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 September 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. Employer
Identification 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 _________
                No   X

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 November 12, 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 NINE MONTHS
ENDED SEPTEMBER 30, 2004

# (Unaudited)

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3

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

|                                          | September 30, 2004 | December 31, 2003
|----------------------------------------- | ------------------ | -----------------
|ASSETS                                    |                    |                  
|Current Assets                            |                    |                  
|Cash and cash equivalents                 |                    |                  
|Real estate held for development and sale |                    |                  
|Advance to affiliates                     |                    |                  
|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.

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4

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

|                                    | For the Nine
Months EndedSeptember 30, 2004 | For the Nine
Months EndedSeptember 30, 2003
|----------------------------------- | ------------------------------------------- | -------------------------------------------
|                                    |                                             |                                            
|Revenues                            |                                             |                                            
|Investment and other income         |                                             |                                            
|                                    |                                             |                                            
|Costs and expenses                  |                                             |                                            
|General and administrative expenses |                                             |                                            
|Interest                            |                                             |                                            
|                                    |                                             |                                            
|                                    |                                             |                                            
|                                    |                                             |                                            
|Loss before income tax              |                                             |                                            
|Income tax 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 EndedSeptember 30, 2004 | For the Three
Months EndedSeptember 30, 2003
|----------------------------------- | -------------------------------------------- | --------------------------------------------
|Revenues                            |                                              |                                             
|Investment and other income         |                                              |                                             
|                                    |                                              |                                             
|Costs and expenses                  |                                              |                                             
|General and administrative expenses |                                              |                                             
|Interest                            |                                              |                                             
|                                    |                                              |                                             
|                                    |                                              |                                             
|                                    |                                              |                                             
|Loss before income tax              |                                              |                                             
|Income tax benefit                  |                                              |                                             
|                                    |                                              |                                             
|Net income (loss)                   |                                              |                                             
|Deficit, beginning of period        |                                              |                                             
|                                    |                                              |                                             
|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 Nine
Months EndedSeptember 30, 2004 | For the Nine
Months EndedSeptember 30, 2003
|-------------------------------------------------- | ------------------------------------------- | -------------------------------------------
|Net 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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7

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

|                                                   | For the Three
Months EndedSeptember 30, 2004 | For the Three
Months EndedSeptember 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 Nine
Months EndedSeptember 30, 2004 | For the Nine
Months EndedSeptember 30, 2003
|---------------------------------------------------- | ------------------------------------------- | -------------------------------------------
|Cash Flows from Operating Activities                 |                                             |                                            
|Net loss                                             |                                             |                                            
|Adjustments to reconcile net loss to                 |                                             |                                            
|net cash provided by (used in) operating activities: |                                             |                                            
|Changes in operating assets and liabilities:         |                                             |                                            
|Real estate held for development and sale            |                                             |                                            
|Advances to affiliates                               |                                             |                                            
|Accounts payable and accrued liabilities             |                                             |                                            
|Advances from 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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# TRIMAINE HOLDINGS, INC. Notes to Consolidated
Financial StatementsSeptember 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 15,228,340 for the nine months ended September 30,
2004 and 2003, respectively, and 15,217,097 and 15,221,397 for the three months ended
September 30, 2004 and 2003, respectively. There were no potentially dilutive securities
outstanding during the nine months and three months ended September 30, 2004 and 2003,
respectively.

# Note 3.     Subsequent Event

On October 8, 2004, our board of
directors approved a proposal to dissolve our company, subject to receiving approval of
our shareholders. The decision to dissolve our company and distribute the cash and
marketable securities to our shareholders is driven by the fees and expenses associated
with being a public company and the limited opportunities in the State of Washington. The
cost of dissolution is not expected to be material.

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# 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 nine months
and three months ended September 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. Our undeveloped real estate properties 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.

On October 8, 2004, we approved a
proposal to dissolve our company, subject to receiving the approval of our shareholders.
The decision to dissolve our company and distribute the cash and marketable securities to
our shareholders is driven by the fees and expenses associated with being a public company
and the limited opportunities in the State of Washington.

Washington law provides that,
following the approval of the proposal to dissolve by our shareholders, our sole director
may take such actions as he deems necessary in furtherance of the dissolution of our
company and the wind up of its operations and affairs.

Our assets primarily consist of cash,
marketable securities (including 1,870,000 common shares of MFC Bancorp Ltd. held in trust
for the benefit of our company and Inverness Enterprises Ltd.) and our real estate
holdings located in the State of Washington. We have two wholly-owned subsidiaries,
TriMaine Holdings Ltd. (a British Columbia company) and Inverness Enterprises Ltd. (a
British Columbia company). Inverness Enterprises Ltd. is the owner of 1,370,000 of the
1,870,000 common shares of MFC Bancorp Ltd. We intend to sell the real estate and, if
necessary, a portion of the marketable securities and to distribute the cash, if any,
after paying any outstanding expenses and liabilities and the amounts due to the holders
of our preferred stock, and distribute the marketable securities in kind.

We do not anticipate that there will
be any cash ultimately distributed to the holders of our common stock as we are required
to pay approximately $6,900,000 to the holders of our shares of preferred stock who are
entitled to receive (a) the amount of the paid-in capital of the preferred stock plus a
10% premium (approximately $6,600,000), (b) accrued and unpaid dividends (approximately
$300,000), and (c) any interest. The availability of a cash distribution to the holders or
our common stock may be further reduced by additional liabilities we may incur, the
ultimate settlement amounts of any liabilities and our failure to achieve significant
value for our real estate assets.

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11

For complete details on our proposal
to dissolve, refer to our amended definitive Proxy Statement on Schedule 14A filed with
the Securities and Exchange Commission on November 12, 2004.

# Results of Operations
 Nine Months Ended September 30, 2004

Revenues were $25,000 for the nine
months ended September 30, 2004, compared to $14,000 for the same period in 2003, and
primarily consists of interest income and investment income.

Costs and expenses were $301,000 for
the nine months ended September 30, 2004, compared to $199,000 for the same period in 2003
and consisted primarily of general and administrative expenses. Interest expense increased
marginally for the nine months ended September 30, 2004 from the same period of 2003.

We had net loss of $0.2 million, or
$0.03 per common share, for the nine months ended September 30, 2004, compared to $0.1
million, or $0.02 per common share, for the same period in 2003.

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

Revenues were $7,000 for the three
months ended September 30, 2004, compared to $8,000 for the same period in 2003, and
primarily consists of interest income and investment income.

Costs and expenses were $87,000 for
the three months ended September 30, 2004, compared to $21,000 in the same period in 2003,
and consisted primarily of general and administrative expenses. Interest expenses were
$3,000 for the three months ended September 30, 2004 and 2003, respectively.

We had net income of $14,000, or
$0.00 per common share, for the three months ended September 30, 2004, compared to net
loss of $9,000, or $0.01 per common share, for the same period in 2003.

# Liquidity and Capital
Resources

We had cash and cash equivalents of
approximately $4.3 million at September 30, 2004 compared to $5.5 million at December 31,
2003. The decrease in cash was primarily due to the payment of a dividend on our preferred
stock and repayments to affiliates. We had real estate held for development and sale of
$0.5 million at September 30, 2004 and at December 31, 2003, respectively.

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12

Operating activities used cash of
$898,000 for the nine months ended September 30, 2004, compared to $434,000 for the same
period in 2003. A decrease in accounts payable and accrued liabilities used cash of
$15,000 for the nine months ended September 30, 2004, compared to an increase of the same
providing cash of $22,000 for the same period in 2003. A decrease in advance from
affiliates used cash of $552,000 for the nine months ended September 30, 2004, compared to
$237,000 for the same period in 2003.

Investing activities provided cash of
$nil for the nine months ended September 30, 2004, compared to $728,000 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 nine months ended September 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.

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

Reference is made to our annual
report on Form 10K for the fiscal year ended December 31, 2003 for information concerning
market risk.

# ITEM 4.     CONTROLS AND
PROCEDURES

As required by Rule 13a-15 under the
Exchange Act, as at September 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

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13

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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14

# PART II.     OTHER
INFORMATION

# Item 1.     Legal
Proceedings.

To our knowledge we are not a party
to any litigation as at November 12, 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.     Unregistered
Sales of Equity 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

Exhibit Number/Description

Exhibit          Number
Description

| | 2.1 | Proposal
to Dissolve (7)
| | --- | ------------------------

| | 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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| | 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 from our Registration Statement on Form 10-SB.

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

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

(4)        
 Incorporated by reference from 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 from 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 from our Form 10-K, as filed on March 30, 2004.

(7)        
 Incorporated by reference from our Amended Proxy Statement on Schedule 14A, as
                    filed on November 12, 2004.

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# 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: November 12, 2004

TRIMAINE
HOLDINGS, INC.

By:
 /s/ Michael J. Smith Michael
J. Smith, President, ChiefFinancial Officer and Director