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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): February 1, 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>

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        <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>
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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">The Company&#39;s Annual Report for the fiscal year ended February 28, 2002
    (Form 10-K) reported that the Company had sold an office building in East Granby, Connecticut
    during fiscal 1996 and leased back a portion of the space, which was then subleased to a third
    party through August 31, 2002 (Note 4 of the financial statements). The Company remained
    obligated on its leaseback for a 42 month period from September 1, 2002 through February 28,
    2006 (the Vacancy Period) for monthly rentals of $31,062. As a result, $850,000 of the gain
    recorded on the sale in 1996, representing the present value of the monthly rental for 42
    months, was deferred. In fiscal 1998, Northwest Management Corp. (&quot;NWM&quot;), a
    shareholder of the Company signed an agreement to indemnify the Company for any payments made
    during the Vacancy Period in consideration for keeping any rentals from a new sublease which
    might be obtained during the Vacancy Period in excess of $31,062 per month. The president of
    NWM, Lester Tanner, also a shareholder, director and president of the Company, has the power to
    vote NWM shares, which are owned by his two children. From September 1, 2002 through January
    31, 2003 the Company became obligated to pay, and did pay, the monthly rentals for the vacant
    space of $31,062, all of which were reimbursed to the Company by NWM pursuant to its indemnity
    agreement.</p>

    <p align="justify">On February 1, 2003, the Company was released from its obligation under the
    1996 leaseback, when NWM provided a substitute lease for the Vacancy Period at $31,062 per
    month, which was accepted by the owner of the property. The Company agreed with the owner to
    reduce, from 9% per annum to 7% per annum, the interest rate on the second mortgage that the
    Company holds on the property for the period from February 1, 2003 through March 1, 2006 and to
    defer principal payments during the same period. As a result of the termination of its
    leaseback, the Company will record a gain of around $790,000 in the fiscal year ending February
    28, 2003. The Company estimates that its total net income for that fiscal year will be
    approximately $900,000, but the exact amount will be reported in its Form 10-K to be filed on
    or before May 29, 2003.</p><br>


    <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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        <td width="40%">February 11, 2003</td>

        <td width="60%" align="center" bordercolor="#000000" style=
        "border-bottom-style:solid; border-bottom-width:1px">/s/ VICTOR BRODSKY</td>
      </tr>

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        <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>
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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): February 1, 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
The Company's Annual Report for the fiscal year ended February 28, 2002
    (Form 10-K) reported that the Company had sold an office building in East Granby, Connecticut
    during fiscal 1996 and leased back a portion of the space, which was then subleased to a third
    party through August 31, 2002 (Note 4 of the financial statements). The Company remained
    obligated on its leaseback for a 42 month period from September 1, 2002 through February 28,
    2006 (the Vacancy Period) for monthly rentals of $31,062. As a result, $850,000 of the gain
    recorded on the sale in 1996, representing the present value of the monthly rental for 42
    months, was deferred. In fiscal 1998, Northwest Management Corp. ("NWM"), a
    shareholder of the Company signed an agreement to indemnify the Company for any payments made
    during the Vacancy Period in consideration for keeping any rentals from a new sublease which
    might be obtained during the Vacancy Period in excess of $31,062 per month. The president of
    NWM, Lester Tanner, also a shareholder, director and president of the Company, has the power to
    vote NWM shares, which are owned by his two children. From September 1, 2002 through January
    31, 2003 the Company became obligated to pay, and did pay, the monthly rentals for the vacant
    space of $31,062, all of which were reimbursed to the Company by NWM pursuant to its indemnity
    agreement.
On February 1, 2003, the Company was released from its obligation under the
    1996 leaseback, when NWM provided a substitute lease for the Vacancy Period at $31,062 per
    month, which was accepted by the owner of the property. The Company agreed with the owner to
    reduce, from 9% per annum to 7% per annum, the interest rate on the second mortgage that the
    Company holds on the property for the period from February 1, 2003 through March 1, 2006 and to
    defer principal payments during the same period. As a result of the termination of its
    leaseback, the Company will record a gain of around $790,000 in the fiscal year ending February
    28, 2003. The Company estimates that its total net income for that fiscal year will be
    approximately $900,000, but the exact amount will be reported in its Form 10-K to be filed on
    or before May 29, 2003.
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.
February 11, 2003
/s/ VICTOR BRODSKY
Victor Brodsky
Vice President and Chief Financial
          Officer
(Principal Financial and Accounting Officer)