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<SEC-DOCUMENT>0000016859-02-000011.txt : 20020528
<SEC-HEADER>0000016859-02-000011.hdr.sgml : 20020527
<ACCEPTANCE-DATETIME>20020528160742
ACCESSION NUMBER:		0000016859-02-000011
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20020331
FILED AS OF DATE:		20020528

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MFC BANCORP LTD
		CENTRAL INDEX KEY:			0000016859
		STANDARD INDUSTRIAL CLASSIFICATION:	SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
		IRS NUMBER:				131818111
		STATE OF INCORPORATION:			A1
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04192
		FILM NUMBER:		02663571

	BUSINESS ADDRESS:	
		STREET 1:		17 DAME STREET
		STREET 2:		DUBLIN 2
		CITY:			IRELAND
		BUSINESS PHONE:		41228182999

	MAIL ADDRESS:	
		STREET 1:		17 DAME STREET
		STREET 2:		DUBLIN 2
		CITY:			IRELAND

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NALCAP HOLDINGS INC
		DATE OF NAME CHANGE:	19950725

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ARBATAX INTERNATIONAL INC
		DATE OF NAME CHANGE:	19960603

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	JAVELIN INTERNATIONAL LTD
		DATE OF NAME CHANGE:	19871118
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>


================================================================================



                    U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549


                                     FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13A-16 OR 15D-16 OF
                      THE SECURITIES EXCHANGE ACT OF 1934


                            For the Month of MAY 2002


                                MFC BANCORP LTD.
             (Exact Name of Registrant as Specified in Its Charter)

                            Yukon Territory, Canada
                (Jurisdiction of Incorporation or Organization)

      Floor 21, Millenium Tower, Handelskai 94-96, A-1200, Vienna, Austria
                              011 (43) 1 240 25 300
              (Address and Telephone Number of Registrant's Office)


(Indicate by check mark whether the Registrant files or will file annual reports
under  cover  of  Form  20-F  or  Form  40-F).

                          [X] Form 20-F [ ] Form 40-F


(Indicate  by  check mark  whether the Registrant by furnishing the information
contained  in  this Form  is  also  thereby  furnishing  the information to the
Commission  pursuant to  Rule  12g3-2(b)  under  the Securities Exchange Act of
1934).

                             Yes           No    X___

(If  "Yes" is marked, indicate below the file number assigned to the Registrant
in  connection  with  Rule  12g3-2(b):  82-_________________).



===============================================================================

<PAGE>

                                     [LOGO]


                                MFC BANCORP LTD.


                            2002 FIRST QUARTER REPORT
                                TO SHAREHOLDERS


                                 MARCH 31, 2002


                           FORWARD-LOOKING STATEMENTS


The  statements in this report that are not based on historical facts are called
"forward-looking  statements"  within  the  meaning of the United States Private
Securities Litigation Reform Act of 1995. These statements appear in a number of
different  places  in  this  report  and  can  be  identified  by  words such as
"estimates",  "projects",  "expects",  "intends",  "believes", "plans", or their
negatives or other comparable words.  Also look for discussions of strategy that
involve  risks and uncertainties.  Forward-looking statements include statements
regarding  the  outlook for our future operations, forecasts of future costs and
expenditures, evaluation of market conditions, the outcome of legal proceedings,
the  adequacy  of  reserves, or other business plans. You are cautioned that any
such  forward-looking  statements  are  not guarantees and may involve risks and
uncertainties.  Our  actual  results  may  differ  materially  from those in the
forward-looking  statements  due  to  risks  facing  us  or  due to actual facts
differing  from the assumptions underlying our predictions.  Some of these risks
and  assumptions  include:

     *   general economic and business conditions, including changes in interest
         rates;
     *   prices and other economic conditions;
     *   natural  phenomena;
     *   actions by government authorities, including changes in government
         regulation;
     *   uncertainties associated with legal proceedings;
     *   technological development;
     *   future decisions by management in response to changing conditions;
     *   our ability to execute prospective business plans; and
     *   misjudgments in the course of preparing forward-looking statements.

We advise you that these cautionary remarks expressly qualify in their entirety
all forward-looking statements attributable to us or persons acting on our
behalf.

<PAGE>

                                MFC BANCORP LTD.

                            2002 FIRST QUARTER REPORT

President's  Letter  to  Shareholders:

We  are  pleased  to enclose our results for the first quarter of 2002.  Our net
earnings  in  the  first  three  months of 2002 increased by approximately 23.6%
compared  to  the  same  period  in  2001.  The  following table is a summary of
selected  financial  information  concerning  MFC  for  the  periods  indicated:

<TABLE>
<CAPTION>

                           Three Months Ended               Three Months Ended
                                March 31,                         March 31,_________
                          2002            2001           2002               2001____
                       (U.S. dollars in thousands     (Canadian dollars in thousands
                        except per share amounts)        except per share amounts)
                            Information Only
<S>                    <C>            <C>             <C>               <C>
Revenue                $   34,033     $   27,895      $   54,232        $    44,002
Net income                  6,268          5,125           9,988              8,083
Net income per share:
   Basic                     0.48           0.42            0.76               0.67
   Diluted                   0.45           0.40            0.72               0.63

                        March 31,     December 31,     March 31,       December 31,
                           2002           2001   _       2002             2001____
                       (U.S. dollars in thousands)   (Canadian dollars in thousands)
                            Information Only

Cash and cash
  Equivalents          $   43,341     $   48,453      $   69,064        $    77,166
  Securities               49,603         47,598          79,043             75,805
  Total assets            248,652        247,796         396,225            394,639
  Debt                     63,714         61,535         101,529             98,000

</TABLE>

MFC  is  a  financial  services  company  that  focuses on merchant banking.  We
provide  specialized banking and corporate finance services internationally.  We
advise  clients  on  corporate  strategy  and  structure,  including mergers and
acquisitions  and  capital  raising.  In  October 2001, we expanded our merchant
banking  operations  by acquiring an Austrian trading group whose operations are
primarily  focused  on  Eastern  Europe.  We  also  commit  our  own  capital to
promising  enterprises  and invest and trade to capture investment opportunities
for  our own account.  We seek to invest in businesses or assets whose intrinsic
value  is not properly reflected in their share price or value.  Our proprietary
investing  is  generally not passive and we seek investments where our financial
expertise  and  management  can  either add or unlock value.  Our operations are
primarily  conducted  in  Europe  and  North  America.

Our experience and operating structure permits us to respond more rapidly to our
clients'  needs than many of our larger competitors.  These traits are important
to  small  and  mid-sized  business enterprises, many of which do not have large
internal corporate finance departments to handle their

                                        2

<PAGE>

capital requirements. We develop a partnership approach to assist those clients.
These activities are conducted through our wholly-owned subsidiary, MFC Merchant
Bank  S.A.,  a  fully  licensed Swiss bank. In 2002, our banking operations were
relocated  from  Geneva  to  Herisau,  Switzerland.  Since  1999,  our  banking
operations have outsourced and placed substantially all of their client deposits
with other major financial institutions on a fiduciary or trust basis and earn a
fee  on  the amount of money received from the counterparty. This is in contrast
to  most  North  American  banks, which generate revenue from the spread between
their  cost  of funds and the credit received. These fiduciary or trust deposits
are  off-balance  sheet  items  and  permit  us  to  generate  revenues  without
committing  or  tying up significant amounts of capital. These arrangements also
let  us  maintain  key  client  relationships  and mandates where we can provide
value-added advisory services and yet offer clients the capability and economies
of  scale  of  a  large  banking  institution.

We  have  established  a foundation for our financial services business and look
forward  to  continued  growth  during  the  remainder  of  2002.


                                      Respectfully  submitted,

                                      /s/ Michael J. Smith

                                      M.J. Smith
May 2002                              President

                                        3

<PAGE>

                                MFC BANCORP LTD.


                        CONSOLIDATED FINANCIAL STATEMENTS

                    FOR THE THREE MONTHS ENDED MARCH 31, 2002

                                  (UNAUDITED)

                                        4

<PAGE>

                                MFC BANCORP LTD.

                          CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                             March 31, 2002      March 31,       December 31,
                             (U.S. DOLLARS)         2002             2001____
                            INFORMATION ONLY          (CANADIAN DOLLARS)
<S>                          <C>                <C>            <C>

ASSETS
Cash and cash
  equivalents                $    43,341         $    69,064    $     77,166
Securities                        49,603              79,043          75,805
Loans                             49,025              78,121          69,737
Receivables                       26,472              42,183          44,371
Due from investment
  dealers                            312                 497             493
Commodity investments              4,193               6,681           5,447
Properties held for
  development and sale            14,067              22,415          22,480
Resource property                 23,392              37,275          37,451
Goodwill                          17,536              27,943          28,066
Equity method investments         19,257              30,686          30,898
Prepaid and other                  1,454               2,317           2,725
                             $   248,652         $   396,225    $    394,639

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
  Accounts payable and
    accrued expenses         $    19,614         $    31,255    $     41,649
  Debt                            63,714             101,529          98,000
  Future income tax
    liability                      3,100               4,940           5,348
  Deposits                         2,779               4,429             524
     Total liabilities            89,207             142,153         145,521

Minority interests                 1,947               3,103           3,121

Shareholders' Equity
  Common stock                    45,881              73,111          76,673
  Cumulative translation
    adjustment                     1,884               2,998           4,452
  Retained earnings              109,733             174,860         164,872
                                 157,498             250,969         245,997
                             $   248,652         $   396,225    $    394,639

</TABLE>


The accompanying notes are an integral part of these financial statements.

                                        5

<PAGE>

                                MFC BANCORP LTD.

          CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                  (UNAUDITED)
                (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                 2002_____
                            (U.S. DOLLARS)        2002           2001___
                           INFORMATION ONLY       (CANADIAN DOLLARS)
<S>                         <C>                <C>            <C>
Financial services
  Revenue                   $      34,033     $   54,232     $   44,002

Expenses
   Financial services              21,489         34,243         32,309
   General and
     administrative                 5,236          8,343          2,687
   Interest                         1,006          1,603            834
                                   27,731         44,189         35,830

Income before income taxes          6,302         10,043          8,172
Provision for income taxes            (43)           (69)           (76)
                                    6,259          9,974          8,096

Minority interests                      9             14            (13)
Net income                          6,268          9,988          8,083
Retained earnings,
  beginning of period             103,465        164,872        148,767
Retained earnings,
  end of period             $     109,733     $  174,860     $  156,850

Earnings per share
   Basic                    $        0.48     $     0.76     $     0.67
   Diluted                  $        0.45     $     0.72     $     0.63

Weighted average number
  of shares outstanding
    (in thousands)
   Basic                           13,165         13,165         12,103
   Diluted                         14,537         14,537         13,496

</TABLE>


The accompanying notes are an integral part of these financial statements.

                                        6

<PAGE>

                                MFC BANCORP LTD.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                           2002              2001____
<S>                                  <C>                 <C>

Operating
   Net income                        $      9,988        $     8,083
 Adjustments to reconcile net
     income to net cash
     provided by operating activities:
     Depreciation and amortization            300                492
     Gain on debt                          (1,450)                 -
   Changes in current assets and
     liabilities
     Securities                            (3,417)              (752)
     Receivables                              (26)             4,698
     Due from investment dealers              (12)            13,289
     Commodity investments                 (1,430)                 -
     Properties held for development
       and sale                              (141)              (139)
     Accounts payable and accrued
       expenses                            (9,351)             7,655
     Other                                    416               (191)
                                           (5,123)            33,135
Financing
   Net (decrease) increase in deposits      3,931            (50,545)
   Borrowings                              14,151                  -
   Debt repayments                         (8,577)                 -
   Issuance of shares
     (repurchase of shares), net           (3,563)               407
                                            5,942            (50,138)
Investing
   Net decrease (increase) in loans        (8,407)            22,537
   Other                                      (14)               (16)
                                           (8,421)            22,521

Exchange rate effect on cash
   and cash equivalents                      (500)              (575)
Net change in cash                         (8,102)             4,943
Cash and cash equivalents,
   beginning of period                     77,166             68,524

Cash and cash equivalents,
   end of period                     $     69,064        $    73,467

</TABLE>


The accompanying notes are an integral part of these financial statements.

                                        7

<PAGE>

                                MFC BANCORP LTD.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2002
                                    (UNAUDITED)

NOTE  1.  BASIS OF PRESENTATION

The  consolidated  financial statements contained herein include the accounts of
MFC  Bancorp  Ltd.  and  its  subsidiaries  (the  "Company").

The  interim  period consolidated financial statements have been prepared by the
Company  in  accordance  with Canadian generally accepted accounting principles.
The  preparation  of  financial  data  is  based  on  accounting  principles and
practices  consistent  with  those  used  in  the preparation of the most recent
annual  financial  statements.  Certain  information  and  footnote  disclosure
normally  included  in  consolidated financial statements prepared in accordance
with  generally  accepted  accounting principles have been condensed or omitted.
These  interim  period  statements  should  be  read  together  with the audited
consolidated  financial  statements  and  the accompanying notes included in the
Company's latest annual report on Form 20-F.  In the opinion of the Company, its
unaudited  interim  consolidated  financial  statements  contain all adjustments
necessary  in  order  to  present a fair statement of the results of the interim
periods  presented.

Certain  reclassifications  have  been  made  to  the  prior  period  financial
statements  to  conform  to  the  current  period  presentation.

NOTE  2.  NATURE OF BUSINESS

The  Company  is in the financial services business and its principal activities
focus  on  merchant  banking.

NOTE  3.  EARNINGS PER SHARE

The  Company adopted the Canadian Institute of Chartered Accountants' Accounting
Handbook  Section  3500, "Earnings Per Share", which is applied for fiscal years
beginning  on or after January 1, 2001.  Basic earnings per share is computed by
dividing  income available to common shareholders by the weighted average number
of  common  shares  outstanding  during  the period.  The computation of diluted
earnings  per  share  assumes the conversion, exercise or contingent issuance of
securities only when such conversion, exercise or issuance would have a dilutive
effect  on  earnings per share. The dilutive effect of convertible securities is
reflected  in  diluted  earnings  per share by application of the "if-converted"
method.  The  dilutive effect of outstanding call options and warrants and their
equivalents  is  reflected  in  diluted earnings per share by application of the
treasury  stock  method.  The  computation  of earnings per share under Canadian
generally  accepted accounting principles conforms in all material respects with
the  computation  under  U.S.  generally  accepted  accounting  principles.

                                        8

<PAGE>

NOTE  4.  GOODWILL AND OTHER INTANGIBLE ASSETS

Canadian  Institute  of Chartered Accountants' Accounting Handbook Section 3062,
"Goodwill  and  Other  Intangible  Assets",  which  is  applied for fiscal years
beginning  on  or  after  January  1,  2002,  and  establishes standards for the
recognition,  measurement,  presentation  and  disclosure  of goodwill and other
intangible  assets.  A  recognized intangible asset should be amortized over its
useful  life,  unless the life is determined to be indefinite; and an intangible
asset that is subject to amortization should be tested for impairment.  Goodwill
should  be  recognized  on an enterprise's balance sheet at the amount initially
recognized,  less  any  write-down  for  impairment.

As  prescribed  by  the  Section  3062,  the  following  table  sets  forth  the
reconciliation of reported net income to adjusted net income before amortization
of  goodwill:

<TABLE>
<CAPTION>

                                           For Three Months Ended March 31,_____
                                           2002                        2001_____
                                          (in thousands of Canadian dollars,
                                               except per share amounts)
<S>                                    <C>                        <C>

     Reported net income                  $      9,988               $     8,083
     Add back: goodwill amortization                 -                       290

     Adjusted net income                  $      9,988               $     8,373

     Basic earnings per share:
       Reported net income                $       0.76               $      0.67
       Goodwill amortization                         -                      0.02

     Adjusted net income                  $       0.76               $      0.69

     Diluted earnings per share:
       Reported net income                $       0.72               $      0.63
       Goodwill amortization                         -                      0.02

     Adjusted net income                  $       0.72               $      0.65

</TABLE>

NOTE  5.  REPORTING CURRENCY

The  Company  reports  its  results in Canadian dollars.  Certain amounts herein
have also been reported in U.S. dollars for reference purposes. Amounts reported
in  U.S.  dollars  have  been translated from Canadian dollars at a rate of U.S.
$1.00  =  Canadian  $1.5935  as at March 31, 2002, being the period-end exchange
rate  as  prescribed  by  Regulation  S-X (the accounting regulation of the U.S.
Securities  and  Exchange  Commission).

                                        9

<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

IN  THIS  DOCUMENT,  PLEASE  NOTE  THE  FOLLOWING:

  *   REFERENCES  TO  "WE",  "OUR",  "US" OR "MFC" MEAN MFC BANCORP LTD. AND ITS
      SUBSIDIARIES  UNLESS  THE  CONTEXT  OF  THE SENTENCE CLEARLY SUGGESTS
      OTHERWISE;
  *   ALL  REFERENCES  TO  MONETARY  AMOUNTS  ARE  IN  CANADIAN  DOLLARS, UNLESS
      OTHERWISE  INDICATED;
  *   THE  INFORMATION  SET  FORTH  IN  THIS QUARTERLY REPORT IS AS AT MARCH 31,
      2002,  UNLESS  AN  EARLIER  OR  LATER  DATE  IS  INDICATED;  AND
  *   SELECTED  FINANCIAL  INFORMATION  HAS  BEEN  PROVIDED  IN U.S. DOLLARS FOR
      INFORMATIONAL PURPOSES USING AN EXCHANGE RATE OF ONE CANADIAN DOLLAR BEING
      EQUAL TO  U.S. $0.6266, BEING THE FEDERAL RESERVE BANK OF NEW YORK RATE OF
      CONVERSION FOR CANADIAN DOLLARS TO U.S. DOLLARS  AS  AT  MARCH  31,  2002.

The  following discussion and analysis of the financial condition and results of
our  operations  for  the  three  months  ended March 31, 2002 should be read in
conjunction  with  the  consolidated  financial  statements  and  related  notes
included elsewhere in this quarterly report. Certain reclassifications have been
made  to  our prior period financial statements to conform to the current period
presentation.

RESULTS  OF  OPERATIONS  -  THREE MONTHS ENDED MARCH  31,  2002

In  the  three  months ended March 31, 2002, revenues increased to $54.2 million
from  $44.0  million  in  the  comparable  period  of 2001, primarily due to the
acquisition  of our trading operations in October 2001.  Revenues in the current
period  include  non-cash  gains  on  indebtedness  of  $1.5  million.  Expenses
increased  to  $44.2 million in the three months ended March 31, 2002 from $35.8
million  in  the  comparable  period  of  2001,  primarily  as  a  result of the
acquisition  of  our  trading  operations.  General  and administrative expenses
increased  to  $8.3  million  in the three months ended March 31, 2002 from $2.7
million  in  the  comparable  period of 2001, primarily as a result of increased
revenues.  Interest  expense increased to $1.6 million in the three months ended
March  31,  2002  from  $0.8  million  in  the  comparable  period  of  2001.

In the three months ended March 31, 2002, our net earnings were $10.0 million or
$0.76  per  share on a basic basis ($0.72 per share on a diluted basis).  In the
three  months  ended March 31, 2001, our net earnings were $8.1 million or $0.67
per  share  on  a  basic  basis  ($0.63  per  share  on  a  diluted  basis).

                                       10

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The  following  table  is a summary of selected financial information concerning
MFC  for  the  periods  indicated:

<TABLE>
<CAPTION>

                                     U.S. DOLLARS                  CANADIAN DOLLARS_____
                               March 31,     December 31,      March 31,    December 31,
                                2002            2001             2002  _        2001____
                                     (IN THOUSANDS)                 (IN THOUSANDS)
                                    INFORMATION ONLY
<S>                          <C>            <C>               <C>            <C>

  Cash and cash equivalents  $    43,341    $     48,453      $   69,064   $     77,166
  Securities                      49,603          47,598          79,043         75,805
  Total assets                   248,652         247,796         396,225        394,639
  Debt                            63,714          61,535         101,529         98,000

</TABLE>

We  maintain a high level of liquidity, with a substantial amount of assets held
in  cash  and  cash  equivalents,  marketable  securities  and  customer  loans
collateralized  by  marketable  securities.  The  liquid  nature of these assets
provides  us  with  flexibility  in  managing  our  business and financing. This
liquidity  is  used by us in client related services where we act as a financial
intermediary  for third parties and in our own proprietary investing activities.

At March 31, 2002, our cash and cash equivalents were $69.1 million, compared to
$77.2  million  at  December  31, 2001.  At March 31, 2002, we had securities of
$79.0  million,  compared  to  $75.8  million  at  December  31,  2001.

Operating Activities

Operating  activities  used cash of $5.1 million in the three months ended March
31,  2002,  compared to providing cash of $33.1 million in the comparable period
of  2001.  In  the three months ended March 31, 2002, an increase in receivables
used  cash of $26,000, compared a decrease in receivables providing cash of $4.7
million  in  the  comparable  period  of  2001.  An increase in amounts due from
investment  dealers  used  cash  of  $12,000 in the three months ended March 31,
2002,  compared  to  a  decrease  in same providing cash of $13.3 million in the
comparable  period  of  2001,  primarily  as  a result of the outsourcing of our
private  banking operations in 2001.  A decrease in accounts payable and accrued
expenses  used  cash  of  $9.4 million in the three months ended March 31, 2002,
compared to an increase in same providing cash of $7.7 million in the comparable
period  of  2001.  A net increase in securities used cash of $3.4 million in the
current  period,  compared to $0.8 million in the comparable period of 2001.  We
expect  to  generate  sufficient  cash  flow from operations to meet our working
capital  requirements.

Investing Activities

Investing  activities in the three months ended March 31, 2002 used cash of $8.4
million, compared to providing cash of $22.5 million in the comparable period of
2001,  primarily  as  a result of a net increase in loans outstanding during the
current  period.

                                       11

<PAGE>

Financing Activities

Financing  activities  provided  cash  of $5.9 million in the three months ended
March 31, 2002, compared to using cash of $50.1 million in the comparable period
of  2001, primarily as a result of a net decrease of approximately $50.5 million
in  banking  customer  deposits  during  2001  resulting  primarily  from  the
outsourcing  of our private banking operations.  Net borrowings provided cash of
$5.6 million in the current period, compared to nil in the comparative period of
2001,  and  were  used  primarily  to  fund  increased  lending activities.  Net
repurchases  of shares used cash of $3.6 million in the current period, compared
to  issuances of shares providing cash of $0.4 million in the comparative period
of  2001.

An unrealized foreign exchange translation loss of $0.5 million on cash and cash
equivalents  resulted primarily from the devaluation of the Swiss franc relative
to  the Canadian dollar by approximately 1.4% over the period, which is included
as  shareholder's  equity  in  our  balance  sheet  and  does not affect our net
earnings.

We  continue  to  explore  potential  acquisition  opportunities  as  a means of
expanding  our  business.  Such opportunities may involve acquisitions which are
material  in  size  and  may  require  the  raising  of  additional  capital.

FOREIGN CURRENCY

Substantially  all  of our operations are conducted in international markets and
our consolidated financial results are subject to foreign currency exchange rate
fluctuations.

We translate foreign assets and liabilities into Canadian dollars at the rate of
exchange on the balance sheet date.  Revenues and expenses are translated at the
average  rate  of  exchange  prevailing  during  the period. Unrealized gains or
losses  from  these  translations  are  recorded  as shareholders' equity on the
balance  sheet  and  do  not  affect  our  net  earnings.

As  a  substantial  amount  of  our  revenues  are received in Swiss francs, our
financial  position for any given period, when reported in Canadian dollars, can
be  significantly  affected  by  the  exchange  rate for Swiss francs prevailing
during  that  period.  In  addition,  certain  assets, liabilities, revenues and
expenses  are  denominated in U.S. dollars and Euros.  In the three months ended
March  31,  2002,  we reported approximately a net $1.5 million foreign exchange
translation  loss  and, as a result, our cumulative foreign exchange translation
gain  at  March  31, 2002 was $3.0 million, compared to $4.5 million at December
31,  2001.

We  use  derivatives to manage our exposure and our clients' exposure to foreign
currency  exchange  rate  risks.

Based  upon  the  period average exchange rate in the first quarter of 2002, the
Canadian dollar decreased by approximately 3.2% in value against the Swiss franc
and  approximately  4.2%  in  value  against  the  U.S.  dollar and increased by
approximately  0.7%  in value against the Euro, compared to the first quarter of
2001.

                                       12

<PAGE>

The  Company  reports  its  results in Canadian dollars.  Certain amounts herein
have  also  been  reported  in  U.S.  dollars  for  reference purposes.  Amounts
reported in U.S. dollars have been translated from Canadian dollars at a rate of
U.S.$1.00 = Canadian $1.5935 as at March 31, 2002, being the period-end exchange
rate  as  prescribed  by  Regulation  S-X (the accounting regulation of the U.S.
Securities  and  Exchange  Commission).

CERTAIN FACTORS

Our  results of operations may be materially affected by market fluctuations and
economic  factors.  In  addition,  our  results  of operations have been and may
continue  to  be affected by many factors of a global nature, including economic
and  market conditions, the availability of capital, the level and volatility of
equity  prices  and  interest rates, currency values, commodity prices and other
market indices, technological changes, the availability of credit, inflation and
legislative  and regulatory developments.  Our results of operations may also be
materially  affected  by  competitive  factors.  Competition  includes  firms
traditionally  engaged  in  financial services such as banks, broker-dealers and
investment dealers, along with other sources such as insurance companies, mutual
fund  groups  and  other  companies  offering  financial  services in Europe and
globally.

DERIVATIVE INSTRUMENTS

Derivatives  are  financial instruments, the payments of which are linked to the
prices,  or relationships between prices, of securities or commodities, interest
rates,  currency  exchange  rates  or other financial measures.  Derivatives are
designed  to  enable  parties  to  manage  their  exposure to interest rates and
currency exchange rates, and security and other price risks.  We use derivatives
to  provide  products and services to clients and to manage our foreign exchange
exposure  for  our  own  account.

INFLATION

We do not believe that inflation has had a material impact on revenues or income
during  the  first  quarter  of  2002.  Because our assets to a large extent are
liquid  in  nature,  they are not significantly affected by inflation.  However,
increases  in inflation could result in increases in our expenses, which may not
be readily recoverable in the price of services provided to our clients.  To the
extent  inflation results in rising interest rates and has other adverse effects
on  capital  markets,  it  could  adversely  affect  our  financial position and
profitability.

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</DOCUMENT>
</SEC-DOCUMENT>
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