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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):
May 19, 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>
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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>
	</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"><u>Item 8.01 Other Events</u></font></h1>
<p class="MsoNormal" style="text-align: justify"><b>1. Letter of Intent</b></p>
<p class="MsoNormal" style="text-align: justify">On May 19, 2005, MFC
Development Corp. ("MFC" or the "Registrant") entered into a non-binding Letter
of Intent with Worldwide Excellence, Inc. ("WWE") to negotiate for the
acquisition of 100% of WWE's outstanding capital stock in exchange for shares of
common stock of MFC, after which the shareholders of WWE will have a majority
ownership of MFC. In connection with that acquisition WWE and/or MFC will seek
to raise $2,250,000 in a private placement offering of its securities. </p>
<p class="MsoNormal" style="text-align: justify">WWE and its related affiliates,
are in the business of marketing and selling beauty, fitness and consumer
products to consumers.&nbsp; WWE generally obtains exclusive worldwide license rights
to market its products through a variety of mediums, such as the Internet,
television, print and retail.</p>
<p class="MsoNormal" style="text-align: justify">There is no assurance that the
Registrant will successfully negotiate the acquisition or that WWE or MFC will
complete the private placement or, upon the completion of such transactions,
that the Registrant will be successful.</p>
<p class="MsoNormal"><b>&nbsp;2. Exchange of Mortgage</b></p>
<p class="MsoNormal">On May 19, 2005, the Company exchanged its $946,732 second
mortgage on the office building in East Granby, Connecticut owned by Gateway
Granby, LLC ("Gateway") for a $1,000,000 equity investment in Gateway,
constituting 49% of the equity ownership of Gateway. The Company sold the office
building to Gateway in 1996 for $4,800,000, of which $3,853,268 has been paid
and $946,732 is the purchase money second mortgage maturing on March 8, 2017.
The total equity investment in Gateway after the exchange is $2,050,000, of
which $265,000 is owned by Shari Stack, the daughter of Lester Tanner (a
shareholder, director and president of the Company), and $785,000 is owned by
unrelated parties. Gateway owns the office building subject to a non-recourse
first mortgage held by Banknorth, N.A. in the amount of $2,200,000.</p>
<p style="text-align: justify">&nbsp;</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>
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		<td width="40%">May 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<br>
		(Principal Financial and Accounting Officer)</em></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):
May 19, 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 8.01 Other Events
1. Letter of Intent
On May 19, 2005, MFC
Development Corp. ("MFC" or the "Registrant") entered into a non-binding Letter
of Intent with Worldwide Excellence, Inc. ("WWE") to negotiate for the
acquisition of 100% of WWE's outstanding capital stock in exchange for shares of
common stock of MFC, after which the shareholders of WWE will have a majority
ownership of MFC. In connection with that acquisition WWE and/or MFC will seek
to raise $2,250,000 in a private placement offering of its securities.
WWE and its related affiliates,
are in the business of marketing and selling beauty, fitness and consumer
products to consumers.  WWE generally obtains exclusive worldwide license rights
to market its products through a variety of mediums, such as the Internet,
television, print and retail.
There is no assurance that the
Registrant will successfully negotiate the acquisition or that WWE or MFC will
complete the private placement or, upon the completion of such transactions,
that the Registrant will be successful.
2. Exchange of Mortgage
On May 19, 2005, the Company exchanged its $946,732 second
mortgage on the office building in East Granby, Connecticut owned by Gateway
Granby, LLC ("Gateway") for a $1,000,000 equity investment in Gateway,
constituting 49% of the equity ownership of Gateway. The Company sold the office
building to Gateway in 1996 for $4,800,000, of which $3,853,268 has been paid
and $946,732 is the purchase money second mortgage maturing on March 8, 2017.
The total equity investment in Gateway after the exchange is $2,050,000, of
which $265,000 is owned by Shari Stack, the daughter of Lester Tanner (a
shareholder, director and president of the Company), and $785,000 is owned by
unrelated parties. Gateway owns the office building subject to a non-recourse
first mortgage held by Banknorth, N.A. in the amount of $2,200,000.
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.
May 23, 2005
/s/ VICTOR
		BRODSKY
Victor Brodsky
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)