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

                                   FORM 10-K/A
                                (Amendment No. 1)

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

                   For the fiscal year ended December 31, 1997

               TRANSACTION 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  $841,257 as of March 24,  1998,  computed on the
basis of the closing price on such date.

As of March 24, 1998, there were 10,837,808  shares of the  Registrant's  Common
Stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

None.

<PAGE>


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.





<PAGE>


This  Amendment  No. 1 on Form 10-K/A amends the  Registrant's  Annual Report on
Form 10-K filed March 31, 1998.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following  table sets forth  information  regarding the nominee for
election as a director,  each director  whose term of office will continue after
the Annual Meeting of Shareholders of Logan International Corp.
(the "Company") to be held on July 9, 1998, and the Company's executive officer.

<TABLE>
<CAPTION>
                                                                                        Expiration of
Name                       Current Position with the Company                    Age     Term as a Director
<S>                        <C>                                                  <C>     <C>                      
Michael J. Smith           Chairman, President, Chief Financial
                           Officer and Director                                 50            1999
Leonard Petersen           Director                                             44            1998
Roland Waldvogel           Director                                             32            2000

         Michael J. Smith became  President  and Chairman of the Company  during
1996 and has served as Chief  Financial  Officer  and a director  since  January
1994. From that date until 1996, he was Executive Vice President of the Company.
Mr. Smith was Chief Financial Officer of Mercer International Inc. from May 1988
until 1996. He is President,  Chief Executive Officer and a director of MFC. Mr.
Smith is Chief  Executive  Officer,  Chief  Financial  Officer and a director of
Drummond and of ICHOR Corporation.

         Leonard Petersen has been a director of the Company since January 1994.
Since  1990,  he has  served  as a  director  and a senior  officer  of  Pemcorp
Management, Inc. He was a chartered accountant with Davidson & Company from 1987
to 1990. Mr. Petersen is a director of ICHOR Corporation.

         Roland Waldvogel has been a director of the Company since January 1994.
He is a Swiss resident who is an independent  trust officer in  Switzerland.  He
was formerly with Fidinam Trust Company, Zurich, Switzerland.
</TABLE>

Section 16(a) Beneficial Ownership Reporting Compliance.

         Section  16(a) of the  Securities  and Exchange Act of 1934, as amended
(the "Exchange Act") requires that the Company's officers and directors, and any
beneficial owner of more than 10% of the Company's  outstanding shares of common
stock,  $0.01 par value per share ("Common  Shares"),  file reports of ownership
and changes of  ownership  with the  Securities  and  Exchange  Commission  (the
"SEC").  Officers,  directors  and  beneficial  owners  of more  than 10% of the
outstanding  Common Shares are required by SEC regulation to furnish the Company
with copies of all such reports they file.

         Based  solely on the review of the copies of such  reports  received by
the  Company,  and on written  representations  by the  Company's  officers  and
directors regarding their compliance with the applicable reporting  requirements
under Section 16(a) of the Exchange Act, the Company believes that, with respect
to its fiscal year ended  December 31, 1997,  all of its officers and  directors
filed all required reports under Section 16(a) in a timely manner.

<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

         The following table sets forth  information on the annual  compensation
for  each of the  Company's  last  three  fiscal  years of the  Company's  Chief
Executive Officer.  None of the Company's  executive officers received aggregate
annual  remuneration  from the Company in excess of  $100,000  during the fiscal
year ended December 31, 1997.

<TABLE>
<CAPTION>

                                Annual Compensation                                   Long-Term
                                                                                     Compensation
                                                                 Other Annual         Securities         All Other
   Name and Principal       Year    Salary($)     Bonus($)      Compensation($)       Underlying      Compensation($)
         Position                                                                      Options/
<S>                       <C>       <C>           <C>            <C>                <C>               <C>
                                                                                         SARs(#)
Michael J. Smith           1997         $50,000       0                0                  0                  0
Chief Executive Officer    1996         $50,000       0                0              230,000(1)             0
                           1995         $50,000       0                0                   0                 0

------------------------
</TABLE>

     (1)  Cancelled  in December  1996 by  agreement  between Mr.  Smith and the
Company.

Employment Agreement

         Mr. Smith has entered  into an  employment  agreement  with the Company
dated as of June 23, 1994. The agreement generally provides,  subject to certain
termination provisions, for continued employment of Mr. Smith for a period of 36
months with automatic one-month renewals,  so that the contract at all times has
a remaining  term of 36 months.  The  agreement  provides  for a base salary and
other  compensation  as  determined  by the board of  directors.  The  agreement
contains change-in-control  provisions pursuant to which, if a change in control
(as defined in the  agreement)  occurs,  Mr.  Smith may only be  discharged  for
cause.  In the event Mr. Smith is  terminated  without cause or resigns for good
reason (as defined in the  agreement)  within  eighteen  months of the change in
control,  he shall be entitled to a severance  payment of three times his annual
salary under the agreement and all unvested  rights in any stock option or other
benefit plans shall vest in full.  If Mr. Smith is  terminated  without cause or
resigns for good reason after eighteen months of the change in control, he shall
be entitled to a severance payment of a proportionate amount based on the length
of time  remaining in the term of the agreement of three times his annual salary
under the agreement and all unvested rights in any stock option or other benefit
plans  shall vest in full.  In  addition,  Mr.  Smith will  continue  to receive
equivalent  benefits  as  were  provided  at the  date  of  termination  for the
remaining term of the agreement.

Stock Options

         No stock  options were  granted to Mr.  Smith during 1997.  In December
1996, Mr. Smith and the Company agreed to cancel outstanding options held by Mr.
Smith to purchase 230,000 Common Shares.

<PAGE>

Compensation of Directors

         The  directors  do not  receive  cash  compensation  for  service  as a
director.  The Company  reimburses the directors and officers for their expenses
incurred  in  connection  with their  duties as  directors  and  officers of the
Company.


         The following Report of the Directors on Executive Compensation and the
Peformance Graph included in this Amendment No. 1 to the Company's Form 10-K for
the year  ended  December  31,  1997 shall not be deemed to be  incorporated  by
reference by any general  statement  incorporating  for  reference the Company's
Form 10-K, as amended,  into any filing under the  Securities Act of 1933 or the
Securities  Exchange Act of 1934, except to the extent the Company  specifically
incorporates  this  information by reference,  and shall not otherwise be deemed
filed under the Acts.

Report of the Directors on Executive Compensation

         The Company is actively marketing certain of its real estate assets and
redeploying  others to finance  the  acquisition  of  controlling  interests  in
operating  businesses.  In this phase of identifying and evaluating  acquisition
candidates,  the Board of Directors  believes that an adjustment in Mr.  Smith's
compensation is unwarranted.  Accordingly, the Board of Directors maintained Mr.
Smith's 1997 compensation at the level specified in his employment agreement.

  /s/ Michael J. Smith     /s/ Leonard Petersen     /s/ Roland Waldvogel

Performance Graph

         The  information  set  forth in the  table  below  and the graph on the
following  page  compares  the value of the Common  Shares to the Nasdaq  Market
Index and to the MG  Industry  Group  Index for Real  Estate  Investment  Trusts
prepared  by Media  General  Financial  Services.  Each of the total  cumulative
returns  presented assumes a $100 investment on July 17, 1995, the date on which
the  Company's  Common  Shares  began  trading  publicly,  and  reinvestment  of
dividends.
<TABLE>
<CAPTION>

         Company Name                                                   Fiscal Year Ending December 31
           or Index                July 17, 1995

                                                    ------------------------------------------------------------------------
                                                             1995                    1996                    1997
                                                             ----                    ----                    ----
<S>                               <C>                      <C>                       <C>                     <C> 

Logan International Corp.             100.00                14.29                     14.29                  16.07
Nasdaq Market Index                   100.00               102.74                    127.67                 156.17
MG Group Index                        100.00               107.97                    144.35                 170.08


</TABLE>

<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  tables  set forth  certain  information  regarding  the
beneficial  ownership of the Company's  Common  Shares and 5% Cumulative  Voting
Preferred Stock Series B, $0.01 par value per share (the "Preferred  Shares") as
of May 21,  1998,  by each  shareholder  who is known by the Company to own more
than five  percent of each class  outstanding.  On that date,  the  Company  had
10,837,808 Common Shares and 60,000 Preferred Shares outstanding.  The following
is based solely on statements filed with the Securities and Exchange  Commission
and other information the Company believes to be reliable. None of the Company's
executive officers or directors owns any of the Company's equity securities.
<TABLE>
<CAPTION>

                                         Number of        Percent of        Number of       Percent of        Percent of
        Name and Address of            Common Shares    Common Shares      Preferred         Preferred         Voting
                                          -------         -------           -------           -------           -------
          Beneficial Owner                                                   Shares           Shares            Shares
<S>                                    <C>              <C>                <C>                <C>             <C>    

MFC Bancorp Ltd.                         7,640,960          70.5%           60,000(1)         100.0%           71.1%(1)
6 Cours de Rive
CH 1211 Geneva, Switzerland

---------------
</TABLE>

(1)       Includes 60,000  Preferred  Shares over which MFC Bancorp Ltd. ("MFC")
          shares  voting  and   dispositive   power  with   Drummond   Financial
          Corporation   ("Drummond").   MFC  beneficially   owns  47.9%  of  the
          outstanding    voting   securities   of   Drummond   Financial   Corp.
          ("Drummond"),  comprised  of shares of Common  Stock of Drummond as to
          which MFC shares voting and  dispositive  power with its  wholly-owned
          subsidiary,  Ballinger  Corporation,  and all of Drummond's  Series 1,
          Preferred Stock.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In 1996,  the Company  sold the shares of a  subsidiary  of the Company
that  had  as its  only  asset  a  parcel  of  real  estate.  The  property  had
environmental  problems  that made it difficult to develop or sell.  The Company
agreed to share the proceeds of sale equally with MFC,  because MFC  facilitated
the sale to a foreign  purchaser.  The sale resulted in a $417,000 profit to the
Company.  The Company  received  $1,250,000 of the  purchaser's  $1,752,000 cash
downpayment.  The balance of the  $3,340,000  purchase price is due in September
1998. Mr. Smith is the President, Chief Executive Officer and a Director of MFC.

         On January 1, 1997, MFC purchased an unaffiliated lender from which the
Company had a line of credit on which it had  borrowed  $498,000 at December 31,
1996. On January 10, 1997, the Company paid the lender in full.

         Drummond  established a $750,000 credit facility for ICHOR  Corporation
("ICHOR") and its wholly-owned  subsidiary,  ICHOR Services, Inc., pursuant to a
loan agreement  effective  January 15, 1997, as amended effective June 30, 1997.
The demand  loan is secured by all of the  personal  property of ICHOR and ICHOR
Services,  Inc.  and  accrues  interest at 10% per annum.  After June 30,  1997,
Drummond  increased  the credit  facility  on the same terms to  $780,000.  That
amount was the principal balance outstanding at December 31, 1997 and the amount
currently  outstanding.  Mr. Smith is President,  Chief Executive Officer, Chief
Financial Officer and a director of Drummond,  and Mr. Petersen is a director of
Drummond.
<PAGE>

         At December 31,  1997,  the Company  owed MFC  $1,088,000  for advances
including  $263,000 for management  fees and  reimbursable  expenses  accrued in
1996. MFC's obligation is secured by all of the Company's personal property. MFC
continues to provide management  services to the Company but has not charged the
Company for them since 1996.



                                     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   Changes   in   Shareholders'   Equity*
         Consolidated Statements of Cash Flows* Notes to Financial Statements*

         *Incorporated by reference to the  Corporation's  Annual Report on Form
10-K dated March 31, 1998.

         (2)      List of Exhibits

        EXHIBIT   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.(2)

         3.6      Bylaws.(1)

         10.1     Revolving Credit Agreement between EHP Finco Ltd. 
                  And the Corporation.(1)

         10.2     1994 Employee Incentive Plan.(1)

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

         10.4     Subscription Agreement between the Corporation and 
                  Drummond Financial Corporation (formerly CVD
                  Financial Corporation) dated June 20, 1996.(2)

         10.5     Subscription Agreement between the Corporation and 
                  MFC Bancorp Ltd. (formerly Arbatax International Inc.) 
                  dated December 2, 1996.  Incorporated by reference to
                  the Schedule 13D/A with respect to shares of the Corporation
                  dated December 16, 1996.

         10.6     Assignment Agreement between the Corporation and
                  MFC Bancorp Ltd. dated December 2, 1996.(3)

         10.7     Purchase and Sale Agreement between the Corporation and 
                  ICHOR Corporation dated December 13, 1996.(3)

         10.8     Debt Settlement Agreement between the Corporation and 
                  ICHOR Corporation dated September 30, 1997.(4)

         10.9     Debt Settlement Agreement between the Corporation and 
                  ICHOR Corporation dated February 20, 1998.(4)

         21       List of Subsidiaries of the Registrant.(5)

         27       Article 5 - Financial Data Schedule for the year ended
                  December 31, 1997.(5)

     (1)Incorporated by reference to the Corporation's Registration 
Statement on Form 10-SB.  
     (2)Incorporated  by reference to the  Corporation's  Form 8-K dated
June 27, 1996.  
     (3)Incorporated by reference to the Corporation's Form 8-K dated
December 18, 1996.
     (4)Incorporated  by reference  to the  Schedule  13D/A with respect to
shares of ICHOR Corporation dated March 13, 1998.
     (5)Incorporated  by reference to the  Corporation's  Annual  Report on
Form 10-K dated March 31, 1998.


(b)      Reports on Form 8-K

         None.



<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, the Registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                           LOGAN INTERNATIONAL CORP.


 Date:    May 29, 1998      By:        /s/ Michael J. Smith
                                  --------------------------
                                   Michael J. Smith
                                   President and Chief Financial Officer



<PAGE>


                            LOGAN INTERNATIONAL CORP.

                                  EXHIBIT INDEX

        EXHIBIT   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.(2)

         3.6      Bylaws.(1)

         10.1     Revolving Credit Agreement between EHP Finco Ltd. 
                  And the Corporation.(1)

         10.2     1994 Employee Incentive Plan.(1)

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

         10.4     Subscription Agreement between the Corporation and 
                  Drummond Financial Corporation (formerly CVD
                  Financial Corporation) dated June 20, 1996.(2)

         10.5     Subscription Agreement between the Corporation and 
                  MFC Bancorp Ltd. (formerly Arbatax International Inc.) 
                  dated December 2, 1996.  Incorporated by reference to the
                  Schedule 13D/A with respect to shares of the Corporation 
                  dated December 16, 1996.

         10.6     Assignment Agreement between the Corporation and MFC Bancorp
                  Ltd. dated December 2, 1996.(3)

         10.7     Purchase and Sale Agreement between the Corporation an
                  ICHOR Corporation dated December 13, 1996.(3)

         10.8     Debt Settlement Agreement between the Corporation and 
                  ICHOR Corporation dated September 30, 1997.(4)

         10.9     Debt Settlement Agreement between the Corporation and 
                  ICHOR Corporation dated February 20, 1998.(4)

         21       List of Subsidiaries of the Registrant.(5)

         27       Article 5 - Financial Data Schedule for the year ended 
                  December 31, 1997.(5)


     (1)Incorporated by reference to the Corporation's Registration Statement on
Form 10-SB.  
     (2)Incorporated  by reference to the  Corporation's  Form 8-K dated
June 27, 1996.  
     (3)Incorporated by reference to the Corporation's Form 8-K dated
December 18, 1996.
     (4)Incorporated  by reference  to the  Schedule  13D/A with respect to
shares of ICHOR Corporation dated March 13, 1998.
     (5)Incorporated  by reference to the  Corporation's  Annual  Report on
Form 10-K dated March 31, 1998.


--------