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<title>MFC DEVELOPMENT CORP. SEC 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:2em" align="center"><strong>Date of Report (Date of earliest event reported):
  July 21, 2003</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%">
    <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>
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  <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>
  <br style="page-break-after:always" />
  <h1 align="left"><font size="4"><u>Item 5. Other Events</u></font></h1>
  <p align="justify">During its fiscal year ended February 28, 2003, the registrant (the "Company")
  successfully completed the conversion of its manual paper-processing system in the Medical Division
  into a document imaging management system which has reduced the time and cost of servicing its medical
  customers.&nbsp; The Company is now offering its customers and prospects in the health care sector
  similar systems which will allow them to scan documents and retrieve data from anywhere in the world
  to be viewed and printed anywhere else in the world.</p>
  <p style="text-align: justify">On July 21, 2003, the CEO of the Company commenced discussions&nbsp;
  with a privately held company which has developed proprietary software in imaging and information
  technology, seeking&nbsp; to enter into a Letter of Intent whereby it would become a subsidiary of
  the Company.&nbsp;&nbsp; </p>
  <p style="text-align: justify">Such a new subsidiary would provide customers in the education
  and other targeted markets with innovative imaging and information management systems, including proprietary
  software, hardware and services, in addition to serving as an Application Service Provider (ASP) to
  those customers not wishing to purchase the software.&nbsp; The revenues of the private company grew
  from $400,000 in 1998 to $1,300,000 in 2002&nbsp; and it started 2003 with revenues in excess of $500,000
  in the first six months, a backlog of orders totaling $375,000 and 52 prospects totaling $4,000,000
  in potential contracts.</p>
  <p style="text-align: justify">There is no assurance that the parties will be able to reach agreement
  on a specific Letter of Intent to combine their operations, nor whether an acquisition will be completed,
  in the event a Letter of Intent is agreed upon.&nbsp; The negotiation contemplates an acquisition
  for common stock of the Company contingent in part on the realization of minimum net income.&nbsp;
  The contemplated transaction will require the approval of shareholders of the privately held company
  but not the approval of shareholders of the Company.&nbsp; </p>
  <p>&nbsp;</p>
  <p align="center"><font size="+1"><strong>SIGNATURE</strong></font></p>
  <p 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, thereunto duly authorized.</p>
  <p align="justify">&nbsp;</p>
  <p align="center">MFC DEVELOPMENT CORP.</p>
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    <tr>
      <td width="40%">July 29, 2003</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<br>
      (Principal Financial and Accounting Officer)</em></p>
      </td>
    </tr>
  </table>
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MFC DEVELOPMENT CORP. SEC 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 21, 2003
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 5. Other Events
During its fiscal year ended February 28, 2003, the registrant (the "Company")
  successfully completed the conversion of its manual paper-processing system in the Medical Division
  into a document imaging management system which has reduced the time and cost of servicing its medical
  customers.  The Company is now offering its customers and prospects in the health care sector
  similar systems which will allow them to scan documents and retrieve data from anywhere in the world
  to be viewed and printed anywhere else in the world.
On July 21, 2003, the CEO of the Company commenced discussions 
  with a privately held company which has developed proprietary software in imaging and information
  technology, seeking  to enter into a Letter of Intent whereby it would become a subsidiary of
  the Company.
Such a new subsidiary would provide customers in the education
  and other targeted markets with innovative imaging and information management systems, including proprietary
  software, hardware and services, in addition to serving as an Application Service Provider (ASP) to
  those customers not wishing to purchase the software.  The revenues of the private company grew
  from $400,000 in 1998 to $1,300,000 in 2002  and it started 2003 with revenues in excess of $500,000
  in the first six months, a backlog of orders totaling $375,000 and 52 prospects totaling $4,000,000
  in potential contracts.
There is no assurance that the parties will be able to reach agreement
  on a specific Letter of Intent to combine their operations, nor whether an acquisition will be completed,
  in the event a Letter of Intent is agreed upon.  The negotiation contemplates an acquisition
  for common stock of the Company contingent in part on the realization of minimum net income. 
  The contemplated transaction will require the approval of shareholders of the privately held company
  but not the approval of shareholders of the Company.
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, thereunto duly authorized.
MFC DEVELOPMENT CORP.
July 29, 2003
/s/ VICTOR BRODSKY
Victor Brodsky
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)