Scully Royalty Ltd. — Major Shareholding Notification 2003

May 2, 2003

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Equidyne Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.10 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 29442R105 - -------------------------------------------------------------------------------- (CUSIP Number) Michael J. Smith c/o MFC Bancorp Ltd. Floor 21, Millenium Tower, Handelskai 94-96, A-1200, Vienna, Austria Telephone (431) 240-25102 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 30, 2003 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Page 2 of 6 Pages CUSIP No. 29442R105 ---------------------------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons MFC BANCORP LTD. ------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3) SEC Use Only ---------------------------------------------------------- 4) Source of Funds 00 ------------------------------------------------------ 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ------------------------------------------------------------------------- 6) Citizenship or Place of Organization YUKON TERRITORY, CANADA ------------------------------- Number of (7) Sole Voting Power 1,304,233 Shares Bene- ---------------------- ficially (8) Shared Voting Power 0 Owned by -------------------- Each Reporting (9) Sole Dispositive Power 100 Person ----------------- With (10) Shared Dispositive Power 0 --------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,304,233 ------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 8.7% ------------- 14) Type of Reporting Person CO -------------------------------------------- Page 3 of 6 Pages ITEM 1. SECURITY AND ISSUER. This Statement relates to shares of common stock, par value $0.10 per share (the "Shares") of Equidyne Corporation (the "Corporation"). The principal executive offices of the Corporation are located at 11770 Bernardo Plaza Ct., Suite 351, San Diego, California 92128. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed on behalf of MFC Bancorp Ltd. ("MFC"). MFC operates in the financial services segment and has an address at Floor 21, Millenium Tower, Handelskai 94-96, A-1200, Vienna, Austria. See Item 6 on page 2 of this Schedule 13D for the jurisdiction of organization of MFC. The following table lists the names, citizenships, principal business addresses and principal occupations of the executive officers and directors of MFC.

During the last five years, neither MFC nor, to its knowledge, any of its officers or directors, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor have they been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Page 4 of 6 Pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On April 30, 2003, MFC and Concord Effekten AG ("Concord") entered into an agreement (the "Agreement") dated April 29, 2003 pursuant to which Concord agreed that, with relation to the 2003 annual meeting of stockholders of the Corporation and any other meeting of the Corporation or any adjournment or postponement held prior to June 30, 2004 (the "2003 Meeting"), Concord would provide to MFC, upon request, any proxies or otherwise take such actions as may be required or desirable to vote the 1,200,000 Shares of the Corporation plus any other Shares of the Corporation held by Concord at the time of the 2003 Meeting in favour of any nominees for election as directors of the Corporation put forth by MFC and otherwise vote such Shares as directed by MFC with respect to any proposal before the stockholders of the Corporation. The Agreement is filed as Exhibit 1 to this Schedule 13D and is incorporated herein by reference. ITEM 4. PURPOSE OF TRANSACTION. MFC was granted voting rights with respect to the 1,200,000 Shares plus any other Shares of the Corporation held by Concord at the time of the 2003 meeting in connection with the Agreement whereby MFC was given the authority to direct the voting of Shares held by Concord. Concord granted MFC voting power over the Shares to allow MFC to actively influence the strategy and policy of the Corporation, including potentially electing MFC's slate of directors who may be able to preserve and enhance shareholder value more effectively than the current state of directors of the Corporation. Except as otherwise disclosed, neither MFC nor, to the knowledge of MFC, any of its directors or executive officers, have the intention of acquiring beneficial ownership over additional Shares, although MFC reserves the right to make additional purchases on the open market, in private transactions and from treasury. As part of MFC's ongoing review of its interest in the Shares, MFC is currently exploring and may explore from time to time in the future a variety of alternatives, including, without limitation: (a) the acquisition of securities of the Corporation or the disposition of securities of the Corporation; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Corporation or its subsidiaries; (c) a sale or transfer of a material amount of assets of the Corporation or any of its subsidiaries; (d) a change in the present Board of Directors or management of the Corporation; (e) any material change in the present capitalization of the Corporation; (f) any other material change in the Corporation's business or corporate structure; or (g) any action similar to any of those enumerated above. There is no assurance that MFC will develop any plans or proposals with respect to any of the foregoing matters. Any alternatives which MFC may pursue will depend on a variety of factors, including, without limitation, current and anticipated future trading prices for the securities of the Corporation, the financial condition, results of operations and prospect of the Corporation and general economic, financial market and industry conditions. MFC intends to request, and will be seeking, representation on the Board of Directors of the Corporation either through appointment or shareholders' meeting, which may result in a change in the management of the Corporation. Page 5 of 6 Pages Except as otherwise disclosed, neither MFC nor, to the knowledge of MFC, any of its directors or executive officers, have any plans or proposals to effect any of the transactions listed in Item 4(a) - (j) of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As a result of the Agreement, MFC has the sole power to direct the vote of, and accordingly has beneficial ownership of, in aggregate 1,304,233 Shares, representing approximately 8.7% of the Corporation's issued and outstanding Shares. Concord retains the right to direct the receipt of proceeds from, and the proceeds from the sale of, the 1,304,133 Shares subject to the Agreement. To the knowledge of MFC, none of its directors or executive officers have any power to vote or dispose of any Shares of the Corporation, nor did they, or MFC, effect any transactions in such Shares during the past 60 days, except as disclosed herein. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In addition to being granted voting rights over the 1,304,133 Shares, MFC was granted an option to purchase up to 485,844 of the Shares held by Concord exercisable at any time until the earlier of the date that is 60 days after the date of the 2003 Meeting and August 31, 2003 for an exercise price of $0.45 per share. MFC was also granted a right of first refusal pursuant to and for the term of the Agreement to purchase all, but not less than all, of any Shares which Concord proposes to sell to an arm's length purchaser. The Agreement is filed as Exhibit 1 to this Schedule 13D and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Number Description -------------- ----------- 1 Agreement between MFC Bancorp Ltd. and Concord dated April 29, 2003. Page 6 of 6 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. MFC BANCORP LTD. By: /s/ Roy Zanatta --------------------------------- (Signature) Roy Zanatta, Secretary --------------------------------- (Name and Title) May 2, 2003 --------------------------------- (Date) Exhibit Number Description -------------- ----------- 1 Agreement between MFC Bancorp Ltd. and Concord dated April 29, 2003.