<p class="MsoNormal"><b>(a) Acquisition Agreement is Signed&nbsp;</b></p>
<p class="MsoBodyText" style="margin-left:.25in;text-indent:-.25in" align="justify">
(1) On July 29, 2005 MFC Development Corp. ("MFC" or the "Registrant") entered
into an agreement with Worldwide Excellence, Inc., a Delaware corporation, with
an address at 11872 La Grange Avenue, Los Angeles, CA 90025 ("WWE") for the
acquisition of 100% of WWE's outstanding capital stock in exchange for shares of
common stock of MFC, after which the former shareholders of WWE will own more
than 61% of MFC common stock before any conversion of outstanding securities.&nbsp;
In connection with that acquisition, WWE will seek to raise in excess of
$2,250,000 of convertible securities in a private placement.&nbsp; There are no
material relationships between WWE and the Registrant or any of the Registrant's
affiliates.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </p>
<p class="MsoNormal" style="margin-left:.25in;text-align:justify">Worldwide
Excellence and its related affiliates (WWE), is a leading direct marketing
company specializing in health, beauty, fitness and home consumer products.&nbsp; WWE
is in the business of building product "Brands" and has found a successful
formula that combines creativity and strategic analysis.&nbsp; Typically, WWE obtains
the exclusive worldwide license rights to a particular product and develops the
product "Brand" through innovative marketing campaigns utilizing the internet,
television, and print media.&nbsp; WWE distinguishes itself from other direct
marketing companies in that it has found success in the development of products
that creates a long term annuity through what WWE refers to as "Continuity"
programs.&nbsp;</p>
<p class="MsoNormal" style="margin-left:.25in;text-align:justify">There is no
assurance that MFC will successfully complete the acquisition or that WWE will
complete the private placement or, upon the completion of such transactions,
that the Registrant will be successful.</p>
<p class="MsoNormal" style="margin-left:.25in;text-align:justify">&nbsp;</p>
<p class="MsoNormal" style="margin-left:.25in;text-align:justify;text-indent:
-.25in">(2) The Acquisition Agreement (the "Agreement") provides for MFC to
purchase 100% of the capital stock of WWE from the Family Trusts of its two
executive officers, Nancy Duitch and Jeffrey S. Edell, for 11,500,000 shares of
MFC Common Stock in a tax-free reorganization pursuant to the Internal Revenue
Code. The closing of the transaction is expected to take place around August 31,
2005. As contemplated by the Agreement, MFC has sold 224,947 shares of its
common stock to directors' designees for $1.00 per share in a private sale to
bring its outstanding common stock to 2,000,000 shares outstanding and MFC
shareholders of record at the close of business on August 8, 2005 will receive
on August 24, 2005 a 35% stock dividend to increase the MFC outstanding shares
to 2,700,000 shares when the acquisition is scheduled to be completed.&nbsp;</p>
<p class="MsoNormal" style="margin-left:.25in;text-align:justify">At the Closing
Date, MFC will deliver 3,000,000 shares of MFC common stock to a WWE Escrow
Agent and 600,000 shares of MFC common stock to an MFC Escrow Agent (the
"Earn-Out Shares"), to be released to the former WWE shareholders and MFC
shareholders of record as of August 8, 2005, respectively, if WWE's defined
cumulative net income before interest and taxes in the period from the first day
of the calendar month after the Closing date through December 31, 2006 equals or
exceeds $3,000,000. The Earn-Out Shares will first be available to satisfy any
indemnification obligation with respect to the Agreement and the representations
and warranties which WWE and MFC make and only the excess, if any, will be
distributed to the shareholders entitled thereto after April 1, 2007 whenever
the two-year period from the Closing Date for the respective parties'
representations and warranties expire or are released &nbsp;</p>
<p class="MsoNormal" style="margin-left:.25in;text-align:justify">At the Closing
Date, MFC will issue to Diversified Investors Capital Services of North America
("Diversified") 710,000 shares of MFC common stock as the finder of the
transaction and 15,000 shares of MFC common stock to Gersten Savage LLP ("GS"),
the attorneys for WWE.&nbsp;</p>
<p class="MsoNormal" style="margin-left:.25in;text-align:justify">The completion
of the acquisition is subject to specified conditions on the part of WWE and
MFC, including (i) that the audited financial statements of WWE for calendar
year 2004 will show net income of approximately $1,500,000 before interest and
taxes, (ii) that prior to the Closing Date, WWE will raise at least $2,250,000
with an over allotment of at least an additional $500,000, pursuant to a private
offering of Convertible Preferred Stock and Warrants and at least $250,000 and
up to $600,000 pursuant to a sale of Notes and Warrants. The Preferred Stock is
convertible into MFC common stock at $1.00 per share and the warrants
exercisable between $1.00 and $1.50 per share.&nbsp;</p>
<p class="MsoNormal" style="margin-left:.25in;text-align:justify">The
Acquisition Agreement is annexed hereto as an Exhibit and reference is made
thereto for a full description of its terms.</p>
<p class="MsoNormal" style="margin-left:.25in;text-align:justify">&nbsp;</p>
<h4>Item 9.01 Exhibit&nbsp;</h4>
<p class="MsoNormal" style="margin-left:.25in;text-align:justify">Acquisition
Agreement dated July 29, 2005 by and among MFC Development Corp. ("MFC"),
Worldwide Excellence, Inc. ("WWE") and the stockholders of WWE, without exhibits
or schedules thereto.</p>
<hr class="noprint" noshade>
<p style="text-align: center"><b><u>SIGNATURE</u></b></p>
<p style="text-align: justify">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 duly authorized.</p>
<p align="justify">&nbsp;</p>
<p align="center"></p>
<p align="center">MFC DEVELOPMENT CORP.</p>
<table align="center" width="80%" id="table2">
	<tr>
		<td width="40%">August 3, 2005</td>
		<td width="60%" align="center" bordercolor="#000000" style="border-bottom-style:solid; border-bottom-width:1px">/s/
		Lester J. Tanner</td>
	</tr>
	<tr>
		<td></td>
		<td style="margin-top:2em" align="center">
		<p style="margin-bottom:0; margin-top:1em">Lester J. Tanner</p>
		<p style="margin-bottom:0; margin-top:0"><em>President and Chief
		Executive Officer</em></p>
		</td>
	</tr>
</table>
<div class="Section1">
	&nbsp;</div>

</body>

</html>
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FORM 8-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 29, 2005
Commission file number: 000-31667
MFC DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation)
13-3579974
(I.R.S. Employer Identification No.)
271 North Avenue, Suite 520
New Rochelle, NY 10801
(Address of principal executive offices)
(914) 636-3432
(Telephone number)
Item 1.01 Entry into a Material
Definitive Agreement
(a) Acquisition Agreement is Signed
(1) On July 29, 2005 MFC Development Corp. ("MFC" or the "Registrant") entered
into an agreement with Worldwide Excellence, Inc., a Delaware corporation, with
an address at 11872 La Grange Avenue, Los Angeles, CA 90025 ("WWE") for the
acquisition of 100% of WWE's outstanding capital stock in exchange for shares of
common stock of MFC, after which the former shareholders of WWE will own more
than 61% of MFC common stock before any conversion of outstanding securities. 
In connection with that acquisition, WWE will seek to raise in excess of
$2,250,000 of convertible securities in a private placement.  There are no
material relationships between WWE and the Registrant or any of the Registrant's
affiliates.
Worldwide
Excellence and its related affiliates (WWE), is a leading direct marketing
company specializing in health, beauty, fitness and home consumer products.  WWE
is in the business of building product "Brands" and has found a successful
formula that combines creativity and strategic analysis.  Typically, WWE obtains
the exclusive worldwide license rights to a particular product and develops the
product "Brand" through innovative marketing campaigns utilizing the internet,
television, and print media.  WWE distinguishes itself from other direct
marketing companies in that it has found success in the development of products
that creates a long term annuity through what WWE refers to as "Continuity"
programs.
There is no
assurance that MFC will successfully complete the acquisition or that WWE will
complete the private placement or, upon the completion of such transactions,
that the Registrant will be successful.
(2) The Acquisition Agreement (the "Agreement") provides for MFC to
purchase 100% of the capital stock of WWE from the Family Trusts of its two
executive officers, Nancy Duitch and Jeffrey S. Edell, for 11,500,000 shares of
MFC Common Stock in a tax-free reorganization pursuant to the Internal Revenue
Code. The closing of the transaction is expected to take place around August 31,
2005. As contemplated by the Agreement, MFC has sold 224,947 shares of its
common stock to directors' designees for $1.00 per share in a private sale to
bring its outstanding common stock to 2,000,000 shares outstanding and MFC
shareholders of record at the close of business on August 8, 2005 will receive
on August 24, 2005 a 35% stock dividend to increase the MFC outstanding shares
to 2,700,000 shares when the acquisition is scheduled to be completed.
At the Closing
Date, MFC will deliver 3,000,000 shares of MFC common stock to a WWE Escrow
Agent and 600,000 shares of MFC common stock to an MFC Escrow Agent (the
"Earn-Out Shares"), to be released to the former WWE shareholders and MFC
shareholders of record as of August 8, 2005, respectively, if WWE's defined
cumulative net income before interest and taxes in the period from the first day
of the calendar month after the Closing date through December 31, 2006 equals or
exceeds $3,000,000. The Earn-Out Shares will first be available to satisfy any
indemnification obligation with respect to the Agreement and the representations
and warranties which WWE and MFC make and only the excess, if any, will be
distributed to the shareholders entitled thereto after April 1, 2007 whenever
the two-year period from the Closing Date for the respective parties'
representations and warranties expire or are released
At the Closing
Date, MFC will issue to Diversified Investors Capital Services of North America
("Diversified") 710,000 shares of MFC common stock as the finder of the
transaction and 15,000 shares of MFC common stock to Gersten Savage LLP ("GS"),
the attorneys for WWE.
The completion
of the acquisition is subject to specified conditions on the part of WWE and
MFC, including (i) that the audited financial statements of WWE for calendar
year 2004 will show net income of approximately $1,500,000 before interest and
taxes, (ii) that prior to the Closing Date, WWE will raise at least $2,250,000
with an over allotment of at least an additional $500,000, pursuant to a private
offering of Convertible Preferred Stock and Warrants and at least $250,000 and
up to $600,000 pursuant to a sale of Notes and Warrants. The Preferred Stock is
convertible into MFC common stock at $1.00 per share and the warrants
exercisable between $1.00 and $1.50 per share.
The
Acquisition Agreement is annexed hereto as an Exhibit and reference is made
thereto for a full description of its terms.
Item 9.01 Exhibit
Acquisition
Agreement dated July 29, 2005 by and among MFC Development Corp. ("MFC"),
Worldwide Excellence, Inc. ("WWE") and the stockholders of WWE, without exhibits
or schedules thereto.
SIGNATURE
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 duly authorized.
MFC DEVELOPMENT CORP.
August 3, 2005
/s/
		Lester J. Tanner
Lester J. Tanner
President and Chief
		Executive Officer