<PAGE>  1

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

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

                                  FORM 10-K

[ X ]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                 For the fiscal year ended December 31, 1998

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                For the transition period from       to
                                               -----    -----

                       Commission file number 000-26354

                           LOGAN INTERNATIONAL CORP.
            (Exact name of Registrant as specified in its charter)

               Washington                                   91-1636980
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)

     Suite 1250, 400 Burrard Street
  Vancouver, British Columbia, Canada                         V6C 3A6
(Address of principal executive offices)                   (Postal Code)

     Registrant's telephone number, including area code:  (604) 683-5767

      Securities registered pursuant to Section 12(b) of the Act:  None
         Securities registered pursuant to Section 12(g) of the Act:

                        Common Stock, $0.01 par value
                               (Title of Class)

Indicate by check mark whether the Registrant:  (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 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.  Yes   X   No
                                                    -----    -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K is not contained herein, and will not be contained, to the 
best of the Registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. [ X ] 

The aggregate market value of the voting stock held by non-affiliates of the 
Registrant was approximately $599,409 as of March 23, 1999, computed on the 
basis of the closing price on such date.

As of March 23, 1999, there were 10,837,808 shares of the Registrant's Common 
Stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's 1998 Proxy Statement to be filed within 120 days 
of the period ended December 31, 1998 are incorporated by reference into Part 
III.

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


<PAGE>  2


FORWARD-LOOKING STATEMENTS

Statements in this report, to the extent they are not based on historical 
events, constitute forward-looking statements.  Forward-looking statements 
include, without limitation, statements regarding the outlook for 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. Investors are cautioned that forward-looking statements 
are subject to an inherent risk that actual results may vary materially from 
those described herein.  Factors that may result in such variance, in addition 
to those accompanying the forward-looking statements, include changes in 
interest rates, prices and other economic conditions; actions by competitors; 
natural phenomena; actions by government and regulatory authorities; 
uncertainties associated with legal proceedings; technological development; 
future decisions by management in response to changing conditions; and 
misjudgments in the course of preparing forward-looking statements.


                                       2


<PAGE>  3


                               TABLE OF CONTENTS
                               -----------------
                                                                          PAGE
                                                                          ----
                                    PART I
                                    ------

ITEM 1.  BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ITEM 2.  PROPERTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ITEM 3.  LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . 6

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . . 6

                                    PART II
                                    -------

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . 7

ITEM 6.  SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . 8

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . 9

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
         MARKET RISK . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . .12

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . .12

                                    PART III
                                    --------

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. . . . . . . . .12

ITEM 11. EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . . . . . .12

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         AND MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . .13

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . . . . . .13

                                    PART IV
                                    -------

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS 
         ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30


                                       3


<PAGE>  4


                                    PART I
                                    ------

ITEM 1.  BUSINESS

The Corporation
---------------

Logan International Corp. was incorporated in the State of Washington on 
September 15, 1993 and commenced operations in April 1994. In this document, 
unless the context otherwise requires, the "Corporation" or "Logan" refers to 
Logan International Corp. and its subsidiaries.  The Corporation is a 
subsidiary of MFC Bancorp Ltd. ("MFC"), which owns approximately 71% of the 
Corporation's shares of common stock.  A subsidiary of MFC owns $6 million of 
preferred shares in the capital stock of the Corporation.

Business of the Corporation
---------------------------

The Corporation operates in the financial services industry, engaged primarily 
in the real estate business.  All of the Corporation's real estate assets are 
located in the Puget Sound region of the State of Washington, are undeveloped 
and a substantial portion are in a pre-development state.  Logan intends, as 
opportunities arise, to monetize its real estate assets to finance the 
acquisition of controlling interests in operating businesses.  Logan may also 
acquire additional real estate assets. Logan does not intend to develop any of 
its undeveloped real estate properties, but in certain instances may 
participate in development joint venture arrangements as an interim step in 
the sale or monetization of a property, and will continue pre-development work 
on the properties to the extent necessary to protect or enhance their value.

The development of real property in the State of Washington is subject to 
multiple layers of government regulation, including state law and certain 
ordinances of the city and county wherein the property is located.  
Environmental regulations at the federal, state and local levels with regard 
to wetlands, stormwater retention and discharge, wildlife, tree preservation, 
slopes and groundwater recharge have greatly increased the cost and 
uncertainty related to the development of property in the State of Washington 
and have lengthened the time necessary to receive development permits. 
Consequently, fewer developers are buying property in the State of Washington 
and these developers tend to wait until the permitting process is near 
completion before committing to a purchase.

The type and intensity of development of real property in the State of 
Washington is subject to the comprehensive plan and zoning designation of the 
property within the city or county in which the property is located.  Property 
development is also affected by sensitive areas, such as wetlands, streams or 
wildlife habitat, located on the site.  Both the local government and the Army 
Corps of Engineers have jurisdiction over wetland areas.  Upon delivery of a 
development proposal, the appropriate government agency will examine the site 
and delineate wetland areas.  These areas must either be left undisturbed with 
sufficient buffers for protection or a mitigation plan for the designated 
areas must be approved.  Due to the broad definition of wetlands, it is common 
for undeveloped property in the western Washington area to have some wetlands 
designated.  The majority of the Corporation's properties have had some 
wetland areas designated.


                                       4


<PAGE>  5


In 1990, the Washington legislature passed the Growth Management Act ("GMA") 
to "guide the development and adoption of comprehensive plans and development 
regulations" in Washington State.  The goal of the comprehensive development 
plans is to, among other things, reduce the development density in rural 
areas, encourage affordable housing and a variety of housing densities, 
maintain and conserve natural resource industries and lands and protect and 
enhance the environment and the availability of water.

Under the GMA, the counties in which the Corporation's properties are located 
have a several year period in which to develop county-wide growth plans that 
will designate those areas in which growth will be accommodated over the next 
20 years.  As a result of the uncertainty which has arisen from the 
formulation of these growth plans, the permitting process relating to the 
development of property in these counties has been delayed.  It is believed, 
however, that all of the Corporation's properties are located in areas where 
additional growth will be permitted.

The Corporation intends to use the proceeds from the sale or monetization of 
its real estate assets to acquire controlling equity interests in operating 
businesses.  In addition, the Corporation may seek to exchange its real estate 
assets for equity interests in certain other companies.  The Corporation will 
seek to acquire interests in those companies that it believes its expertise in 
financial restructuring and asset management will add value to the 
Corporation's investment.  In order to accomplish such acquisitions, the 
Corporation may engage in joint ventures with affiliated companies.

In December 1998, the Corporation transferred its 50.9% interest in the shares 
of common stock of ICHOR Corporation ("Ichor") to a wholly-owned subsidiary of 
its parent corporation.  Ichor is a Delaware corporation whose shares of 
common stock are quoted on the NASDAQ SmallCap Market.

At December 31, 1998, the Corporation had no full-time employees.  The 
executive officers of the Corporation devote such time to the business of the 
Corporation as is required.

ITEM 2.  PROPERTIES

The Corporation's administrative offices are located on premises leased by an 
affiliate of its parent company in Vancouver, British Columbia, Canada.

The Corporation's undeveloped real estate properties are located in the Puget 
Sound region of Washington State and consist of 8 parcels totaling 
approximately 111 acres which are zoned for various commercial uses including 
retail, office and business park, and 2 parcels totaling approximately 37 
acres which are zoned for medium to high residential use.  The Corporation is 
seeking to sell these parcels and does not intend to fully develop the 
majority of them prior to sale. The Corporation typically engages in such 
preliminary development work as is necessary to maximize the value of the 
parcels prior to their sale.


                                       5


<PAGE>  6


Gig Harbour Property
--------------------

The Corporation owns approximately 102 acres of undeveloped real property 
which was, in early 1997, annexed to the City of Gig Harbour, Washington, 
which is located at the west end of the Tacoma Narrows Bridge from Tacoma, 
Washington.  The annexation provides for much higher intensity development 
than was allowed under its previous jurisdiction (Pierce County), and opens 
the way for a new major thoroughfare to be built through the middle of the 
property that connects State Highway 16 and the North entrance of Gig Harbour. 
Of the total acreage, 50 acres are now zoned for retail/commercial uses, 35 
acres for medium density (8 units per acre) residential use and 17 acres for 
business park/professional office.  The retail portion of the property is 
under an option agreement for development into a regional shopping center.  
The Corporation may develop all or a portion of the remaining land through 
partnerships, joint ventures or other economic associations with local 
developers.  The Corporation's current involvement is limited to pre-
development work, including infrastructure (roads, sewer and water services), 
preliminary permits, market studies, feasibility studies and related 
activities.

All utilities are available to the site, but the extension of utilities would 
be required prior to development of the site.  In addition, internal roadways 
will need to be constructed to provide access to the site and the site will 
require grading prior to development.  The Corporation has not determined 
whether it will be involved in any of the actual site work.  The City of Gig 
Harbour is planning an extension of a street past the site, which when 
completed, will provide access to the site from the City of Gig Harbour and 
State Highway 16.  This street extension may take up to 18 months to complete. 

ITEM 3.  LEGAL PROCEEDINGS

The Corporation is subject to routine litigation incidental to its business 
from time to time.  The Corporation does not believe that the outcome of such 
litigation will have a material adverse effect on its business or financial 
condition.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


                                       6


<PAGE>  7


                                    PART II
                                    -------

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED 
         STOCKHOLDER MATTERS

(a)  Market Information.  The Corporation's common stock is quoted on the NASD 
OTC Bulletin Board under the symbol "LGIC".  The following table sets forth 
the quarterly high and low sales price per share of the Corporation's common 
stock for the periods indicated:

Fiscal Quarter Ended                    High               Low
--------------------                   ------             ------

1997
March 31. . . . . . . . . . . . . .    $ 0.32             $ 0.25
June 30 . . . . . . . . . . . . . .      0.35               0.25
September 30. . . . . . . . . . . .      0.38               0.25
December 31 . . . . . . . . . . . .      0.38               0.13

1998
March 31. . . . . . . . . . . . . .    $ 0.38             $ 0.25
June 30 . . . . . . . . . . . . . .      0.50               0.13
September 30. . . . . . . . . . . .      0.13               0.13
December 31 . . . . . . . . . . . .      0.38               0.13

(b)  Shareholders.  At March 23, 1999, the Corporation had approximately 1,652 
holders of record of its common stock. 

(c)  Dividends.  The Corporation has not paid any dividends on its common 
stock and does not anticipate that it will pay any dividends in the 
foreseeable future.


                                       7


<PAGE>  8


ITEM 6.  SELECTED FINANCIAL DATA

The following table reflects selected consolidated financial data for the 
Corporation for each of its last five fiscal years.  Effective December 31, 
1998, the Corporation transferred its holdings of shares of common stock of 
Ichor.  Ichor's results of operations for the fiscal years ended December 31, 
1998 and 1997, respectively, and its assets and liabilities as at December 31, 
1997 and 1996, respectively, are included in the financial data presented 
below.  The Corporation commenced operations in April 1994.

<TABLE>
<CAPTION>
                                         For the Year Ended December 31,
                           ----------------------------------------------------------
                              1998        1997       1996(1)     1995(2)      1994
                           ----------  ----------  ----------  ----------  ----------
                                (dollars in thousands, except per share amounts)
<S>                        <C>         <C>         <C>         <C>         <C>
OPERATING DATA
Sales of real estate       $    1,016  $    3,250  $    3,627  $        -  $    2,110
Other income                      625         252         191          93          92
General and 
  administrative expenses       1,152       1,166       1,052       2,598         543
Interest expense                  360         949         325         808         710
Income (loss) from
  continuing operations           466         411          (5)     (3,313)       (520)
Net income (loss)                 466      (2,618)        252      (2,337)       (520)

COMMON SHARE DATA(3)
Income (loss) from continuing 
  operations per common share    0.02        0.01       (0.03)      (0.51)      (0.13)
Net income (loss) per
  common share                   0.02       (0.27)       0.01       (0.36)      (0.13)
Weighted average common
  shares outstanding (in
  thousands)                   10,838      10,838       6,862       6,513       4,096

BALANCE SHEET DATA
Working capital                (2,082)      3,774       7,162       3,896       5,489
Total assets                   16,083      15,760      19,315       9,907      13,042
Long-term obligations             205         646         327         646           -
Total stockholders' equity      8,705       9,392      12,249       3,524       5,489
</TABLE>

---------------
(1)  Includes an extraordinary item related to the early extinguishment of
     debt totaling $257,000 ($0.04 per common share).
(2)  Includes an extraordinary item related to the early extinguishment of
     debt totaling $976,000 ($0.15 per common share).
(3)  Basic and diluted common share data is the same.


                                       8


<PAGE>  9


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and 
financial condition of the Corporation for the years ended December 31, 1998, 
1997 and 1996, respectively, should be read in conjunction with the 
Corporation's audited consolidated financial statements and related notes 
included elsewhere herein. 

Effective December 31, 1998, the Corporation transferred its holdings of 
shares of common stock of Ichor.  Ichor's results of operations for the fiscal 
years ended December 31, 1998 and 1997, respectively, and its assets and 
liabilities as at December 31, 1997 and 1996, respectively, have been included 
in the Corporation's financial statements.  As Ichor sold its environmental 
remediation services business in April 1997 and a waste oil recycling facility 
in December 1997, these operations have been accounted for as discontinued 
operations for the year ended December 31, 1997.  Certain reclassifications 
have been made to the prior periods' financial statements to conform to the 
current period's presentation.

Results of Operations for the Year Ended December 31, 1998 Compared to the 
--------------------------------------------------------------------------
Year Ended December 31, 1997
----------------------------

Revenues for the year ended December 31, 1998 decreased to $3.1 million from 
$3.5 million for the year ended December 31, 1997.  In the year ended December 
31, 1998, the Corporation sold real estate for $1.0 million, compared to $3.3 
million in the comparative period of 1997.  In the current period, the 
Corporation reported a non-cash accounting gain on disposal of subsidiaries of 
$1.4 million.  Effective March 31, 1998, the Corporation's then 50.9% owned 
subsidiary, Ichor, sold its wholly-owned subsidiary, ICHOR Services, Inc. 
("Services"), and recognized a non-cash accounting gain on the sale as a 
result of the disposal of net liabilities of Services.  Effective December 31, 
1998, the Corporation transferred its holdings of shares of common stock of 
Ichor.

Costs and expenses for the year ended December 31, 1998 decreased to $2.5 
million from $4.1 million for the year ended December 31, 1997.  The cost of 
real estate sold and related selling costs decreased to $0.9 million in the 
year ended December 31, 1998 from $1.9 million in the comparable period of 
1997, primarily as a result of a reduction in the sale of real estate.  
Interest expense decreased to $0.4 million in the year ended December 31, 1998 
from $0.9 million in the same period of 1997, primarily as a result of 
decreased indebtedness resulting from the disposition by Ichor of Services.  
General and administrative expenses were $1.2 million for the years ended 
December 31, 1998 and 1997, respectively.

The Corporation had net income of $0.5 million, or $0.02 per share, in the 
year ended December 31, 1998.  In the year ended December 31, 1997, the 
Corporation had a net loss of $2.6 million, or $0.27 per share, which included 
a loss of $3.0 million, or $0.28 per share, from discontinued operations.


                                       9


<PAGE>  10


Results of Operations for the Year Ended December 31, 1997 Compared to the 
--------------------------------------------------------------------------
Year Ended December 31, 1996
----------------------------

Revenues for the year ended December 31, 1997 decreased to $3.5 million from 
$3.8 million for the year ended December 31, 1996, as a result of a reduction 
in the sale of real estate.

Costs and expenses for the year ended December 31, 1997 increased to $4.1 
million from $3.8 million in the comparable period of 1996, primarily as a 
result of the inclusion of Ichor's results of operations for the year ended 
December 31, 1997.  General and administrative expenses increased to $1.2 
million in the year ended December 31, 1997 from $1.1 million in the 
comparable period of 1996.  The Corporation's interest expense increased to 
$0.9 million in the year ended December 31, 1997 from $0.3 million in the year 
ended December 31, 1996.  The cost of real estate sold and related selling 
costs decreased to $1.9 million in the year ended December 31, 1997, from $2.4 
million in the comparable period of 1996, primarily as a result of a reduction 
in the sale of real estate.

The Corporation reported income from continuing operations of $0.4 million in 
the year ended December 31, 1997, compared to a loss of $5,000 in the year 
ended December 31, 1996.

In the year ended December 31, 1997, the Corporation reported a loss from 
discontinued operations of $3.0 million.  The Corporation reported a loss of 
$1.2 million from the operation of a waste oil recycling facility and a loss 
of $1.4 million from the sale of the facility in the year ended December 31, 
1997. The Corporation reported a loss from the operation of Ichor's 
environmental remediation services operations of $0.4 million in the year 
ended December 31, 1997.

In the year ended December 31, 1996, the Corporation recognized an 
extraordinary gain of $0.3 million from the transfer of real estate in 
exchange for the extinguishment of debt.

The Corporation's net loss in the year ended December 31, 1997 was $2.6 
million, or $0.27 per share, compared to net income of $0.3 million, or $0.01 
per share, in the year ended December 31, 1996.

Liquidity and Capital Resources
-------------------------------

The Corporation had cash of $0.6 million at December 31, 1998, compared to 
$0.5 million at December 31, 1997. 

Net cash provided by operating activities was $4.5 million in the year ended 
December 31, 1998, compared to $0.8 million in the year ended December 31, 
1997.  Borrowings from the Corporation's parent company and its subsidiaries 
provided cash of $4.4 million in the year ended December 31, 1998, compared to 
$1.2 million in the comparable period of 1997.  A decrease in accounts and 
notes receivable provided cash of $0.6 million in the year ended December 31, 
1998, compared to an increase in accounts and notes receivable using cash of 
$2.2 million in the same period of 1997.  Sales of and a decrease in real 
estate held for development and sale provided cash of $0.8 million in the year 
ended December 31, 1998, compared to $1.5 million in the year ended December 
31, 1997. 


                                       10


<PAGE>  11


Investing activities used cash of $6.3 million in the year ended December 31, 
1998, primarily for the purchase of a note receivable in the amount of $1.4 
million and the purchase of common shares of the Corporation's parent 
corporation.

Financing activities provided cash of $2.0 million in the year ended December 
31, 1998, compared to using cash of $1.2 million in the year ended December 
31, 1997.  A net increase in indebtedness provided cash of $25,000 in the year 
ended December 31, 1998, compared to a net decrease in indebtedness using cash 
of $1.0 million in the comparative period of 1997.  The Corporation paid $0.3 
million in dividends on its preferred stock in the year ended December 31, 
1998, compared to $0.2 million in the comparative period of 1997.

At December 31, 1998, the Corporation had $1.7 million in outstanding notes 
which are secured by deeds of trust on a portion of the Corporation's real 
estate assets and are non-recourse to the Corporation.  Pursuant to such deeds 
of trust, the Corporation is obligated to make property tax and assessment 
payments on the secured properties on a timely basis.

At December 31, 1998, overdue property taxes on the Corporation's properties 
amounted to $0.1 million.  In addition, there were approximately $0.2 million 
in assessments to local improvement districts ("LIDs").  Overdue property 
taxes and LIDs accrue interest at approximately 12% per annum. Under 
Washington State law, if property taxes or LIDs remain delinquent for three 
years, the governing jurisdiction can commence foreclosure proceedings against 
the property.  The Corporation anticipates that for the foreseeable future it 
will permit property taxes to remain overdue, but may pay such taxes and LIDs 
as are necessary to prevent foreclosure proceedings from occurring.  No non-
judicial or judicial foreclosure actions have been commenced as a result of 
the Corporation's failure to make property tax or assessment payments on a 
timely basis.

The following table summarizes the repayment schedule of the Corporation's 
debt obligations, LIDs and unpaid property taxes at December 31, 1998:

                        Year Ending      Dollars in
                        December 31,     Thousands
                        ------------     ----------

                            1999         $    1,811
                            2000                 41
                            2001                 41
                            2002                 41
                            2003                 41
                            Thereafter           41
                                         ----------
                                         $    2,016
                                         ==========

The Corporation has no commitments for capital expenditures in relation to its 
undeveloped real estate, although it may need to provide funds for pre-
development work on certain parcels in order to enhance their marketability 
and sale value.

The Corporation believes that its assets should enable the Corporation to meet 
its current ongoing liquidity requirements.


                                       11


<PAGE>  12


Year 2000
---------

Many of the world's computer systems currently record years in a two-digit 
format.  These computer systems will be unable to properly interpret dates 
beyond the year 1999, which could lead to business disruptions and is commonly 
referred to as the "Year 2000" issue.  Based on its current information, 
management of the Corporation has determined that the Year 2000 issue will not 
pose significant operational problems for its computer systems as it only 
utilizes commercially available software and personal computers, which are 
Year 2000 compliant.  The total cost to the Corporation of Year 2000 
compliance activities has not been and is not currently anticipated to be 
material to its financial position or results of operations in any given year. 
In addition, management of the Corporation has initiated communications with 
clients to ascertain their Year 2000 readiness and develop contingency plans 
as required, and management intends to address this issue with any prospective 
client.  The determination by management and costs relating to the Year 2000 
issue are based on management's best estimates, which were derived utilizing 
numerous assumptions of future events.  However, there can be no assurance 
that these estimates will be achieved and actual results could vary materially 
from those anticipated.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
         RISK

Not applicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and supplementary data required with 
respect to this Item 8, and as identified in Item 14 of this annual report, 
are included in this annual report commencing on page 15.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

                                    PART III
                                    --------

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated by reference from the Corporation's definitive proxy statement to 
be filed within 120 days of the end of the Corporation's fiscal year.

ITEM 11.  EXECUTIVE COMPENSATION

Incorporated by reference from the Corporation's definitive proxy statement to 
be filed within 120 days of the end of the Corporation's fiscal year.


                                       12


<PAGE>  13


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

Incorporated by reference from the Corporation's definitive proxy statement to 
be filed within 120 days of the end of the Corporation's fiscal year.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference from the Corporation's definitive proxy statement to 
be filed within 120 days of the end of the Corporation's fiscal year.

                                    PART IV
                                    -------

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K

(a)  (1)  Index to Financial Statements
          -----------------------------

     Independent Auditors' Report
     Consolidated Balance Sheets
     Consolidated Statements of Operations
     Consolidated Statements of Comprehensive Income
     Consolidated Statements of Changes in Shareholders' Equity
     Consolidated Statements of Cash Flows
     Notes to Financial Statements

     (2)  List of Exhibits
          ----------------

     3.1  Articles of Incorporation.(1)

     3.2  Amendment to Articles of Incorporation dated November 5, 1993.(1)

     3.3  Amendment to Articles of Incorporation dated April 22, 1994.(1)

     3.4  Amendment to Articles of Incorporation dated April 14, 1995.(1)

     3.5  Amendment to Articles of Incorporation dated July 10, 1996.
          Incorporated by reference to the Corporation's Form 8-K dated June
          27, 1996.

     3.6  Bylaws.(1)

     10.1 1994 Employee Incentive Plan.(1)

     10.2 Executive Employment Agreement between the Corporation and Mr.
          Smith.(1)

     10.3 Debt Settlement Agreement between the Corporation and ICHOR
          Corporation dated September 30, 1997.(2)

     10.4 Debt Settlement Agreement between the Corporation and ICHOR
          Corporation dated February 20, 1998.(2)


                                       13


<PAGE>  14


     10.5 Purchase Agreement between the Corporation and MFC Merchant Bank
          S.A. dated January 4, 1999.  Incorporated by reference to the
          Schedule 13D/A with respect to shares of Ichor dated January 4,
          1999.

     21   List of subsidiaries of the Registrant.

     27   Article 5 - Financial Data Schedule for the year ended December 31,
          1998.

--------------
(1)  Incorporated by reference to the Corporation's Registration Statement on
     Form 10-SB.
(2)  Incorporated by reference to the Schedule 13D/A with respect to shares of
     Ichor dated March 13, 1998.

(b)  Reports on Form 8-K
     -------------------

None.


                                    14


<PAGE>  15


------------------------------------------------------------------------------
PETERSON SULLIVAN P.L.L.C.
601 UNION STREET  SUITE 2300  SEATTLE WA  98101  (206) 382-7777 FAX 382-7700
                                                CERTIFIED PUBLIC ACCOUNTANTS



                         INDEPENDENT AUDITORS' REPORT
                         ----------------------------



To the Board of Directors and Shareholders
Logan International Corp.



We have audited the accompanying consolidated balance sheets of Logan 
International Corp. and subsidiaries as of December 31, 1998 and 1997, and the 
related statements of operations, comprehensive income, changes in 
shareholders' equity, and cash flows for the years ended December 31, 1998, 
1997 and 1996.  These financial statements are the responsibility of the 
Company's management.  Our responsibility is to express an opinion on these 
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
from material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of Logan 
International Corp. and its subsidiaries as of December 31, 1998 and 1997, and 
the results of their operations and their cash flows for the years ended 
December 31, 1998, 1997 and 1996, in conformity with generally accepted 
accounting principles.



/s/ Peterson Sullivan P.L.L.C.
February 23, 1999
Seattle, Washington


                                    15


<PAGE>  16


                   LOGAN INTERNATIONAL CORP. AND SUBSIDIARY
                         CONSOLIDATED BALANCE SHEETS
                          December 31, 1998 and 1997
                          (In Thousands of Dollars)

                                                        1998          1997
                                                     ----------    ----------
         ASSETS

Current Assets
  Cash                                               $      595    $      452
  Cash held in escrow                                         -           617
  Accounts receivable, less allowance for doubtful
    accounts of none in 1998 and $562 in 1997               632         2,417
  Note receivable                                             -           680
  Real estate held for development and sale               3,785         4,544
  Other assets                                               79            36
                                                     ----------    ----------

         Total current assets                             5,091         8,746

Investments                                              10,992         7,014
                                                     ----------    ----------

                                                     $   16,083    $   15,760
                                                     ==========    ==========

         LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                   $      323    $      327
  Accrued liabilities                                       139           641
  Due to affiliates                                       4,900         1,868
  Debt                                                    1,811         2,136
                                                     ----------    ----------

         Total current liabilities                        7,173         4,972

Long-Term Debt                                              205           646
                                                     ----------    ----------

         Total liabilities                                7,378         5,618

Minority Interest                                             -           750

Shareholders' Equity
  Preferred stock, Series B, $.01 par value,
    100,000 shares authorized, 60,000 issued and
    outstanding at December 31, 1998 and 1997                 1             1
  Common stock, $.01 par value, 100,000,000 shares
    authorized, 10,837,808 issued and outstanding
    at December 31, 1998 and 1997                           108           108
  Additional paid-in capital                             14,673        14,673
  Retained deficit                                       (5,230)       (5,396)
  Accumulated other comprehensive income (loss)            (847)            6
                                                     ----------    ----------

                                                          8,705         9,392
                                                     ----------    ----------

                                                     $   16,083    $   15,760
                                                     ==========    ==========


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


                                       16


<PAGE>  17


                   LOGAN INTERNATIONAL CORP. AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF OPERATIONS
             For the Years Ended December 31, 1998, 1997 and 1996
             (In Thousands of Dollars, Except Earnings Per Share)

                                            1998         1997         1996
                                         ----------   ----------   ----------
Revenue
  Sales of real estate                   $    1,016   $    3,250   $    3,627
  Gain on disposals of subsidiaries           1,419            -            -
  Other                                         625          252          191
                                         ----------   ----------   ----------

                                              3,060        3,502        3,818
Costs and expenses
  Cost of real estate sold and related
    selling costs                               939        1,944        2,446
  General and administrative                  1,152        1,166        1,052
  Interest                                      360          949          325
                                         ----------   ----------   ----------

                                              2,451        4,059        3,823
                                         ----------   ----------   ----------
Income (loss) from continuing
  operations before minority interest
  and discontinued operations                   609         (557)          (5)

Minority interest                              (143)         968            -
                                         ----------   ----------   ----------

Income (loss) from continuing operations        466          411           (5)

Discontinued operations (any tax benefits
  from losses are fully reserved)
  Loss from operation of environmental
    remediation services segment                  -         (430)           -
  Loss from operation of waste oil
    recycling facility                            -       (1,224)           -
  Loss on sale of waste oil recycling
    facility                                      -       (1,375)           -
                                         ----------   ----------   ----------

Loss from discontinued operations                 -       (3,029)           -
                                         ----------   ----------   ----------

Income (loss) before extraordinary item         466       (2,618)          (5)

Extraordinary item, gain on
  extinguishment of debt (no tax is
  provided because of available net
  operating losses)                               -            -          257
                                         ----------   ----------   ----------

         Net income (loss)               $      466   $   (2,618)  $      252
                                         ==========   ==========   ==========

Basic earnings (loss) per common share
  Income (loss) from continuing
    operations                           $      .02   $      .01   $     (.03)
  Discontinued operations                         -         (.28)           -
  Extraordinary item                              -            -          .04
                                         ----------   ----------   ----------

         Net income (loss) per common
           share                         $      .02   $     (.27)  $      .01
                                         ==========   ==========   ==========


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


                                       17


<PAGE>  18


                   LOGAN INTERNATIONAL CORP. AND SUBSIDIARY
               CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
             For the Years Ended December 31, 1998, 1997 and 1996
                          (In Thousands of Dollars)

                                            1998         1997         1996
                                         ----------   ----------   ----------

Net income (loss)                        $      466   $   (2,618)  $      252

Other comprehensive loss, net of tax
  Unrealized gains (losses) on securities
    Unrealized holding losses arising
      during the period                        (853)         (66)         199
    Less reclassification adjustment
      for gains included in net income            -            -         (175)
                                         ----------   ----------   ----------

Other comprehensive loss                       (853)         (66)         (24)
                                         ----------   ----------   ----------

Comprehensive income (loss)              $     (387)  $   (2,684)  $      228
                                         ==========   ==========   ==========


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


                                       18


<PAGE>  19


                   LOGAN INTERNATIONAL CORP. AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
             For the Years Ended December 31, 1998, 1997 and 1996
                          (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                         Number of                                          Income (Loss),
                              Number of  Preferred  Preferred          Additional             Unrealized
                               Common     Shares     Shares    Common   Paid-in    Retained   (Loss) on
                               Shares    Series B   Series B   Shares   Capital    Deficit    Securities    Total
                             ----------  ---------  ---------  ------  ----------  --------  ------------  -------
<S>                          <C>         <C>        <C>        <C>     <C>         <C>       <C>           <C>

Balance at December 
  31, 1995                    6,520,726          -  $       -  $   65  $    6,220  $ (2,857) $         96  $ 3,524

Sale of preferred shares              -     60,000          1       -       5,999         -             -    6,000

Sale of common shares         4,217,082          -          -      42       2,405         -             -    2,447

Shares issued on debt
  modification                  100,000          -          -       1          49         -             -       50

Current period change in
  other comprehensive loss            -          -          -       -           -         -           (24)     (24)

Net income for the year               -          -          -       -           -       252             -      252
                             ----------  ---------  ---------  ------  ----------  --------  ------------  -------

Balance at December
  31, 1996                   10,837,808     60,000          1     108      14,673    (2,605)           72   12,249

Current period change in
  other comprehensive loss            -          -          -       -           -         -           (66)     (66)

Net loss for the year                 -          -          -       -           -    (2,618)            -   (2,618)

Dividend                              -          -          -       -           -      (173)            -     (173)
                             ----------  ---------  ---------  ------  ----------  --------  ------------  -------

Balance at December
  31, 1997                   10,837,808     60,000          1     108      14,673    (5,396)            6    9,392

Current period change in
  other comprehensive loss            -          -          -       -           -         -          (853)    (853)

Net income for the year               -          -          -       -           -       466             -      466

Dividend                              -          -          -       -           -      (300)            -     (300)
                             ----------  ---------  ---------  ------  ----------  --------  ------------  -------

Balance at December
  31, 1998                   10,837,808     60,000  $       1  $  108  $   14,673  $ (5,230) $       (847) $ 8,705
                             ==========  =========  =========  ======  ==========  ========  ============  =======
</TABLE>


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


                                       19


<PAGE>  20


                   LOGAN INTERNATIONAL CORP. AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the Years Ended December 31, 1998, 1997 and 1996
                          (In Thousands of Dollars)

                                            1998         1997         1996
                                         ----------   ----------   ----------

Cash Flows from Operating Activities
  Net income (loss)                      $      466   $   (2,618)  $      252
    Adjustments to reconcile net
      income (loss) to net cash provided
      by operating activities
      Gain on sale of available-for-sale
        securities                                -            -         (175)
      Gain on disposal of subsidiaries       (1,419)           -            -
      Extraordinary item                          -            -         (257)
      Decrease in cash held in escrow           145          637            -
      Decrease in real estate held for
        development and sale                    759        1,542        1,796
      (Increase) decrease in accounts and
        notes receivable                        613       (2,247)        (417)
      Decrease in accounts payable and
        accrued liabilities                    (524)        (621)          (6)
      Increase in amount due to affiliates    4,434        1,185            -
      Net assets of discontinued segments         -        2,723            -
      Other                                      (6)         240          273
                                         ----------   ----------   ----------
  
         Net cash provided by operating
           activities                         4,468          841        1,466

Cash Flows from Investing Activities
  Purchases of investments                   (4,880)           -       (9,341)
  Acquisition of subsidiary, net of
    cash acquired                                 -            -          628
  Proceeds from the sale of available-
    for-sale securities                           -            -          313
  Increase in note receivable                (1,400)           -            -
                                         ----------   ----------   ----------

         Net cash used in investing
           activities                        (6,280)           -       (8,400)

Cash Flows from Financing Activities
  Proceeds from debt                            465        2,180          104
  Payment of debt                              (440)      (3,205)      (1,069)
  Proceeds from common stock issuance             -            -        2,447
  Proceeds from preferred stock issuance          -            -        6,000
  Proceeds from preferred stock issuance
    by a subsidiary                           2,230            -            -
  Dividend                                     (300)        (173)           -
                                         ----------   ----------   ----------

         Net cash provided by (used in)
           financing activities               1,955       (1,198)       7,482
                                         ----------   ----------   ----------

         Net increase (decrease) in cash        143         (357)         548

Cash, beginning of year                         452          809          261
                                         ----------   ----------   ----------

Cash, end of year                        $      595   $      452   $      809
                                         ==========   ==========   ==========


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


                                       20


<PAGE>  21


                   LOGAN INTERNATIONAL CORP. AND SUBSIDIARY
                        NOTES TO FINANCIAL STATEMENTS
            (In Thousands of Dollars, Except for Per Share Amounts)



Note 1.  Nature of Operations and Significant Accounting Policies

Nature of Operations
--------------------

Logan International Corp. ("the Company") is in the financial services 
industry which currently includes investments in real estate.  The Company is 
a 71% - owned subsidiary of MFC Bancorp Ltd. ("MFC").

Principles of Consolidation
---------------------------

The consolidated financial statements include the accounts of the Company and 
its subsidiary.  All significant intercompany accounts and transactions have 
been eliminated.  Unless otherwise stated, all notes to financial statements 
relate to continuing operations.

Cash
----

Cash balances are occasionally in excess of federally insured amounts.  Cash 
held in escrow represented amounts which were subject to withdrawal 
restrictions.

Investments
-----------

The Company holds certain of its marketable investments (including those in 
the common stock of MFC) as available-for-sale securities which are stated at 
fair value.  Any unrealized holding gains or losses of available-for-sale 
securities are reported as a separate component of shareholders' equity until 
realized.  If a loss in value in available-for-sale securities is considered 
to be other than temporary, it is recognized in the determination of net 
income.  Cost is based on the specific identification method to determine 
realized gains or losses.  Investments in nonmarketable securities (consisting 
of preferred stock of MFC) are stated at the lower of cost or net realizable 
value.

Real Estate Held for Development and Sale
-----------------------------------------

Real estate held for development and sale is stated at the lower of cost or 
net realizable value as determined by management based on current market 
conditions in the same geographic region.  The Company's real estate is 
treated as inventory which is to be disposed of in the near-term and is, 
therefore, classified as a current asset.


                                       21


<PAGE>  22


Note 1.  (Continued)

Environmental Conservation
--------------------------

Liabilities for environmental conservation are recorded when it is probable 
that obligations have been incurred and the amounts can be reasonably 
estimated.  Any potential recoveries of such liabilities are to be recorded 
when there is an agreement with a reimbursing entity.  No such liabilities 
were recorded in these consolidated financial statements.

Taxes on Income
---------------

The Company accounts for income taxes under an asset and liability approach 
that requires the recognition of deferred tax assets and liabilities for 
expected future tax consequences of events that have been recognized in the 
Company's financial statements or tax returns.  In estimating future tax 
consequences, the Company generally considers all expected future events other 
than enactments of changes in the tax laws or rates.

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 in 
the period.  Diluted earnings per share takes into consideration common shares 
outstanding (computed under basic earnings per share) and potentially dilutive 
common shares; however, there were no dilutive securities for 1998, 1997 and 
1996.

The weighted average number of shares outstanding was 10,837,808 for the years 
ended December 31, 1998 and 1997, and 6,862,348 for the year ended December 
31, 1996.  The income or (loss) from continuing operations to compute the 
amount attributable to common shareholders includes the recognition of 
preferred stock dividends in arrears of $300 for each of the years ended 
December 31, 1998 and 1997, respectively.

Use of Estimates
----------------

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amount 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 period.  
Actual results could differ from those estimates.


                                       22


<PAGE>  23


Note 1.  (Continued)

Comprehensive Income
--------------------

Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive 
Income" is effective for years beginning after December 15, 1997.  The primary 
objective of this statement is to report and disclose a measure of all changes 
in equity of an entity that result from transactions and other economic events 
of the period other than transactions with owners.  Of the various methods 
allowed to accomplish this objective, the Company has elected to provide 
separate statements of comprehensive income.

New Accounting Standards
------------------------

Statement of Financial Accounting Standards No. 131, "Disclosure About 
Segments of an Enterprise and Related Information," is effective for years 
beginning after December 15, 1997.  This statement requires use of the 
"management approach" model for segment reporting.  The management approach 
model is based on the way a company's management organizes segments within the 
company for making operating decisions and assessing performance.  Management 
operates the Company as one segment:  financial services.  Information for 
management purposes does not require the segmenting of financial services 
activities.  Operating revenues are realized primarily from third party 
sources in the United States.  All long-lived assets are located in the United 
States.  Since there is one segment, no additional segment disclosures are 
considered necessary for continuing operations.

Statement of Financial Standards No. 133, "Accounting for Derivative 
Instruments and Hedging Activities" established accounting and reporting 
standards for derivative instruments and for hedging activities.  This 
statement requires that an entity recognize all derivatives as either assets 
or liabilities in the statement of financial position and measure those 
instruments at fair value.  Because the Company does not engage in any 
derivatives or hedging activities, there should be no impact on its financial 
statements.

Statement of Financial Standards No. 134, "Accounting for Mortgage-Backed 
Securities Retained After the Securitization of Mortgage Loans Held for Sale 
by a Mortgage Banking Enterprise" establishes accounting and reporting 
standards for certain activities of mortgage banking enterprises and other 
enterprises that conduct operations that are substantially similar to a 
mortgage banking enterprise.  Because the Company does not engage in any 
mortgage banking activities, there should be no impact on the Company's 
financial statements.


                                       23


<PAGE>  24


Note 2.  Discontinued Operations

During 1997, a subsidiary, Ichor Corporation ("Ichor"), sold its remediation 
services segment for $147 in cash.  As part of the sale transaction, current 
assets and liabilities of the segment were retained.  Also, in 1997, Ichor 
sold all of its waste oil facility assets for $320 in cash plus a note for 
$680 which was paid in 1999.  Both segments were accounted for as discontinued 
operations in 1997.

A subsidiary of Ichor was sold in 1998 at a non-cash accounting gain of $437. 
The gain resulted from the assumption of the subsidiary's liabilities by the 
third party purchaser.

Effective December 31, 1998, the Company transferred all of its shares of 
common stock in Ichor to a wholly-owned subsidiary of MFC.  As a result of the 
transaction, the Company had a net non-cash accounting gain of $982.  Further, 
the Company may receive future proceeds from the subsidiary based on the 
ultimate disposition of these shares to third parties.



Note 3.  Investments

The Company has investments in available-for-sale securities which have been 
classified as long-term at December 31, 1998, 1997 and 1996.  These securities 
may be summarized as follows:

                                            1998         1997         1996
                                         ----------   ----------   ----------

Proceeds from sales                      $        -   $        -   $      313

Realized gains                                    -            -          175

Fair value of securities at December
  31 (of which $4,563 represents MFC
  common stock for 1998)                      4,792          814          201

Cost of securities at December 31 (of
  which $4,830 represents MFC common
  stock for 1998)                             5,639          808          129
                                         ----------   ----------   ----------

Unrealized (loss) gain in shareholders'
  equity at December 31                  $     (847)  $        6   $       72
                                         ==========   ==========   ==========


                                       24


<PAGE>  25


Note 3.  (Continued)

Included in long-term investments are 82,200 MFC Class A Preferred Shares, 
Series 1, carried at the original cost of $6,200.  Since no trading market 
exists for these shares, management believes the fair value is equal to cost 
based on the book value of the investee.  These shares are convertible, have 
an annual dividend rate of $3.65 per share, are redeemable at any time and are 
retractable after 2002 subject to certain conditions.  The shares are 
redeemable and retractable at $70.00 per share plus any accrued and unpaid 
dividends.  The shares are convertible at $3.65 per share of common stock for 
the first year and then increased by $.18 increments each year through 2002 
with no adjustment thereafter.  The Company received $290 and $172 in 
dividends in 1998 and 1997, respectively, on these shares.



Note 4.  Debt

                                                         1998         1997
                                                      ----------   ----------
Nonrecourse notes payable collateralized by
real estate:

    Interest at 15%; due August 30, 1999              $    1,035   $      830

    Interest at 15%; due August 30, 1999                     450          360

    Interest at 12%; due August 30, 1999                     170            -

Amounts due to an insurance company in monthly
installments of $38.  No interest was charged
on this debt. No interest was imputed since
the amount is not material.                                    -          757

Other                                                         10           10
                                                      ----------   ----------

                                                           1,665        1,957

Less current portion                                      (1,665)      (1,597)
                                                      ----------   ----------

                                                      $        -   $      360
                                                      ==========   ==========


                                       25


<PAGE>  26


Note 4.  (Continued)

In addition to notes payable, the Company also has assessments due to local 
improvement districts ("LID") and unpaid property taxes which are priority 
liens on real estate.  LID assessments payable are summarized as follows:

                                                         1998         1997
                                                      ----------   ----------

LID, interest at 9%; payable in annual installments
of $41 plus interest                                  $      245   $      327

LID, interest at 7.75%; $68 payable in March 1997
and in annual installments of $13 plus interest
thereafter                                                     -          126
                                                      ----------   ----------

                                                      $      245   $      453
                                                      ==========   ==========

Property taxes in the amount of $106 and $372 were not paid as of December 31, 
1998 and 1997, respectively.  These amounts along with the current portions of 
notes payable and LID assessments payable have been combined and are 
classified as current liabilities.

As of December 31, 1998, the principal maturities of debt are as follows:

                          1999          $     1,811
                          2000                   41
                          2001                   41
                          2002                   41
                          2003                   41
                          Thereafter             41
                                        -----------

                                        $     2,016
                                        ===========

Based on borrowing rates available to the Company for debt with similar terms 
and average maturities, management believes that the fair value of the 
Company's debt approximates the amounts disclosed in this note.



Note 5.  Preferred Stock

The Company's Preferred Shares, Series B are voting and require that dividends 
be paid annually at 5% in arrears on December 31 (amounting to approximately 
$300 at December 31, 1998).  Should dividends not be paid as required, 
interest at 8% is to be accrued on the unpaid amount.  The Company may redeem 
these shares at any time at an aggregate price which includes all unpaid 
dividends, accrued interest and a redemption premium of 10% based on the 
amount paid for the shares.  Upon liquidation, these shares are entitled to 
receive the same amounts as redemption


                                       26


<PAGE>  27


Note 5.  (Continued)

in priority to the common or other shares.  As long as any of the Preferred 
Shares, Series B remain outstanding, the Company cannot pay dividends on 
common or other junior shares, redeem less than all of these shares or issue 
additional preferred stock unless all unpaid dividends including interest have 
been paid.  In any event, no shares may be issued in priority to the Preferred 
Shares, Series B shares without the approval of the preferred shareholders.  
All 60,000 issued and outstanding shares are held by a subsidiary of MFC.



Note 6.  Income Tax

The reconciliation of income tax from continuing operations computed at the 
U.S. federal statutory rate to the Company's effective tax for years ended 
December 31 is as follows:

                                            1998         1997         1996
                                         ----------   ----------   ----------

Tax at U.S. statutory rate               $      158   $      139   $        -

Minority interest                                49         (329)           -

Permanent difference associated with the
  gain on disposal of subsidiary               (334)           -            -

Valuation allowance                              66          213            -

Other                                            61          (23)           -
                                         ----------   ----------   ----------

                                         $        -   $        -   $        -
                                         ==========   ==========   ==========

The significant components of the Company's deferred tax asset is as follows:

                                                         1998         1997
                                                      ----------   ----------

Available net operating loss carryforwards            $      746   $    3,654

Tax basis in real estate acquired in excess
  of carrying value                                          439          457
                                                      ----------   ----------
                                                           1,185        4,111

Valuation allowance                                       (1,185)      (4,111)
                                                      ----------   ----------

Net deferred tax asset                                $        -   $        -
                                                      ==========   ==========


                                       27


<PAGE>  28


Note 6.  (Continued)

The Company's net operating loss carryforwards of $2,195 will expire in the 
years ending December 31, 2010, 2011 and 2013 at $251, $1,695, and $249, 
respectively.  The utilization of these losses is subject to annual 
limitations due to the Internal Revenue Code.  At December 31, 1997, $2,992 of 
the deferred tax asset was attributable to the net operating loss 
carryforwards of a subsidiary which was disposed of in 1998.

Any tax benefits resulting from the determination of other comprehensive 
income have been fully reserved.



Note 7.  Real Estate Transactions

The Company has an option agreement to sell approximately 46 acres out of a 
larger parcel of real estate held for sale for approximately $7,300 which 
expired August 31, 1998.  However, the agreement has been extended to August 
30, 1999, by the payment of a $50 fee.

During 1996, the Company sold a subsidiary which had as its only asset a 
parcel of real estate.  The proceeds from the sale of $3,340 were shared 
equally with MFC because of MFC's assistance in concluding the sale.  The 
Company's profit from this sale was included in the 1996 financial statements. 
The remaining amount due on the sale of $417 is included in accounts 
receivable at December 31, 1998 and 1997.  The receivable is due September 
1999 and is secured with the real estate.  Management estimates that the fair 
value of the receivable approximates carrying value based on similar 
transactions in the market.



Note 8.  Transactions With Affiliates

At December 31, 1998, due to affiliates was an account payable to another 
subsidiary of MFC which was used by the Company to purchase 500,000 shares of 
MFC's common stock.  The Company received a dividend payment of $10 on these 
shares.

At December 31, 1998 and 1997, another subsidiary of MFC Bancorp held a 
warrant to purchase 125,000 shares of the Company's stock at $.50 per share by 
December 31, 2000.  The warrants were priced in excess of the average trading 
price of the Company's shares in 1998 and 1997.

At December 31, 1997, due to affiliates included $1,088 to MFC for advances 
and a $780 advance to Ichor from another MFC subsidiary.


                                       28


<PAGE>  29

Note 9.  Supplementary Disclosures with Respect to the Statement of Cash Flows

Cash paid for interest during the years ended December 31, 1998, 1997 and 
1996, was $528, $598 and $32, respectively.

Significant noncash transactions in 1998:

1.  The Company transferred its shares in Ichor to another subsidiary of MFC.

2.  The Company sold a subsidiary to a purchaser who assumed the subsidiary's
    liabilities.

Significant noncash transactions in 1997:

1.  Ichor received a $680 note as a part of the sale of its waste oil
    recycling facility which was paid in 1999.

2.  A subsidiary of MFC converted $750 of debt due from Ichor into 75,000
    shares of Ichor's preferred stock which is reflected as minority interest
    at December 31, 1997.

Significant noncash transactions in 1996:

1.  The Company transferred parcels of land to a lender in exchange for
    extinguishment of debt of $1,196.  An extraordinary gain of $257 was
    recognized as a result of this transaction.  In addition, the Company
    transferred a parcel of land to a lender in exchange for extinguishment of
    debt of $511.  No gain or loss was recognized as a result of this
    transaction.

2.  The Company exchanged a subsidiary of MFC in a transaction valued at
    $2,425 for common stock and a note receivable from Ichor.

3.  The waste oil recycling facility was acquired in satisfaction of a loan of
    $2,425.

4.  The Company issued 100,000 common shares at $.50 per share to a lender for
    the release of a conversion right.


                                       29


<PAGE>  30


                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date:  March 26, 1999.     LOGAN INTERNATIONAL CORP.

                           By:   /s/ Michael J. Smith
                               -----------------------------------------------
                               Michael J. Smith
                               President, Chief Financial Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.


/s/ Michael J. Smith                             Date:  March 26, 1999
--------------------------------------
Michael J. Smith
President, Chief Financial Officer and
Director


/s/ Leonard Petersen                             Date:  March 26, 1999
--------------------------------------
Leonard Petersen
Director


/s/ Roland Waldvogel                             Date:  March 26, 1999
--------------------------------------
Roland Waldvogel
Director


                                       30


<PAGE>  31


                                EXHIBIT INDEX

Exhibit Number               Description
--------------               -----------

     3.1                     Articles of Incorporation.(1)

     3.2                     Amendment to Articles of Incorporation dated
                             November 5, 1993.(1)

     3.3                     Amendment to Articles of Incorporation dated
                             April 22, 1994.(1)

     3.4                     Amendment to Articles of Incorporation dated
                             April 14, 1995.(1)

     3.5                     Amendment to Articles of Incorporation dated July
                             10, 1996.  Incorporated by reference to the
                             Corporation's Form 8-K dated June 27, 1996.

     3.6                     Bylaws.(1)

     10.1                    1994 Employee Incentive Plan.(1)

     10.2                    Executive Employment Agreement between the
                             Corporation and Mr. Smith.(1)

     10.3                    Debt Settlement Agreement between the Corporation
                             and ICHOR Corporation dated September 30,
                             1997.(2)

     10.4                    Debt Settlement Agreement between the Corporation
                             and ICHOR Corporation dated February 20, 1998.(2)

     10.5                    Purchase Agreement between the Corporation and
                             MFC Merchant Bank S.A. dated January 4, 1999.
                             Incorporated by reference to the Schedule 13D/A
                             with respect to shares of Ichor dated January 4,
                             1999.

     21                      List of subsidiaries of the Registrant.

     27                      Article 5 - Financial Data Schedule for the year
                             ended December 31, 1998.

---------------
(1)  Incorporated by reference to the Corporation's Registration Statement on
     Form 10-SB.
(2)  Incorporated by reference to the Schedule 13D/A with respect to shares of
     Ichor dated March 13, 1998.