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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):
October 6, 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 Amended</b></p>
<p class="MsoBodyText">On October 6, 2006 MFC Development Corp. ("MFC" or the
"Registrant") accepted and signed a letter amending the Acquisition Agreement
dated July 29, 2005 between MFC and Worldwide Excellence, Inc., ("WWE"), as
reported in the Registrant's Current Report (Form 8-K) dated August 3, 2005.&nbsp;
The Amendment extends the closing date to on or prior to November 1, 2005 and
recites that WWE, prior to the closing date, intends to raise at least
$1,500,000 (with an over allotment of an additional $1,750,000) pursuant to a
private offering of MFC Convertible Preferred Stock and Warrants to purchase MFC
Common Stock.</p>
<p class="MsoBodyText">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.</p>
<p class="MsoBodyText">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="text-align:justify">The completion of the
acquisition is subject to specified conditions on the part of WWE and MFC,
including (i) the submission to MFC of an audited financial statement of WWE for
calendar year 2004 showing net income of $1,500,000 before interest and taxes
and the sale of Notes and Warrants for up to $600,000 (both of these conditions
have now been met), and (ii) that prior to the Closing Date, WWE will raise
$1,500,000 (with an over allotment of an additional $1,750,000) pursuant to a
private offering of Convertible Preferred Stock and Warrants.&nbsp; 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.</p>
<p class="MsoNormal" style="text-align:justify"><b>(b)&nbsp; Exhibit&nbsp;</b></p>
<p class="MsoNormal" style="text-align:justify">The Amendment to the Acquisition
Agreement is annexed hereto as an Exhibit and reference is made thereto for a
full description of its terms.</p>
<h4>&nbsp;</h4>
<h4>Item 9.01 Exhibit&nbsp;</h4>
<p class="MsoNormal" style="text-align:justify">Amendment to Acquisition
Agreement dated July 29, 2005 between MFC Development Corp. ("MFC") and
Worldwide Excellence, Inc. ("WWE").</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%">October 12, 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
Date of Report (Date of earliest event reported):
October 6, 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 Amended
On October 6, 2006 MFC Development Corp. ("MFC" or the
"Registrant") accepted and signed a letter amending the Acquisition Agreement
dated July 29, 2005 between MFC and Worldwide Excellence, Inc., ("WWE"), as
reported in the Registrant's Current Report (Form 8-K) dated August 3, 2005. 
The Amendment extends the closing date to on or prior to November 1, 2005 and
recites that WWE, prior to the closing date, intends to raise at least
$1,500,000 (with an over allotment of an additional $1,750,000) pursuant to a
private offering of MFC Convertible Preferred Stock and Warrants to purchase MFC
Common Stock.
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.
The completion of the
acquisition is subject to specified conditions on the part of WWE and MFC,
including (i) the submission to MFC of an audited financial statement of WWE for
calendar year 2004 showing net income of $1,500,000 before interest and taxes
and the sale of Notes and Warrants for up to $600,000 (both of these conditions
have now been met), and (ii) that prior to the Closing Date, WWE will raise
$1,500,000 (with an over allotment of an additional $1,750,000) pursuant to a
private offering of Convertible Preferred Stock 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.
(b)  Exhibit
The Amendment to 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
Amendment to Acquisition
Agreement dated July 29, 2005 between MFC Development Corp. ("MFC") and
Worldwide Excellence, Inc. ("WWE").
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.
October 12, 2005
/s/
		Victor Brodsky
Victor Brodsky
Vice President and Chief
		Financial Officer
(Principal Financial and Accounting Officer)