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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>December 23, 2005 (December 19,2005)</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.&#39;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.&#39;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.&#39;s actual results to differ from management&#39;s current
expectations are contained in MFC Development Corp.&#39;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&#39;s stockholders.&nbsp; At the closing
under the Acquisition Agreement, MFC acquired one hundred (100%) percent of WWE&#39;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&#39;s convertible preferred
stock and warrants to purchase the Company&#39;s common stock.&nbsp; 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&#39;s 10% convertible preferred stock for $1,550,000. Each share of preferred
stock is convertible into two shares of the Company&#39;s common stock and warrants
to purchase 775,000 shares of the Company&#39;s common stock; each warrant entitling
the holder to purchase one share of the Company&#39;s common stock (the &quot;Minimum&quot;).&nbsp;
Under the Private Placement Offering, WWE could increase the number of shares of
the Company&#39;s convertible preferred stock and warrants to purchase shares of the
Company&#39;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&#39;s convertible preferred stock and
warrants to purchase an aggregate of 1,625,000 shares of the Company&#39;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&#39;s convertible preferred stock and warrants
to purchase 775,000 shares of the Company&#39;s common stock to investors under the
Private Placement Offering.&nbsp; At that time, WWE decided to increase the number
of shares of the Company&#39;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&#39;s convertible preferred stock, each share of which is convertible
into two shares of the Company&#39;s common stock and 850,000 warrants.</p>
<p>On December 19, 2005, MFC, pursuant to a second closing under the Private Placement
Offering has issued to &quot;accredited investors&quot; an additional 355,000 shares of the
Company&#39;s convertible preferred stock, each share of which is convertible into two
shares of the Company&#39;s common stock and warrants to purchase 355,000 shares of
the Company&#39;s common stock; each warrant entitling the holder to purchase one share
of the Company&#39;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&#39;s convertible preferred stock and warrants to purchase 495,000 shares
of the Company&#39;s common stock to investors until December 30, 2005, the expiration
date of the Private Placement Offering.</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&#39;s common stock at a conversion
price of $1.00 per share of the Company&#39;s common stock. The shares of the Company&#39;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&#39;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&#39;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&#39;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 $2,260,000, of which $710,000 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 second closing under the Private Placement
Offering. The net proceeds of the Private Placement Offering received on December
19, 2005, will be used by WWE to repay holders of certain of the Company&#39;s convertible
debt, pay the last installment of the asset purchase price under an asset purchase
and consulting agreement, pay the second installment under a settlement agreement
with respect to a legal proceeding, and purchase inventory for new products, for
working capital and general corporate purposes.</p>
<p><strong>(b) Issuance of Common Stock in connection with Completion of Acquisition
Agreement</strong></p>
<p>Under the terms of the Acquisition Agreement, MFC agreed with two officers and
directors (&quot;Executives&quot;) to pay them either a total of $184,770 for unpaid and accrued
compensation (&quot;Deferred Compensation&quot;) within 90 days of the closing of the Acquisition
Agreement or convert such Deferred Compensation into an aggregate of 123,179 shares
of its common stock, at the conversion rate of $1.50 per share. The two Executives
are (a) Lester Tanner, the former chairman of the board, who was also president
and CEO, and is also a stockholder, and (b) Victor Brodsky who was a former director,
and was then, and is still currently the vice president and chief financial officer
and is also secretary and a stockholder.</p>
<p>On December 21, 2005, (a) Lester Tanner agreed to convert his Deferred Compensation
of $163,424 into 108,949 shares of MFC common stock, at the conversion rate of $1.50
per share, and (b) Victor Brodsky agreed to convert his Deferred Compensation of
$21,346 into 14,230 shares of MFC common stock, at the conversion rate of $1.50
per share.</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%">December 23, 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
December 23, 2005 (December 19,2005)
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 has 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.
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 $2,260,000, of which $710,000 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 second closing under the Private Placement
Offering. The net proceeds of the Private Placement Offering received on December
19, 2005, will be used by WWE to repay holders of certain of the Company's convertible
debt, pay the last installment of the asset purchase price under an asset purchase
and consulting agreement, pay the second installment under a settlement agreement
with respect to a legal proceeding, and purchase inventory for new products, for
working capital and general corporate purposes.
(b) Issuance of Common Stock in connection with Completion of Acquisition
Agreement
Under the terms of the Acquisition Agreement, MFC agreed with two officers and
directors ("Executives") to pay them either a total of $184,770 for unpaid and accrued
compensation ("Deferred Compensation") within 90 days of the closing of the Acquisition
Agreement or convert such Deferred Compensation into an aggregate of 123,179 shares
of its common stock, at the conversion rate of $1.50 per share. The two Executives
are (a) Lester Tanner, the former chairman of the board, who was also president
and CEO, and is also a stockholder, and (b) Victor Brodsky who was a former director,
and was then, and is still currently the vice president and chief financial officer
and is also secretary and a stockholder.
On December 21, 2005, (a) Lester Tanner agreed to convert his Deferred Compensation
of $163,424 into 108,949 shares of MFC common stock, at the conversion rate of $1.50
per share, and (b) Victor Brodsky agreed to convert his Deferred Compensation of
$21,346 into 14,230 shares of MFC common stock, at the conversion rate of $1.50
per share.
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.
December 23, 2005
/s/ Victor Brodsky
Victor Brodsky
Vice President and Chief Financial
		Officer
(Principal Financial and Accounting
		Officer)