MFCB Mfc Bancorp Ltd.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 20-F/A

AMENDMENT NO. 1

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2017

 

Commission file number 001-04192

 

 

(Exact name of Registrant as specified in its charter)

 

Cayman Islands

(Jurisdiction of incorporation or organization)

 

2-4 Merrion Row, Dublin 2, Ireland

(Address of executive office)

 

Michael J. Smith c/o MFC Financial Ltd. 2-4 Merrion Row Dublin 2, Ireland Telephone: +1 844 331 3343 Facsimile: + 353 1 676 6824

with a copy to: H.S. Sangra Sangra Moller LLP 1000 Cathedral Place, 925 West Georgia Street Vancouver, British Columbia , Canada V6C 3L2 Facsimile: +1 604-669-8803

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class		Name of each exchange on which registered
Common Shares		New York Stock Exchange

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None.

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.

 

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

 

There were 12,534,801 C ommon Shares of US$0.001 par value each issued and outstanding as of December 31, 2017.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ¨  YES      x  NO

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.    ¨  YES      x  NO

 

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   x  YES      ¨  NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of "large accelerated filer, "accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer     ¨	Accelerated filer ¨	Non-accelerated filer x
		Emerging growth company ¨

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.    ¨

 

†The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

 

U.S. GAAP   ¨

International Financial Reporting Standards as issued by the International Accounting Standards Board    x

Other   ¨

 

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ¨  Item 17      ¨  Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)   ¨  YES x  NO  

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to the Annual Report on Form 20-F for the fiscal year ended December 31, 2017, which was originally filed with the Securities and Exchange Commission on April 10, 2018 (the "Original 2017 Form 20-F"), is being filed solely to add Exhibit 101 to Item 19 "Exhibits" and furnish the Interactive Data File disclosed as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 includes information in eXtensible Business Reporting Language (XBRL) and was not previously filed.

 

Except as described above, this Amendment No. 1 does not, and does not purport to, amend, update or restate any information set forth in the Original 2017 Form 20-F, and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to April 10, 2018.

 

 

ITEM 19:  EXHIBITS

 

The following attached exhibits are furnished as part of this Amendment No. 1 to the Annual Report on Form 20-F:

 

Exhibit Number	Description
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

 

 

SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the Annual Report on Form 20-F on its behalf.

 

Date: May 8, 2018

	MFC BANCORP LTD.
	/s/ Samuel Morrow
	Samuel Morrow
	Chief Financial Officer