SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MFC BANCORP LTD

(Last)

(First)

(Middle)

8TH FLOOR, DINA HOUSE

RUTTONJEE CTRE, 11 DUDDELL STREET

(Street)

HONG KONG SAR

000000

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/24/2004

3. Issuer Name and Ticker or Trading Symbol
EQUIDYNE CORP [ IJX (Amex) ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
common stock, par value $0.10 per share	3,738,044	I	By Sutton Park International Limited⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Note⁽²⁾⁽³⁾	04/01/2004	03/31/2009	Common stock, par value $0.10 per share	⁽²⁾⁽³⁾	⁽⁴⁾	I	By MFC Merchant Bank SA⁽⁵⁾

Explanation of Responses:

1. Sutton Park International Limited, a corporation organized under the laws of Barbados, is wholly-owned by the Reporting Person.

2. Pursuant to a credit facility agreement (the "Credit Facility Agreement") dated for reference April 1, 2004 between the Reporting Person and the Issuer, MFC Merchant Bank SA ("MFC Merchant Bank") and the Isuser, MFC Merchant Bank will make available to the Issuer, subject to the terms and conditions of the Credit Facility Agreement, until March 31, 2009, a revolving credit facility (the "Credit Facility") in the principal amount of up to $20,000,000 (the"Commitment"). As part of MFC Merchant Bank's compensation for the services to be performed by it under the Credit Facility Agreement, MFC Merchant Bank may at any time and from time to time during the term of the Agreement convert the Commitment or any portion of the Credit Facility to shares of common stock of the Issuer. (footnote continued)

3. (footnote continued) MFC Merchant Bank is not entitled to exercise rights that will cause it to own or control greater than 19.99% of the voting control of the Issuer until such time as the Issuer has received shareholder approval to do so. On August 24, 2004, upon MFC Merchant Bank exercising its conversion rights under the Credit Facility Agreement and converted $1,575,000 of the Commitment at a rate of exchange of $0.50 per share, the Issuer issued to MFC Merchant Bank 3,150,000 shares in the common stock and pursuant to a transfer agreement dated August 24, 2004 beween MFC Merchant Bank and Sutton Park International Limited, MFC Merchant Bank transferred its 3,150,000 shares to Sutton Park International Limited at the same price of $0.50 per share for a total price of $1,575,000.

4. The rate of exchange for purposes of calculating the number of shares in the common stock of the Issuer to be exchanged for the Commitment or a portion should be as follows: (amount of Commitment to be converted) divided by (the ten day average of the closing price of the stock of the Issuer).

5. MFC Merchant Bank SA, a bank organized under the laws of Switzerland, is wholly-owned by the Reporting Person.

	/s/ Michael Smith	08/31/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.