UNITED STATESSECURITIES
AND EXCHANGE COMMISSION  Washington, D.C. 20549

# FORM 10Q

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

# For the quarterly
period ended June 30, 2004

or

|       |                                                                                        
|------ | ---------------------------------------------------------------------------------------
|[    ] | 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

TRIMAINE HOLDINGS, INC.(Exact name of
Registrant as specified in its charter)

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

Unit 803, Dina
House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong (Address of office)

(852) 2537 3613 (Registrants
telephone number, including area code)

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  whether
 the  Registrant  is an  accelerated  filer (as defined in Rule 12b-2 of the Act). Yes
 _____________               NoX

Indicate the number of shares
outstanding of each of the Registrants classes of common stock, as of the latest
practicable date:

|                                   |                             
|---------------------------------- | ----------------------------
|Class                              | Outstanding at July 30, 2004
|Common Stock, $0.01
     par value | 15,217,097                  

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2

# PART I.    FINANCIAL
INFORMATION

# ITEM 1. FINANCIAL
STATEMENTS

# TRIMAINE HOLDINGS, INC.

# CONSOLIDATED FINANCIAL
STATEMENTS

# FOR THE SIX MONTHS
ENDED JUNE 30, 2004

# (Unaudited)

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3

# TRIMAINE HOLDINGS, INC. Consolidated Balance
Sheets(Unaudited) (Dollars in thousands)

|                                          | June 30, 2004 | December 31, 2003
|----------------------------------------- | ------------- | -----------------
|ASSETS                                    |               |                  
|Current Assets                            |               |                  
|Cash and cash equivalents                 |               |                  
|Real estate held for development and sale |               |                  
|Other assets                              |               |                  
|                                          |               |                  
|Total current assets                      |               |                  
|Investments                               |               |                  
|                                          |               |                  
|                                          |               |                  
|                                          |               |                  
|LIABILITIES AND SHAREHOLDERS' EQUITY      |               |                  
|Current Liabilities                       |               |                  
|Accounts payable                          |               |                  
|Accrued liabilities                       |               |                  
|Income tax payable                        |               |                  
|Advance from affiliates                   |               |                  
|                                          |               |                  
|Total current liabilities                 |               |                  
|Deferred Income Tax Liability             |               |                  
|                                          |               |                  
|                                          |               |                  
|Shareholders' Equity                      |               |                  
|Preferred stock                           |               |                  
|Common stock                              |               |                  
|Additional paid-in capital                |               |                  
|Deficit                                   |               |                  
|Accumulated other comprehensive income    |               |                  
|                                          |               |                  
|Total equity                              |               |                  
|                                          |               |                  
|                                          |               |                  
|                                          |               |                  

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

---

4

# TRIMAINE HOLDINGS, INC. Consolidated
Statements of Operations and Deficit(Unaudited)(Dollars in thousands,
except per share amounts)

|                                    | For the Six
Months Ended
June 30, 2004 | For the Six
Months Ended
June 30, 2003
|----------------------------------- | -------------------------------------- | --------------------------------------
|Revenues                            |                                        |                                       
|Investment and other income         |                                        |                                       
|                                    |                                        |                                       
|Costs and expenses                  |                                        |                                       
|General and administrative expenses |                                        |                                       
|Interest                            |                                        |                                       
|                                    |                                        |                                       
|                                    |                                        |                                       
|                                    |                                        |                                       
|Loss before income tax              |                                        |                                       
|Income tax expenses (benefit)       |                                        |                                       
|                                    |                                        |                                       
|Net loss                            |                                        |                                       
|Deficit, beginning of period        |                                        |                                       
|Dividends paid on preferred shares  |                                        |                                       
|                                    |                                        |                                       
|Deficit, end of period              |                                        |                                       
|                                    |                                        |                                       
|Basic loss per share                |                                        |                                       
|                                    |                                        |                                       

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

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5

# TRIMAINE HOLDINGS, INC. Consolidated
Statements of Operations and Deficit(Unaudited)(Dollars in thousands,
except per share amounts)

|                                    | For the Three
Months Ended
June 30, 2004 | For the Three
Months Ended
June 30, 2003
|----------------------------------- | ---------------------------------------- | ----------------------------------------
|Revenues                            |                                          |                                         
|Investment and other income         |                                          |                                         
|                                    |                                          |                                         
|Costs and expenses                  |                                          |                                         
|General and administrative expenses |                                          |                                         
|Interest                            |                                          |                                         
|                                    |                                          |                                         
|                                    |                                          |                                         
|                                    |                                          |                                         
|Loss before income tax              |                                          |                                         
|Income tax expenses (benefit)       |                                          |                                         
|                                    |                                          |                                         
|Net income (loss)                   |                                          |                                         
|Deficit, beginning of period        |                                          |                                         
|Dividends paid on preferred shares  |                                          |                                         
|                                    |                                          |                                         
|Deficit, end of period              |                                          |                                         
|                                    |                                          |                                         
|Basic loss per share                |                                          |                                         
|                                    |                                          |                                         

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

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6

# TRIMAINE HOLDINGS, INC.Consolidated
Statements of Comprehensive Income(Unaudited)(Dollars in thousands)

|                                            | For the Six
Months Ended
June 30, 2004 | For the Six
Months Ended
June 30, 2003
|------------------------------------------- | -------------------------------------- | --------------------------------------
|Net loss                                    |                                        |                                       
|Other comprehensive gain :                  |                                        |                                       
|Unrealized gain on securities, net of taxes |                                        |                                       
|                                            |                                        |                                       
|Total comprehensive income                  |                                        |                                       
|                                            |                                        |                                       

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

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7

# TRIMAINE HOLDINGS, INC. Consolidated
Statements of Comprehensive Income(Unaudited)(Dollars in thousands)

|                                                   | For the Three
Months Ended
June 30, 2004 | For the Three
Months Ended
June 30, 2003
|-------------------------------------------------- | ---------------------------------------- | ----------------------------------------
|Net income (loss)                                  |                                          |                                         
|Other comprehensive gain(loss) :                   |                                          |                                         
|Unrealized gain (loss) on securities, net of taxes |                                          |                                         
|                                                   |                                          |                                         
|Total comprehensive income (loss)                  |                                          |                                         
|                                                   |                                          |                                         

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

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8

# TRIMAINE HOLDINGS, INC.Consolidated Statement
of Cash Flows(Unaudited)(Dollars in thousands)

|                                               | For the Six
Months Ended
June 30, 2004 | For the Six
Months Ended
June 30, 2003
|---------------------------------------------- | -------------------------------------- | --------------------------------------
|Cash Flows from Operating Activities           |                                        |                                       
|Net loss                                       |                                        |                                       
|Adjustments to reconcile net loss to           |                                        |                                       
|net cash used in operating activities:         |                                        |                                       
|Changes in operating assets and liabilities:   |                                        |                                       
|Real estate held for development and sale      |                                        |                                       
|Accounts payable and accrued liabilities       |                                        |                                       
|Amount due to affiliates                       |                                        |                                       
|Income tax liabilities                         |                                        |                                       
|Deferred income tax liability                  |                                        |                                       
|Other                                          |                                        |                                       
|                                               |                                        |                                       
|Net cash used in operating activities          |                                        |                                       
|Cash Flows from Investing Activities           |                                        |                                       
|Decrease in note receivable                    |                                        |                                       
|                                               |                                        |                                       
|Net cash provided by investing activities      |                                        |                                       
|Cash Flows from Financing Activities           |                                        |                                       
|Repurchases of common shares                   |                                        |                                       
|Dividends paid on preferred shares             |                                        |                                       
|                                               |                                        |                                       
|Net cash used in financing activities          |                                        |                                       
|                                               |                                        |                                       
|Change in cash and cash equivalents            |                                        |                                       
|Cash and cash equivalents, beginning of period |                                        |                                       
|                                               |                                        |                                       
|Cash and cash equivalents, end of period       |                                        |                                       
|                                               |                                        |                                       

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

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9

# TRIMAINE HOLDINGS, INC. Notes to Consolidated
Financial StatementsJune 30, 2004 (Unaudited)

# Note 1. Basis of
Presentation

The interim period consolidated
financial statements contained herein have been prepared by the Registrant pursuant to
the rules and regulations of the U.S. Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements prepared
in accordance with accounting principles generally accepted in the United States have
been condensed or omitted pursuant to such rules and regulations. These interim period
statements should be read together with the audited consolidated financial statements and
accompanying notes included in the Registrants latest annual report on Form 10K
for the year ended December 31, 2003. In the opinion of the Registrant, the unaudited
consolidated financial statements contained herein contain all adjustments necessary in
order to present a fair statement of the results for the interim periods presented. The
results for the periods presented herein may not be indicative of the results for the
entire year.

# Note 2. Earnings (Loss)
Per Share

Basic earnings (loss) per share is
computed by dividing income (loss) available to common shareholders by the weighted
average number of common shares outstanding in the period. The weighted average number of
shares outstanding was 15,217,097 and 15,231,869 for the six months ended June 30, 2004
and 2003, respectively, and 15,217,097 and 15,221,622 for the three months ended June 30,
2004 and 2003, respectively. There were no potentially dilutive securities outstanding
during the six months and three months ended June 30, 2004 and 2003, respectively.

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10

ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis
of the results of operations and financial condition of our company for the six months and
three months ended June 30, 2004 should be read in conjunction with the consolidated
financial statements and related notes included in this quarterly report, as well as the
most recent annual report on Form 10-K for the year ended December 31, 2003 filed with the
Securities and Exchange Commission.

Much of the information included in
this quarterly report includes or is based upon estimates, projections or other
forward-looking statements. Such forward-looking statements include any
projections or estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon which they
are based, are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially, from any
estimates, predictions, projections, assumptions, or other future performance suggested
herein. We undertake no obligation to update forward-looking statements to reflect events
or circumstances occurring after the date of such statements.

Such estimates, projections or other
forward-looking statements involve various risks and uncertainties as outlined
below. We caution readers of this quarterly report that important factors in some cases
have affected and, in the future, could materially affect actual results and cause actual
results to differ materially from the results expressed in any such estimates, projections
or other forward-looking statements. In evaluating us, our business and any
investment in our business, readers should carefully consider the risk factors that are
included in our annual report.

We operate in the financial services
industry. As part of the financial services industry, we have certain real estate assets
which are held for sale. All of our 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. We intend, as opportunities arise, to monetize our real estate
assets to finance the acquisition of interests in operating businesses. We may also
acquire additional real estate assets. We 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.

During the year ended December 31,
2003, our remaining property in Gig Harbor (approximately 47 acres) was sold.

Our undeveloped real estate
properties are located in the Puget Sound region of Washington State and consist of three
parcels totalling approximately 42 acres which are zoned for neighbourhood retail and
light industrial. One parcel totalling approximately 3 acres is zoned for high residential
use. We are seeking to sell these parcels and do not intend to fully develop the majority
of them prior to sale. We typically engage in such preliminary development work as is
necessary to maximize the value of the parcels prior to their sale.

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11

# Results of Operations
 Six Months Ended June 30, 2004

Revenues were $18,000 for the six
months ended June 30, 2004, compared to $6,000 for the same period in 2003, and primarily
consists of interest income and investment income .

Costs and expenses were $214,000 for
the six months ended June 30, 2004, compared to $178,000 for the same period in 2003 and
consisted primarily of general and administrative expenses. Interest expense increased
marginally for the six months ended June 30, 2004 from the same period of 2003.

We had a net loss of $0.2 million for
the six months ended June 30, 2004, compared to $0.1 million for the same period in 2003.

# Results of Operations
 Three Months Ended June 30, 2004

Revenues were $12,000 for the three
months ended June 30, 2004, compared to $44,000 for the same period in 2003, and primarily
consists of interest income and investment income. A decrease in current period was due to
a decrease in the average cash balance in the current period.

Costs and expenses were $73,000 for
the three months ended June 30, 2004 and 2003, respectively and consisted primarily of
general and administrative expenses. Interest expenses were $2,000 for the three months
ended June 30, 2004 and 2003, respectively.

We had a net loss of $0.1 million for
the three months ended June 30, 2004, compared to net income of $33,000 for the same
period in 2003.

# Liquidity and Capital
Resources

We had cash and cash equivalents of
approximately $4.5 million at June 30, 2004, compared to $5.5 million at December 31,
2003. We had real estate held for development and sale of $0.5 million at June 30, 2004
and at December 31, 2003, respectively.

Operating activities used cash of
$693,000 for the six months ended June 30, 2004, compared to $13,000 for the same period
in 2003. A decrease in accounts payable and accrued liabilities used cash of $36,000 for
the six months ended June 30, 2004, compared to an increase of the same providing cash of
$25,000 for the same period in 2003. A decrease in amounts due to affiliates used cash of
$437,000 for the six months ended June 30, 2004, compared to an increase of the same
providing cash of $172,000 for the same period in 2003.

Investing activities provided cash of
nil for the six months ended June 30, 2004, compared to $700,000 for the same period in
2003 primarily as a result of repayments received on a notereceivable.

Financing activities used cash of$300,000 for the six months ended June 30, 2004, compared to $309,000 for the same
period in 2003, primarily as a result of the payment of dividends on our preferred stock.

We have no commitments for capital
expenditures in relation to our undeveloped real estate, although we may need to provide
funds for predevelopment work on certain parcels in order to enhance our
marketability and sale value.

---

12

We believe that our assets should
enable us to meet our current ongoing liquidity requirements.

# Critical Accounting
Policies

Reference is made to our annual
report on Form 10-K for the fiscal year ended December 31, 2003 for information concerning
critical accounting policies.

ITEM 3.  QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from
changes in foreign currency exchange rates and interest rates which could impact our
results of operations and financial condition. We do not enter into derivative contracts
for our own account to hedge against these risks. From the year ended December 31, 2003 to
June 30, 2004 we have not experienced any material quantitative changes in market risk
exposure, except for equity price risk as a result of market fluctuation.

Interest Rate Risk

Fluctuations in interest rates may
affect the fair value of the fixed interest rate financial instruments. An increase in
market interest rates may decrease the fair value of the fixed interest rate financial
instrument assets. A decrease in market interest rates may increase the fair value of the
fixed interest rate financial instrument assets. Our financial instruments which may be
sensitive to interest rate fluctuations include a note receivable, which was paid in full
during the year ended December 31, 2003. Accordingly, we did not have financial
instruments subject to interest rate risk in 2003. The following tables provide
information about our exposure to interest rate fluctuations for the carrying amount of
financial instruments that may be sensitive to such fluctuations as at December 31, 2002
and expected cash flows from these instruments.

`As at December 31, 2002
                                                   (in thousands)
                                                                           Expected Future Cash Flow
                        Carrying Value    Fair Value      2003    2004       2005    2006       2007    Thereafter
Note receivable         $728              $728            $764     $0         $0       $0        $0       $0`

Foreign Currency Exchange
Rate Risk

The reporting currency of our company
is the U.S. dollar. We hold certain financial instruments denominated in Canadian dollars.
A depreciation of the Canadian dollar against the U.S. dollar will decrease the fair value
of financial instrument assets. An appreciation of the Canadian dollar against the U.S.
dollar will increase the fair value of financial instrument assets. Our financial
instruments which may be sensitive to foreign currency exchange rate fluctuations are
investments. The following tables provide information about our exposure to foreign
currency exchange rate fluctuations for the carrying amount of financial instruments that
may be sensitive to such fluctuations as at December 31, 2003 and 2002, respectively, and
expected cash flows from these instruments.

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13

`As at December 31, 2003
                                                   (in thousands)
                                                                           Expected Future Cash Flow
                        Carrying Value    Fair Value      2004     2005       2006     2007      2008     Thereafter
Investments(1)          $12               $12             $0       $0         $0       $0        $0       $12`

(1)    
          Investments consists of equity securities, which are denominated in Canadian
          dollars.

`As at December 31, 2002
                                                   (in thousands)
                                                                           Expected Future Cash Flow
                        Carrying Value    Fair Value      2003     2004       2005     2006      2007     Thereafter
Investments(1)          $14               $14             $0       $0         $0       $0        $0       $14`

(1)    
          Investments consists of equity securities, which are denominated in Canadian
          dollars.

Equity Price Risk

Changes in trading prices of equity
securities may affect the fair value of equity securities or the fair value of other
securities convertible into equity securities. An increase in trading prices will increase
the fair value and a decrease in trading prices will decrease the fair value of equity
securities or instruments convertible into equity securities. Our financial instruments
which may be sensitive to fluctuations in equity prices are investments. The following
tables provide information about our exposure to fluctuations in equity prices for the
carrying amount of financial instruments sensitive to such fluctuations as at June 30,
2004, December 31, 2003 and 2002, respectively, and expected cash flows from these
instruments.

`As at June 30, 2004
                                                   (in thousands)
                                                                           Expected Future Cash Flow
                        Carrying Value    Fair Value      2004     2005       2006     2007      2008     Thereafter
Investments(1)          $35,395           $35,395         $0       $0         $0       $0        $0       $35,395`

(1)    
          Investments consists of equity securities.

`As at December 31, 2003
                                                   (in thousands)
                                                                           Expected Future Cash Flow
                        Carrying Value    Fair Value      2004     2005       2006     2007      2008     Thereafter
Investments(1)          $34,985           $34,985         $0       $0         $0       $0        $0       $34,985`

(1)    
          Investments consists of equity securities

`As at December 31, 2002
                                                   (in thousands)
                                                                           Expected Future Cash Flow
                        Carrying Value    Fair Value      2003     2004       2005     2006      2007     Thereafter
Investments(1)          $13,741           $13,741         $0       $0         $0       $0        $0       $13,741`

(1)    
          Investments consists of equity securities

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14

ITEM 4. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the
Exchange Act, as at June 30, 2004 (being the end of the period covered by this quarterly
report on Form 10-Q) we have carried out an evaluation of the effectiveness of the design
and operation of our companys disclosure controls and procedures. This evaluation
was carried out under the supervision and with the participation of our companys
management, including our companys president and chief executive officer. Based upon
that evaluation, our companys president and chief executive officer concluded that
our companys disclosure controls and procedures are effective as at the end of the
period covered by this report. There have been no significant changes in our
companys internal controls or in other factors, which could significantly affect
internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures
are controls and other procedures that are designed to ensure that information required to
be disclosed in our companys reports filed or submitted under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commissions rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our companys reports filed under the
Exchange Act is accumulated and communicated to management, including our companys
president and chief executive officer as appropriate, to allow timely decisions regarding
required disclosure.

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15

# PART II.     OTHER
INFORMATION

# Item 1. Legal
Proceedings.

To our knowledge we are not a party
to any litigation as at July 31, 2004. We anticipate that, from time to time, we
periodically may become subject to other legal proceedings in the ordinary course of our
business. We are unable to ascertain the ultimate aggregate amount of monetary liability
or financial impact of the above matters which seek damages of material or indeterminate
amounts, and therefore cannot determine whether these actions, suits, claims or
proceedings will, individually or collectively, have a material adverse effect on our
business, results of operations, and financial condition. We intend to vigorously defend
these actions, suits, claims and proceedings.

# Item 2. Changes in
Securities and Use of Proceeds.

None.

# Item 3. Defaults Upon
Senior Securities.

None.

Item 4. Submission of Matters to a
Vote of Security Holders.

None.

# Item 5. Other
Information.

None.

# ITEM 6. EXHIBITS AND
REPORTS ON FORM 8K

Exhibit Number/Description

| | 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 (2)
| | --- | --------------------------------------------------------------

| | 3.6 | Amendment
to Articles of Incorporation dated March 23, 2000 (3)
| | --- | ---------------------------------------------------------------

| | 3.7 | Bylaws
(1)
| | --- | ----------

| | 10.1 | Debt
Settlement Agreement with ICHOR Corporation dated September 30, 1997 (4)
| | ---- | -----------------------------------------------------------------------------

| | 10.2 | Debt
Settlement Agreement with ICHOR Corporation dated February 20, 1998 (4)
| | ---- | ----------------------------------------------------------------------------

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16

| | 10.3 | Purchase
Agreement with MFC Merchant Bank S.A. dated January 4, 1999 (5)
| | ---- | ------------------------------------------------------------------------

| | 14.1 | Code
of Ethics (6)
| | ---- | ------------------

| | 31* | Section
302 Certification of Michael Smith, dated March 30, 2004
| | --- | ----------------------------------------------------------------

| | 32* | Section
906 Certification of Michael Smith, dated March 30, 2004
| | --- | ----------------------------------------------------------------

| | 21.1 | Subsidiaries
of our company                             Inverness Enterprises Ltd.
                            Trimaine Holdings Ltd.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------

* Filed herewith.

(1)        
                     Incorporated by reference to our Registration Statement on Form 10-SB.

(2)        
                     Incorporated by reference to our Form 8-K, as filed on June 27, 1996.

(3)        
                     Incorporated by reference to our Form 8-K, as filed on March 29, 2000.

(4)        
                     Incorporated by reference to the Schedule 13D/A with respect to shares of ICHOR
                    Corporation dated March 13, 1998, as filed on March 16, 1998 (SEC File Number
                    005-47505).

(5)        
                     Incorporated by reference to the Schedule 13D/A with respect to shares of ICHOR
                    Corporation dated January 4, 1999, as filed on January 14, 1999 (SEC File Number
                    005-47505)

(6)        
                     Incorporated by reference to our Form 10-K, as filed on March 30, 2004.

(b)    Reports
on Form 8K

None.

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17

# SIGNATURES

In accordance with the requirements
of the Securities Exchange Act of 1934, the Registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 16, 2004

TRIMAINE HOLDINGS, INC.  By:  /s/ Michael J. SmithMichael
J. Smith, President, Chief Financial Officer and Director