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<title>FORM 8-K</title>
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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:0" align="center"><strong>January 5, 2005 (December 30,2005)</strong></p>
<p style="margin-bottom:2em; margin-top:0" align="center"><font size="-1">Date of
Report (Date of earliest event reported)</font></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">Forward-Looking Statements</font></h1>
<p align="justify">Statements in this Current Report on Form 8-K (including the
exhibit) that are not purely historical facts, including statements regarding
MFC Development Corp.'s beliefs, expectations, intentions or strategies for the
future, may be &quot;forward-looking statements&quot; under the Private Securities
Litigation Reform Act of 1995. All forward-looking statements involve a number
of risks and uncertainties that could cause actual results to differ materially
from the plans, intentions and expectations reflected in or suggested by the
forward-looking statements. Such risks and uncertainties include, among others,
introduction of products in a timely fashion, market acceptance of new products,
cost increases, fluctuations in and obsolescence of inventory, price and product
competition, availability of labor and materials, development of new third-party
products and techniques that render MFC Development Corp.'s products obsolete,
delays in obtaining regulatory approvals, potential product recalls and
litigation. Risk factors, cautionary statements and other conditions which could
cause MFC Development Corp.'s actual results to differ from management's current
expectations are contained in MFC Development Corp.'s filings with the
Securities and Exchange Commission. MFC Development Corp. undertakes no
obligation to update any forward-looking statement to reflect events or
circumstances that may arise after the date of this filing.</p>
<hr class="noprint" noshade>
<h1 class="pgbreak" align="left"><font size="4">Item 3.02 Unregistered Sales of
Equity Securities</font></h1>
<p><strong>(a) Private Placement of Convertible Preferred Stock and Warrants to
Purchase Common Stock</strong></p>
<p><strong><font size="2">Background</font></strong></p>
<p>On November 29, 2005, MFC Development Corp. (&quot;MFC&quot;, &quot;the Company&quot;, or the
&quot;Registrant&quot;) completed the acquisition of all the issued and outstanding shares
of common stock of Worldwide Excellence, Inc., a Delaware corporation (&quot;WWE&quot;),
in accordance with the provisions of a certain Acquisition Agreement dated as of
July 29, 2005 (the &quot;Acquisition Agreement&quot;) among WWE, MFC, and WWE's
stockholders. At the closing under the Acquisition Agreement, MFC acquired one
hundred (100%) percent of WWE's outstanding common stock in exchange for shares
of MFC common stock. Simultaneously with that closing, WWE also closed on the
&quot;Minimum&quot; under a private placement offering (&quot;Private Placement Offering&quot;) of
shares of the Company's convertible preferred stock and warrants to purchase the
Company's common stock. This Private Placement Offering and the two closings
under the Private Placement Offering are described in more detail below.</p>
<p><strong><font size="2">The Private Placement Offering</font></strong></p>
<p>WWE, pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
&quot;Securities Act&quot;), and Regulation 506 promulgated under the Securities Act, has
engaged in a Private Placement Offering to &quot;accredited investors&quot; of 775,000
shares of the Company's 10% convertible preferred stock for $1,550,000. Each
share of preferred stock is convertible into two shares of the Company's common
stock and warrants to purchase 775,000 shares of the Company's common stock;
each warrant entitling the holder to purchase one share of the Company's common
stock (the &quot;Minimum&quot;). Under the Private Placement Offering, WWE could increase
the number of shares of the Company's convertible preferred stock and warrants
to purchase shares of the Company's common stock to be purchased under the
Private Placement Offering to any amount above the Minimum (the &quot;Over
Allotment&quot;) but not to exceed an aggregate of $3,250,000, or 1,625,000 shares of
the Company's convertible preferred stock and warrants to purchase an aggregate
of 1,625,000 shares of the Company's common stock.</p>
<p>As part of the simultaneous closing under the previously described
Acquisition Agreement and this Private Placement Offering, the Company raised
$1,550,000 and issued 775,000 shares of the Company's convertible preferred
stock and warrants to purchase 775,000 shares of the Company's common stock to
investors under the Private Placement Offering. At that time, WWE decided to
increase the number of shares of the Company's convertible preferred stock and
warrants offered in the Private Placement Offering by an aggregate of an
additional 850,000 shares ($1,700,000) of the Company's convertible preferred
stock, each share of which is convertible into two shares of the Company's
common stock and 850,000 warrants.</p>
<p>On December 19, 2005, MFC, pursuant to a second closing under the Private
Placement Offering, issued to &quot;accredited investors&quot; an additional 355,000
shares of the Company's convertible preferred stock, each share of which is
convertible into two shares of the Company's common stock and warrants to
purchase 355,000 shares of the Company's common stock; each warrant entitling
the holder to purchase one share of the Company's common stock.</p>
<p>Under the terms of the previously described Private Placement Offering, the
Company may exercise its Over Allotment option, and issue up to an additional
495,000 shares of the Company's convertible preferred stock and warrants to
purchase 495,000 shares of the Company's common stock to investors until
December 30, 2005, the expiration date of the Private Placement Offering.</p>
<p>On December 30, 2005, MFC, pursuant to a third and final closing under the
Private Placement Offering, has issued to &quot;accredited investors&quot; an additional
75,000 shares of the Company's convertible preferred stock, each share of which
is convertible into two shares of the Company's common stock and warrants to
purchase 75,000 shares of the Company's common stock; each warrant entitling the
holder to purchase one share of the Company's common stock.</p>
<p>The term of the warrants is three years and the exercise price of the warrant
shares shall be (i) $1.00 during the first year after the closing of the Private
Placement Offering and (ii) $1.50 thereafter. Each share of convertible
preferred stock is convertible into two shares of the Company's common stock at
a conversion price of $1.00 per share of the Company's common stock. The shares
of the Company's convertible preferred stock are redeemable, at the option of
the Company, at a redemption price of $0.10 per share in the event that the
Company's common stock has a closing bid price of at least $3.00 for twenty (20)
consecutive trading days immediately preceding the notice of redemption;
provided, that a registration statement covering the shares of common stock
underlying the Company's convertible Preferred Stock is then currently
effective. Similarly, the warrants are redeemable, at the option of the Company,
at a redemption price of $0.10 per warrant share exercisable in the event that
the Company's common stock has a closing bid price of at least $3.00 for twenty
(20) consecutive trading days immediately preceding the notice of redemption;
provided, that a registration statement covering the warrant shares is then
currently effective.</p>
<p>The aggregate purchase price for the securities purchased under the Private
Placement Offering to date is $2,410,000, of which $150,000 is included under
this Current Report. WWE has agreed to pay a finder or designee, as applicable,
a sum ordinarily not to exceed ten (10%) percent of the investor subscription
amount received by WWE under the Private Placement Offering, provided that such
payments are permitted under federal and applicable state securities laws. WWE
did not incur any additional legal expenses, in connection with the third and
final closing under the Private Placement Offering. The net proceeds of the
Private Placement Offering received on December 30, 2005, will be used by WWE to
purchase inventory for new products, for working capital and general corporate
purposes.</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%">January 5, 2005</td>
		<td width="60%" align="center" bordercolor="#000000" style="border-bottom-style:solid; border-bottom-width:1px">
		/s/ Victor Brodsky</td>
	</tr>
	<tr>
		<td></td>
		<td style="margin-top:2em" align="center">
		<p style="margin-bottom:0; margin-top:1em">Victor Brodsky</p>
		<p style="margin-bottom:0; margin-top:0"><em>Vice President and Chief Financial
		Officer</em></p>
		<p style="margin-bottom:0; margin-top:0"><i>(Principal Financial and Accounting
		Officer)</i></p>
		</td>
	</tr>
</table>
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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
January 5, 2005 (December 30,2005)
Date of
Report (Date of earliest event reported)
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)
Forward-Looking Statements
Statements in this Current Report on Form 8-K (including the
exhibit) that are not purely historical facts, including statements regarding
MFC Development Corp.'s beliefs, expectations, intentions or strategies for the
future, may be "forward-looking statements" under the Private Securities
Litigation Reform Act of 1995. All forward-looking statements involve a number
of risks and uncertainties that could cause actual results to differ materially
from the plans, intentions and expectations reflected in or suggested by the
forward-looking statements. Such risks and uncertainties include, among others,
introduction of products in a timely fashion, market acceptance of new products,
cost increases, fluctuations in and obsolescence of inventory, price and product
competition, availability of labor and materials, development of new third-party
products and techniques that render MFC Development Corp.'s products obsolete,
delays in obtaining regulatory approvals, potential product recalls and
litigation. Risk factors, cautionary statements and other conditions which could
cause MFC Development Corp.'s actual results to differ from management's current
expectations are contained in MFC Development Corp.'s filings with the
Securities and Exchange Commission. MFC Development Corp. undertakes no
obligation to update any forward-looking statement to reflect events or
circumstances that may arise after the date of this filing.
Item 3.02 Unregistered Sales of
Equity Securities
(a) Private Placement of Convertible Preferred Stock and Warrants to
Purchase Common Stock
Background
On November 29, 2005, MFC Development Corp. ("MFC", "the Company", or the
"Registrant") completed the acquisition of all the issued and outstanding shares
of common stock of Worldwide Excellence, Inc., a Delaware corporation ("WWE"),
in accordance with the provisions of a certain Acquisition Agreement dated as of
July 29, 2005 (the "Acquisition Agreement") among WWE, MFC, and WWE's
stockholders. At the closing under the Acquisition Agreement, MFC acquired one
hundred (100%) percent of WWE's outstanding common stock in exchange for shares
of MFC common stock. Simultaneously with that closing, WWE also closed on the
"Minimum" under a private placement offering ("Private Placement Offering") of
shares of the Company's convertible preferred stock and warrants to purchase the
Company's common stock. This Private Placement Offering and the two closings
under the Private Placement Offering are described in more detail below.
The Private Placement Offering
WWE, pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), and Regulation 506 promulgated under the Securities Act, has
engaged in a Private Placement Offering to "accredited investors" of 775,000
shares of the Company's 10% convertible preferred stock for $1,550,000. Each
share of preferred stock is convertible into two shares of the Company's common
stock and warrants to purchase 775,000 shares of the Company's common stock;
each warrant entitling the holder to purchase one share of the Company's common
stock (the "Minimum"). Under the Private Placement Offering, WWE could increase
the number of shares of the Company's convertible preferred stock and warrants
to purchase shares of the Company's common stock to be purchased under the
Private Placement Offering to any amount above the Minimum (the "Over
Allotment") but not to exceed an aggregate of $3,250,000, or 1,625,000 shares of
the Company's convertible preferred stock and warrants to purchase an aggregate
of 1,625,000 shares of the Company's common stock.
As part of the simultaneous closing under the previously described
Acquisition Agreement and this Private Placement Offering, the Company raised
$1,550,000 and issued 775,000 shares of the Company's convertible preferred
stock and warrants to purchase 775,000 shares of the Company's common stock to
investors under the Private Placement Offering. At that time, WWE decided to
increase the number of shares of the Company's convertible preferred stock and
warrants offered in the Private Placement Offering by an aggregate of an
additional 850,000 shares ($1,700,000) of the Company's convertible preferred
stock, each share of which is convertible into two shares of the Company's
common stock and 850,000 warrants.
On December 19, 2005, MFC, pursuant to a second closing under the Private
Placement Offering, issued to "accredited investors" an additional 355,000
shares of the Company's convertible preferred stock, each share of which is
convertible into two shares of the Company's common stock and warrants to
purchase 355,000 shares of the Company's common stock; each warrant entitling
the holder to purchase one share of the Company's common stock.
Under the terms of the previously described Private Placement Offering, the
Company may exercise its Over Allotment option, and issue up to an additional
495,000 shares of the Company's convertible preferred stock and warrants to
purchase 495,000 shares of the Company's common stock to investors until
December 30, 2005, the expiration date of the Private Placement Offering.
On December 30, 2005, MFC, pursuant to a third and final closing under the
Private Placement Offering, has issued to "accredited investors" an additional
75,000 shares of the Company's convertible preferred stock, each share of which
is convertible into two shares of the Company's common stock and warrants to
purchase 75,000 shares of the Company's common stock; each warrant entitling the
holder to purchase one share of the Company's common stock.
The term of the warrants is three years and the exercise price of the warrant
shares shall be (i) $1.00 during the first year after the closing of the Private
Placement Offering and (ii) $1.50 thereafter. Each share of convertible
preferred stock is convertible into two shares of the Company's common stock at
a conversion price of $1.00 per share of the Company's common stock. The shares
of the Company's convertible preferred stock are redeemable, at the option of
the Company, at a redemption price of $0.10 per share in the event that the
Company's common stock has a closing bid price of at least $3.00 for twenty (20)
consecutive trading days immediately preceding the notice of redemption;
provided, that a registration statement covering the shares of common stock
underlying the Company's convertible Preferred Stock is then currently
effective. Similarly, the warrants are redeemable, at the option of the Company,
at a redemption price of $0.10 per warrant share exercisable in the event that
the Company's common stock has a closing bid price of at least $3.00 for twenty
(20) consecutive trading days immediately preceding the notice of redemption;
provided, that a registration statement covering the warrant shares is then
currently effective.
The aggregate purchase price for the securities purchased under the Private
Placement Offering to date is $2,410,000, of which $150,000 is included under
this Current Report. WWE has agreed to pay a finder or designee, as applicable,
a sum ordinarily not to exceed ten (10%) percent of the investor subscription
amount received by WWE under the Private Placement Offering, provided that such
payments are permitted under federal and applicable state securities laws. WWE
did not incur any additional legal expenses, in connection with the third and
final closing under the Private Placement Offering. The net proceeds of the
Private Placement Offering received on December 30, 2005, will be used by WWE to
purchase inventory for new products, for working capital and general corporate
purposes.
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.
January 5, 2005
/s/ Victor Brodsky
Victor Brodsky
Vice President and Chief Financial
		Officer
(Principal Financial and Accounting
		Officer)