UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 3) Under the Securities Exchange Act of 1934 EURO TRADE & FORFAITING, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 29870X 10 3 (CUSIP Number) Michael J. Smith Suite 1620, 400 Burrard Street Vancouver, British Columbia Canada V6C 3A6 Telephone (604) 683-5767 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 12, 2001 (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 [ ]. CUSIP No. 29870X 10 3 ------------------------ 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 840,000 --------------------- Shares Bene- ficially (8) Shared Voting Power 1,462,663 -------------------- Owned by Each Reporting (9) Sole Dispositive Power 840,000 ---------------- Person With (10) Shared Dispositive Power 1,462,663 -------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,302,663 ----------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ------------------------------------------------------------------------ 13) Percent of Class Represented by Amount in Row (11) 9.9% ---------- 14) Type of Reporting Person CO ----------------------------------------- CUSIP No. 29870X 10 3 ---------------------------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons PINE RESOURCES CORPORATION --------------------------------------------- 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 BRITISH COLUMBIA, CANADA ------------------------------ Number of (7) Sole Voting Power 0 ---------------------- Shares Bene- ficially (8) Shared Voting Power 1,260,000 ------------------- Owned by Each Reporting (9) Sole Dispositive Power 0 ---------------- Person With (10) Shared Dispositive Power 1,260,000 -------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,260,000 ----------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ------------------------------------------------------------------------ 13) Percent of Class Represented by Amount in Row (11) 5.5% ----------- 14) Type of Reporting Person CO ----------------------------------------- CUSIP No. 29870X 10 3 ---------------------------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons PARKLAND VENTURES LIMITED --------------------------------------------- 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 BRITISH VIRGIN ISLANDS ------------------------------ Number of (7) Sole Voting Power 0 ---------------------- Shares Bene- ficially (8) Shared Voting Power 1,260,000 ------------------- Owned by Each Reporting (9) Sole Dispositive Power 0 ---------------- Person With (10) Shared Dispositive Power 1,260,000 -------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,260,000 ----------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ------------------------------------------------------------------------ 13) Percent of Class Represented by Amount in Row (11) 5.5% ----------- 14) Type of Reporting Person CO ----------------------------------------- This amendment No. 3 to Schedule 13D (the "Amendment No. 3") amends the Schedule 13D of MFC Bancorp Ltd. ("MFC") dated February 15, 2000 (the "Schedule 13D"), the Amendment No. 1 of MFC dated November 29, 2000 to the Schedule 13D (the "Amendment No. 1") and the Amendment No. 2 of MFC dated March 7, 2001 to the Amendment No. 1 (the "Amendment No. 2"), and is being filed by MFC, Pine Resources Corporation ("Pine") and Parkland Ventures Limited ("Parkland") to report their securityholdings of Euro Trade & Forfaiting, Inc. ("Euro Trade"). ITEM 1. SECURITY AND ISSUER. This Amendment No. 3 relates to the shares (the "Shares") of common stock with a $0.001 par value each of Euro Trade, a Utah corporation having a principal executive office at Suite 1620, 400 Burrard Street, Vancouver, British Coumbia, Canada, V6C 3A6. ITEM 2. IDENTITY AND BACKGROUND. This Amendment No. 3 is filed on behalf of MFC, Pine and Parkland. MFC operates in the financial services business and has an address at 17 Dame Street, Dublin 2, Ireland. Pine is an approximately 51%-owned subsidiary of MFC that is primarily engaged in the acquisition, exploration, development and production of natural gas and crude oil properties and has a principal business and office address at 1620, 400 Burrard Street, Vancouver, British Columbia, Canada, V6C 3A6. Parkland is a wholly-owned subsidiary of Pine with investment holdings and has an office address at 1620, 400 Burrard Street, Vancouver, British Columbia,Canada, V6C 3A6. See item 6 on pages 2, 3 and 4 of this Amendment No. 3 for the jurisdictions of organization of MFC, Pine and Parkland, respectively. The executive officers and directors of MFC remain unchanged since the filing of the Amendment No. 2. The following table lists the names, citizenships, residential or business addresses and principal occupations of the directors and officers of Pine and Parkland. RESIDENCE OR BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION CITIZENSHIP ---- --------- ---------- ----------- Murray Oliver Suite 1200, 609 Corporate Canadian Granville Street, Relations P.O. Box 10372 Consultant with Pacific Centre, Norstar Vancouver, British Consulting Columbia, Canada V7Y 1G6 Leonard Petersen Suite 1200, 609 Director and Canadian Granville Street, Senior P.O. Box 10372 Officer of Vancouver, British Pemcorp Ltd. Columbia, Canada V7Y 1G6 Becky Wong Room 315, Block 2, Securities Chinese Upper Ngau Tau Kok Industry Estate, Kowloon, Executive at EAA Hong Kong Securities Limited in Hong Kong During the last five years, neither MFC, Pine or Parkland has been, nor, to the knowledge of MFC, Pine or Parkland, have any of their directors or officers 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. MFC, Pine and Parkland have executed a joint filing agreement consenting to the joint filing of this Amendment No. 3. Such agreement is filed as Exhibit 1 to this Amendment No. 3 and is incorporated herein by reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On November 14, 2000, Parkland acquired 630,000 units of Euro Trade for in aggregate $850,500 or $1.35 per unit. Each unit is comprised of one Share and one share purchase warrant, with each warrant exercisable for one further Share at a price of $1.35 per Share for a period of five years from the date of issuance of the warrant. The purchase price was paid from Parkland's working capital. Parkland is a wholly-owned subsidiary of Pine. On October 12 , 2001, Pine became an approximately 51%-owned subsidiary of MFC and, accordingly, MFC acquired indirect beneficial ownership over the securities of Euro Trade owned by Parkland effective such date. ITEM 4. PURPOSE OF TRANSACTION. Parkland acquired the securities of Euro Trade for investment purposes. At this time, neither MFC, Pine or Parkland, nor, to the knowledge of MFC, Pine or Parkland, any of their directors or executive officers, have the intention of acquiring additional shares of Euro Trade, although MFC, Pine and Parkland reserve the right to make additional purchases on the open market, in private transactions and from treasury. Neither MFC, Pine or Parkland, nor, to the knowledge of MFC, Pine or Parkland, any of their directors or executive officers, have any present intention or understandings to effect any of the transactions listed in Item 4(a)-(j) of Regulation 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Parkland is the beneficial owner of, and Pine and MFC are the indirect beneficial owners of, 630,000 Shares of Euro Trade and warrants to acquire an additional 630,000 Shares of Euro Trade, representing in aggregate 5.5% of the outstanding Shares of Euro Trade on a diluted basis. Parkland, Pine and MFC share voting and dispositive power over these Shares and warrants. MFC additionally exercises sole or shared voting and dispositive power over 622,663 Shares of Euro Trade and warrants to acquire an additional 420,000 Shares of Euro Trade. Accordingly, MFC exercises sole or shared voting and dispositive power over in aggregate 9.9% of the outstanding Shares of Euro Trade on a diluted basis. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit Number Description -------------- ----------- 1 Joint Filing Agreement between Parkland, Pine and MFC dated October 26, 2001. 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. October 26, 2001 -------------------------- (Date) PARKLAND VENTURES LIMITED By: /s/ Leonard Petersen --------------------------- (Signature) Leonard Petersen, President ---------------------------- (Name and Title) October 26, 2001 -------------------------- (Date) PINE RESOURCES CORPORATION By: /s/ Leonard Petersen --------------------------- (Signature) Leonard Petersen, President ---------------------------- (Name and Title) October 26, 2001 ----------------------------- (Date) MFC BANCORP LTD. By: /s/ Michael J. Smith ------------------------------ (Signature) Michael J. Smith, Director ------------------------------ (Name and Title) EXHIBIT INDEX Exhibit Number Description -------------- ----------- 1 Joint Filing Agreement between Parkland, Pine and MFC dated October 26, 2001.