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<SEC-DOCUMENT>0000016859-03-000019.txt : 20030602
<SEC-HEADER>0000016859-03-000019.hdr.sgml : 20030602
<ACCEPTANCE-DATETIME>20030530183525
ACCESSION NUMBER:		0000016859-03-000019
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20030530
FILED AS OF DATE:		20030602

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:			B0
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04192
		FILM NUMBER:		03726891

	BUSINESS ADDRESS:	
		STREET 1:		FLOOR 21, MILLENIUM TOWER
		STREET 2:		HANDELSKAI 94-96
		CITY:			A-1200 VIENNA
		STATE:			C4
		BUSINESS PHONE:		43 1 240 25 300

	MAIL ADDRESS:	
		STREET 1:		FLOOR 21, MILLENIUM TOWER
		STREET 2:		HANDELSKAI 94-96
		CITY:			A-1200 VIENNA
		STATE:			C4

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

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

	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 2003


                                MFC BANCORP LTD.
             (Exact Name of Registrant as specified in its charter)

      FLOOR 21, MILLENNIUM TOWER, HANDELSKAI 94-96, A-1200, VIENNA, AUSTRIA
                              011 (43) 1 24025 102
              (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 if the Registrant is submitting the Form 6-K in paper as
permitted  by  Regulation  S-T  Rule  101(b)(1):
                                                  ---

Indicate  by check mark if the Registrant is submitting the Form 6-K in paper as
permitted  by  Regulation  S-T  Rule  101(b)(7):
                                                  ---

Indicate  by  check mark whether by furnishing the information contained in this
Form,  the  Registrant  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>

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

                                [GRAPHIC OMITED]



                                 MFC BANCORP LTD.



                            2003 FIRST QUARTER REPORT
                                 TO SHAREHOLDERS


                                 MARCH 31, 2003


                           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 are set out in reports and other documents that we file with or
furnish  to  the  U.S.  Securities and Exchange Commission from time to time and
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.  Unless  required  by  law,  we  do  not assume any obligation to update
forward-looking  statements  based  on  unanticipated  events  or  changes  in
expectations.  However,  you  should  carefully  review  the  reports  and other
documents  that  we  file  with  or  furnish to the U.S. Securities and Exchange
Commission  from  time  to  time.

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

<PAGE>

                                MFC BANCORP LTD.

                            2003 FIRST QUARTER REPORT

President's  Letter  to  Shareholders:

We  are  pleased  to  enclose  our  results  for  the first quarter of 2003. Our
revenues  in  the  first  three  months  of  2003 increased by approximately 53%
compared  to  the  same  period  in  2002,  primarily  as  a result of increased
operations.  The  current  global  economic  slowdown  has  presented us with an
increased  amount  of  merchant  banking  opportunities. Further, in the current
quarter,  the  Euro appreciated by approximately 16% versus the Canadian dollar,
compared  to  the  first  quarter  of  2002. 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,
                                    -------------------------------     ----------------------------------
                                       2003                 2002            2003                  2002
                                    ----------           ----------     -------------         ------------
                                      (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                             $  56,400            $  34,033      $  82,868             $  54,232
Net income                              6,682                6,268          9,818                 9,988
Net income per share:
 Basic                                   0.52                 0.48           0.77                  0.76
 Diluted                                 0.50                 0.45           0.73                  0.72

                                     March  31,          December 31,    March 31,            December 31,
                                        2003                 2002           2003                   2002
                                    ------------         ------------   -----------           ------------
                                       (U.S. dollars in thousands)        (Canadian dollars in thousands)
                                            Information Only

Cash and cash equivalents           $  61,844            $  64,835      $  90,867             $ 102,413
Securities                             43,291               39,661         63,607                62,649
Total assets                          306,083              282,712        449,728               446,574
Debt                                   53,190               43,554         78,152                68,798

</TABLE>

The  net  earnings for the three-month period ended March 31, 2003, after taxes,
were $9.8 million or $0.73 per share on a fully diluted basis, compared to $10.0
million  or  $0.72  per  share  on a fully diluted basis in the prior year.

We are an international merchant banking company. Merchant banking encompasses a
broad  spectrum  of activities related to the integrated combination of banking,
trading  and  financing  commercial  trade  and  proprietary  investing.

Our  merchant  banking  activities  provide  specialized  banking  and corporate
finance  services  and  advise  clients  on  corporate  strategy  and structure,
including  mergers  and  acquisitions  and  capital  raising.  They also include
proprietary  trading  in  commodities  and  natural  resources  and  proprietary

                                        2

<PAGE>

investing  of  our  own  capital  in enterprises to realize long-term or trading
gains. Such investing is generally  in  businesses  or  assets  whose  intrinsic
value is not properly reflected in their share or other price, often as a result
of  financial  or  other  distress affecting them. Such proprietary investing is
generally  not passive and we seek investments where our financial expertise and
management  can  add  or unlock value. Proprietary investments are generated and
made  as  part  of our overall merchant banking activities and are realized upon
over  time.

We  have  established  a  firm foundation for our operations and look forward to
continued  growth  during  the  remainder  of  2003.


                                             Respectfully  submitted,


                                             [GRAPHIC  OMITED]


                                             M.J.  Smith
May  2003                                    President


                                        3

<PAGE>

                                MFC BANCORP LTD.



                        CONSOLIDATED FINANCIAL STATEMENTS

                    FOR THE THREE MONTHS ENDED MARCH 31, 2003

                                   (UNAUDITED)


                                        4

<PAGE>

                                MFC BANCORP LTD.

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                          MARCH 31, 2003      MARCH 31,    DECEMBER 31,
                                         ----------------       2003           2002
                                          (U.S. DOLLARS)      ---------    ------------
                                         INFORMATION ONLY         (CANADIAN DOLLARS)

<S>                                      <C>                  <C>          <C>
ASSETS
Cash and cash equivalents                $  61,844            $  90,867    $ 102,413
Securities                                  43,291               63,607       62,649
Loans                                       49,228               72,330       77,879
Receivables                                 51,405               75,530       53,955
Commodity investments                       11,141               16,370       13,172
Properties held for sale                    46,191               67,868       72,959
Resource property                           24,890               36,571       36,747
Goodwill                                    10,966               16,113       16,412
Equity method investments                    5,388                7,917        7,917
Prepaid and other                            1,739                2,555        2,471
                                         ---------            ---------    ---------
                                         $ 306,083            $ 449,728    $ 446,574
                                         =========            =========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
 Accounts payable and accrued expenses   $  32,040            $  47,077    $  47,279
 Debt                                       53,190               78,152       68,798
 Future income tax liability                   135                  198          258
 Deposits                                   26,830               39,421       39,198
                                         ---------            ---------    ---------
     Total liabilities                     112,195              164,848      155,533
                                         ---------            ---------    ---------

Minority interests                           3,893                5,720        5,751

Shareholders' Equity
 Common stock                               47,825               70,269       70,269
 Cumulative translation adjustment           1,895                2,785       18,733
 Retained earnings                         140,275              206,106      196,288
                                         ---------            ---------    ---------
                                           189,995              279,160      285,290
                                         ---------            ---------    ---------
                                         $ 306,083            $ 449,728    $ 446,574
                                         =========            =========    =========

</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, 2003 AND 2002
                                   (UNAUDITED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                           MARCH 31,
                                             2003                    MARCH 31,
                                        ----------------     -------------------------
                                         (U.S. DOLLARS)        2003             2002
                                        INFORMATION ONLY     ---------       ---------
                                                                 (CANADIAN DOLLARS)
<S>                                      <C>                 <C>              <C>
Financial services revenue               $  56,400           $  82,868       $  54,232

Expenses
 Financial services                         46,284              68,005          34,243
 General and administrative                  2,913               4,280           8,343
 Interest                                      570                 837           1,603
                                         ---------           ---------       ---------
                                            49,767              73,122          44,189
                                         ---------           ---------       ---------

Income before income taxes                   6,633               9,746          10,043
Recovery of (provision for) income taxes        32                  47             (69)
                                         ---------           ---------       ---------
                                             6,665               9,793           9,974

Minority interests                              17                  25              14
                                         ---------           ---------       ---------
Net income                                   6,682               9,818           9,988
Retained earnings, beginning of period     133,593             196,288         164,872
                                         ---------           ---------       ---------
Retained earnings, end of period         $ 140,275           $ 206,106       $ 174,860
                                         =========           =========       =========

Earnings per share
 Basic                                   $    0.52           $    0.77       $    0.76
                                         =========           =========       =========
 Diluted                                 $    0.50           $    0.73       $    0.72
                                         =========           =========       =========

</TABLE>

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

                                        6

<PAGE>

                                MFC BANCORP LTD.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                     MARCH 31,
                                                           -----------------------------
                                                              2003                2002
                                                           ---------          ----------
<S>                                                        <C>                 <C>
Operating
 Net income                                               $   9,818            $  9,988
 Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation and amortization                              303                 300
     Minority interests                                         (17)                (25)
     Gain on debt reduction                                       -              (1,450)
     Exchange adjustments                                    (4,515)                (91)
     Gain on sales of assets                                 (5,402)                  -
 Changes in current assets and liabilities
     Securities                                              (3,533)             (3,417)
     Receivables                                             (2,907)             (2,670)
     Commodity receivables                                  (15,179)              2,644
     Due from investment dealers                                  -                 (12)
     Commodity investments                                   (3,674)             (1,430)
     Properties held for sale                                   (11)               (141)
     Accounts payable and accrued expenses                    1,560              (9,351)
     Other                                                     (254)                532
                                                          ---------           ---------
                                                            (23,811)             (5,123)
Financing
 Net increase in deposits                                     2,455               3,931
 Borrowings                                                  13,064              14,151
 Debt repayments                                               (599)             (8,577)
 Issuance of shares, net of repurchases                           -              (3,563)
                                                          ---------           ---------
                                                             14,920               5,942
Investing
 Net (increase) decrease in loans                             2,049              (8,407)
 Purchases of long-term investments                            (215)                  -
 Other                                                         (152)                (14)
                                                          ---------           ---------
                                                              1,682              (8,421)

Exchange rate effect on cash and cash equivalents            (4,337)               (500)
                                                          ---------           ---------
Net change in cash                                          (11,546)             (8,102)
Cash, opening balance                                       102,413              77,166
                                                          ---------           ---------
Cash, ending balance                                      $  90,867           $  69,064
                                                          =========           =========

</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 MONTH PERIOD ENDED MARCH 31, 2003
                                   (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".  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>

The  weighted  average  number  of  shares  (in  thousands)  outstanding for the
purposes of calculating basic earnings per share was 12,832 for the three months
ended  March 31, 2003 and 13,165 for the three months ended March 31, 2002.  The
weighted average number of shares (in thousands) outstanding for the purposes of
calculating  diluted  earnings  per  share was 13,938 for the three months ended
March  31,  2003  and  14,537  for  the  three  months  ended  March  31,  2002.

NOTE  4.  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  $1.4693  as at March 31, 2003, 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,
    2003,  unless  an  earlier  or  later  date  is  indicated;  and

*   selected  financial  information  has  been  provided  in U.S. dollars for
    informational  purposes only using an exchange rate of one Canadian dollar
    being  equal  to  U.S.  $0.6805,  being  the  Federal  Reserve  Bank  of
    New York rate of conversion  for  Canadian  dollars  to  U.S.  dollars  as
    at  March  31,  2003.

The  following discussion and analysis of the financial condition and results of
our  operations  for  the  three  months  ended March 31, 2003 should be read in
conjunction  with  the  consolidated  financial  statements  and  related  notes
included  in  this quarterly report, as well as our most recent annual report on
Form 20-F for the fiscal year ended December 31, 2002. Certain reclassifications
have  been  made  to  our  prior  period  financial statements to conform to the
current  period  presentation.

RESULTS  OF  OPERATIONS

Operating  Results
- ------------------

We are a highly integrated international financial services company that focuses
on  merchant  banking.  We  provide  specialized  banking  and corporate finance
services  internationally.  These activities are primarily conducted through our
wholly-owned  banking  subsidiary.  Our  merchant  banking  activities include a
European  trading group focused on trading commodities and natural resources. We
also  commit  our  own capital to promising enterprises and invest and otherwise
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  investing  is  generally  not  passive.  We  seek
investments  where  our  financial  expertise  and  management can add or unlock
value.

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, other
companies offering financial services in Europe and globally and other trade and
finance  companies.

                                       10

<PAGE>

Our  results of operations for any particular period may also be affected by our
realization  on  proprietary investments. These investments are made to maximize
total  return through long-term appreciation and recognized gains on divestment.
We  can  realize  on  our  proprietary  investments through a variety of methods
including  sales,  capital  restructuring  or  other  forms  of  divestment.

The  international  and integrated nature and focus of our business has resulted
in a relatively low net rate of income tax.  In the three months ended March 31,
2003,  we  had  a  net  tax  recovery.

In  recent  years, the financial services industry has experienced consolidation
and  convergence  as  financial  institutions  involved  in  a broad spectrum of
services  have  merged  or  combined.  The  trend  to consolidate is expected to
continue and produce global financial institutions with much greater capital and
other  resources  than  we  have.  As  a  result of the economic and competitive
factors  discussed  above, our results of operations may vary significantly from
period  to  period.  We  intend  to manage our business for the long-term and to
mitigate  the  effects  of  such  factors  by  focusing  on our core operations.

Three Months Ended March 31, 2003 Compared to the Three Months Ended March 31,
- ------------------------------------------------------------------------------
2002
- ----

In the three months ended March 31, 2003, our revenues increased by 53% to $82.9
million  from  $54.2  million in the comparable period of 2002, primarily due to
increased  operations.  The  current  global economic slowdown has increased the
potential  amount  of  merchant  banking  opportunities. Further, based upon the
period  average  exchange rates in the first quarter of 2003, the Euro increased
by  approximately 16% in value against the Canadian dollar and approximately 22%
in  value against the U.S. dollar, compared to the period average exchange rates
in  the  first  quarter  of  2002.

In  the  three  months ended March 31, 2003, expenses increased to $73.1 million
from  $44.2  million  in the comparable period of 2002, primarily as a result of
increased  revenues  resulting  from the increase  in  our  operations  and  the
appreciation  of  the  Euro. In the current quarter, financial services expenses
increased to $68.0 million from $34.2 million in the comparable quarter of 2002.
General  and  administrative  expenses  decreased  to  $4.3 million in the three
months  ended March 31, 2003 from $8.3 million in the comparable period of 2002,
primarily  due  to  the effect of the appreciation of the Canadian dollar versus
the  U.S.  dollar  on our U.S. dollar denominated liabilities. Such appreciation
resulted  in  an  approximately  $3.9  million  reduction  to  our  general  and
administrative  expenses  when  our  U.S.  dollar  denominated  liabilities were
reported  in  Canadian  dollars  at the period end exchange rate. In the quarter
ended  March  31,  2003,  we  recognized  a $5.4 million gain from the sale of a
partial interest in a proprietary investment. In the comparable quarter of 2002,
we  recognized  a  $1.5  million  gain on indebtedness of a subsidiary. Interest
expense  decreased to $0.8 million in the three months ended March 31, 2003 from
$1.6  million  in  the  comparable  period  of  2002, primarily as a result of a
decrease  in  outstanding  indebtedness  during  the  current  quarter.

In the quarter ended March 31, 2003, our net earnings were $9.8 million or $0.77
per  share  on  a  basic basis ($0.73 per share on a diluted basis), compared to
$10.0  million or $0.76 per share on a basic basis ($0.72 per share on a diluted
basis)  in  the  quarter  ended  March  31,  2002.

                                       11

<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,
                                  2003              2002            2003            2002
                                ---------       ------------      ---------     ------------
                                       (IN THOUSANDS)                   (IN THOUSANDS)
                                      INFORMATION ONLY
<S>                             <C>             <C>               <C>           <C>
Cash and cash equivalents       $  61,844       $  64,835         $  90,867     $  102,413
Securities                         43,291          39,661            63,607         62,649
Total assets                      306,083         282,712           449,728        446,574
Debt                               53,190          43,554            78,152         68,798

</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, 2003, our cash and cash equivalents were $90.9 million, compared to
$102.4  million  at  December 31, 2002.  At March 31, 2003, we had securities of
$63.6  million,  compared  to  $62.6  million  at  December  31,  2002.

As  part  of our merchant banking activities, we establish, utilize and maintain
various  kinds  of  credit  lines and facilities with other banks, insurers, and
trade  finance  providers.  Most  of  these  facilities  are  short-term.  These
facilities  are  primarily  used   for  structured  trade   financing,  accounts
receivable  financing  and letters of credit. Such facilities are drawn upon and
used  for  specific  trading transactions. These credit facilities are generally
secured  by  the  subject  matter  of  a  proposed  transaction,  being either a
receivable  or  the  underlying  commodity  or natural resource being traded. We
often  further  enhance  the  credit  of  such  facilities through credit and/or
performance  insurance  provided  by  governmental and/or private insurers. Such
trade  finance  insurance  is  often   layered  with   varying  limitations  and
exceptions.  The  amounts  drawn  under the credit facilities fluctuate with the
kind  and  level of commodities and natural resources trading transactions being
undertaken  by  us.  As  such  transactions  are settled, proceeds are generally
applied  to  first  settle  amounts  drawn  under  such  credit  facilities.

We  have  debt  maturities  of  $5.5  million  in the remainder of 2003 and $4.4
million  in 2004, excluding the credit lines and facilities used for commodities
and  natural  resources  trading.  We  expect such maturing debt to be satisfied
primarily through  cash  on  hand  and  cash  flow from operations. Much of such
maturing  debt  may  either  subsequently  be  made  re-available  to  us by the
applicable  financial institution or we may replace such facilities with similar
facilities  depending  upon  our  trading  and  capital  requirements.

                                       12

<PAGE>

Operating  Activities
- ---------------------

Operating  activities used cash of $23.8 million in the three months ended March
31,  2003, compared to $5.1 million in the three months ended March 31, 2002. In
the  three  months ended March 31, 2003, changes in securities used cash of $3.5
million,  compared  to $3.4 million in the three months ended March 31, 2002. An
increase  in  receivables  used  cash  of $2.9 million in the three months ended
March  31,  2003,  compared  to $2.7 million in the three months ended March 31,
2002.  An  increase  in  commodity receivables used cash of $15.2 million in the
three  months  ended  March  31,  2003,  compared  to  a  decrease  in commodity
receivables  providing  cash of $2.6 million in the three months ended March 31,
2002,   resulting  primarily   from  increased  activities  in  our  operations.
An  increase  in  commodity  investments  used cash of $3.7 million in the three
months  ended March 31, 2003, compared to $1.4 million in the three months ended
March  31,  2002,  resulting  primarily  from the increase in our operations. An
increase  in accounts payable and accrued expenses provided cash of $1.6 million
in  the  three months ended March 31, 2003, compared to a decrease in same using
cash  of  $9.4  million  in  the three months ended March 31, 2002. We expect to
generate  sufficient  cash  flow from operations to meet our working capital and
other  requirements.

Investing  Activities
- ---------------------

Investing  activities  provided  cash  of $1.7 million in the three months ended
March 31, 2003, compared to using cash of $8.4 million in the three months ended
March  31,  2002.  In  the  three months ended March 31, 2003, a net decrease in
loans  provided  cash of $2.0 million, compared to a net increase in loans using
cash  of $8.4 million in the three months ended March 31, 2002. The net purchase
of  long-term  securities  used  cash  of $0.2 million in the three months ended
March  31,  2003.

Financing  Activities
- ---------------------

Net  cash provided by financing activities was $14.9 million in the three months
ended  March  31, 2003, compared to $5.9 million in the three months ended March
31,  2002.  Net  borrowings  provided  cash of $12.5 million in the three months
ended  March  31, 2003, compared to $5.6 million in the three months ended March
31,  2002.  In the three months ended March 31, 2003, a net increase in deposits
provided  cash  of  $2.5  million,  compared to $3.9 million in the three months
ended  March  31,  2002. The net repurchase of common shares in the three months
ended  March  31,  2002  used  cash  of  $3.6  million.

We  had  no  material  commitments  to acquire assets or operating businesses at
March  31,  2003. We anticipate that there will be acquisitions of businesses or
commitments  to  projects  in  the  future.  To  achieve  our long-term goals of
expanding  our  assets  and  earnings,  including  through acquisitions, we will
require substantial capital resources. The necessary resources will be generated
from  cash  flow  from  operations,  cash on hand, borrowing against our assets,
sales  of  proprietary  investments  or  the  issuance  of  securities.

                                       13

<PAGE>

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 of our subsidiaries, other than
those  denominated  in  Canadian  dollars,  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 Euros and Swiss francs,
our  financial position for any given period, when reported in Canadian dollars,
can be significantly affected by the fluctuation of exchange rates for Euros and
Swiss  francs  during  that  period.  In  addition, certain assets, liabilities,
revenues  and  expenses are denominated in U.S. dollars, Swiss francs and Euros.
In  the three months ended March 31, 2003, we reported approximately a net $15.9
million  unrealized  foreign  exchange  translation  loss  and, as a result, our
cumulative foreign exchange translation gain at March 31, 2003 was $2.8 million,
compared  to  $18.7  million  at  December  31,  2002.

We  use  derivatives to manage our exposure and our clients' exposure to foreign
currency  exchange  rate  risks.  At March 31, 2003, we did not hold any forward
foreign  exchange  contracts  for  our  own  account.

Based  upon  the period average exchange rates in the first quarter of 2003, the
Canadian  dollar  decreased  in  value  by approximately 16% against each of the
Swiss franc and the Euro, and increased in value by approximately 5% against the
U.S.  dollar, compared to the period average exchange rates in the first quarter
of  2002.

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 $1.4693 as at March 31, 2003, 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  primary  risks  are  transaction  risks,  credit or counterparty risks and
market  risks. In addition, we have been and may continue to be affected by many
other  factors,  including,  but  not  limited  to:  (i)  economic  and  market
conditions,  including  the liquidity of capital markets; (ii) the volatility of
market  prices,  rates  and  indices;  (iii)  the  timing  and  volume of market
activity;  (iv)  competition;  (v)  legal  and regulatory risks; (vi) inflation;
(vii)  the  cost  of capital, including interest rates; (viii) political events,
including  legislative,  regulatory  and  other  developments;  (ix) competitive
forces,  including  our  ability  to  attract  and retain personnel; (x) support
systems;  and  (xi)  investor sentiment. For more information on these risks and
other factors that affect us and our operating results, see our annual report on
Form  20-F  for  the  year  ended  December  31,  2002.

                                       14

<PAGE>

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.  At March 31, 2003, we did not hold any derivative
contracts  for  our own account.  For more information, see our annual report on
Form  20-F  for  the  year  ended  December  31,  2002.

INFLATION

We do not believe that inflation has had a material impact on revenues or income
during  the  first  quarter  of  2003.  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.

CRITICAL  ACCOUNTING  POLICIES

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles requires our management to make estimates and assumptions
that  affect  the  reported  amounts of assets and liabilities and disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and expenses during the reporting periods.

Our  management  routinely  makes  judgments  and estimates about the effects of
matters  that  are  inherently  uncertain.  As  the  number  of  variables  and
assumptions  affecting  the  probable  future  resolution  of  the uncertainties
increase,  these  judgments  become  even  more  subjective and complex. We have
identified  certain  accounting  policies  that  are  the  most important to the
portrayal  of  our  current  financial  condition  and  results  of  operations.

For  more  information  about  our  critical accounting policies, see our annual
report  on  Form  20-F  for  the  year  ended  December  31,  2002.

                                       15

<PAGE>

                                   SIGNATURES


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.


Registrant   MFC BANCORP LTD.
             --------------------------------

By          /s/ Michael J. Smith
            ---------------------------------
            MICHAEL J. SMITH, PRESIDENT

Date        May 30, 2003
            ---------------------------------


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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