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

# FORM 10-K

(Mark One)

|[X] | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT           OF 1934For the fiscal year ended December 31, 2004
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

|[  ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|---- | ----------------------------------------------------------------------------------

Commission file
number 000-26354*

TRIMAINE HOLDINGS, INC.  LIQUIDATING TRUST(Exact name of
registrant as specified in its charter)

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

|                                                                                                                |                        
|--------------------------------------------------------------------------------------------------------------- | -----------------------
|c/o BKM Capital LLC, 255 - 3540 West Sahara Avenue, Las Vegas, Nevada
(Address of  principal executive offices) | 89102-5816
  (Zip Code)

Registrants
telephone number (702) 366-6342

Securities registered pursuant to
Section 12(b) of the Act:

|                        |                                              
|----------------------- | ---------------------------------------------
|Title of each classNone | Name of each exchange on which registeredNone

Securities
registered pursuant to Section 12(g) of the Act:

None
                                                  (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.

[X] Yes     [
] No

Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is
not contained herein, and will not be contained, to the best of 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. [ ]

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2

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) [ ] Yes     [X] No

State the aggregate market value of
the voting and non-voting common equity held by non-affiliates computed by reference to
the price at which the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrants most recently
completed second fiscal quarter.

# Not Applicable

Note. If
a determination as to whether a particular person or entity is an           affiliate
cannot be made without involving unreasonable effort and expense, the           aggregate
market value of the common stock held by non-affiliates may be           calculated on
the basis of assumptions reasonable under the circumstances,           provided that the
assumptions are set forth in this Form.

APPLICABLE ONLY TO
REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. [ ] Yes [ ] No

# Not Applicable

(APPLICABLE ONLY TO
CORPORATE REGISTRANTS)

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

# Not Applicable

DOCUMENTS INCORPORATED
BY REFERENCE

List hereunder the following
documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part
II, etc.) into which the document is incorporated: (1) Any annual report to security
holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to
Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security holders for
fiscal year ended December 24, 1980).

# None

* The TriMaine Holdings, Inc.
Liquidating Trust is the distributee of the assets and liabilities of TriMaine Holdings,
Inc. and files reports under the Commission file number assigned to TriMaine Holdings,
Inc. TriMaine Holdings, Inc. filed a Form 15 on February 22, 2005, indicating its notice
of termination of registration and filing requirements.

---



# PART I

# Item 1. Business.

This annual report contains
forward-looking statements as that term is defined in the Private Securities Litigation
Reform Act of 1995. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by terminology
such as may, will, should, expects,
plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of
these terms or other comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the risks in
the section entitled Risk Factors, that may cause our or our industrys
actual results, levels of activity, performance or achievements to be materially different
from any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these statements to
actual results.

Our financial statements are stated
in United States dollars and are prepared in accordance with United States generally
accepted accounting principles. In this annual report, unless otherwise specified, all
dollar amounts are expressed in United States dollars.

Unless otherwise indicated, all
references to we, us, our and Trust means
the TriMaine Holdings, Inc. Liquidating Trust and TriMaine means TriMaine
Holdings, Inc.

# Overview

TriMaine was incorporated in the
State of Washington on September 15, 1993 and commenced operations in April 1994. Until
its dissolution, TriMaine was a subsidiary of MFC Bancorp Ltd., which owned approximately
83% of its shares of common stock. A subsidiary of MFC Bancorp Ltd. also owned the 60,000
shares of the preferred stock of TriMaine.

On October 8, 2004, the sole director
of TriMaine adopted a Plan to Dissolve (the Plan to Dissolve) and directed
that the Plan to Dissolve be submitted to TriMaines stockholders for approval.
TriMaines stockholders subsequently approved the Plan to Dissolve at the 2004 Annual
and Special Meeting of Stockholders held on December 9, 2004.

The Plan to Dissolve contemplates the
orderly sale of all of TriMaines assets for cash or such other form of consideration
as may be conveniently distributed to TriMaines stockholders and the payment of (or
provision for) TriMaines liabilities and expenses, as well as the establishment of
reserves to fund TriMaines contingent liabilities. The Plan to Dissolve gives
TriMaines director, or a trustee appointed by the director, the power to sell any or
all of the assets of TriMaine without further approval by the stockholders.

On December 29, 2004, TriMaine
transferred its remaining assets to, and its remaining liabilities were assumed by, Mark
Steinley (the Trustee), as trustee of the TriMaine Holdings, Inc. Liquidating
Trust (the Trust), in accordance with the Plan to Dissolve and TriMaine was
dissolved. The last day of trading of TriMaines common stock on the OTC Bulletin
Board was December 30, 2004, and TriMaines stock transfer books were closed as of
the close of business on that date. In addition, on February 22, 2005, TriMaine filed a
Form 15 with the Securities and Exchange Commission to terminate the registration of
TriMaines common stock under Section 12(b) of the Securities Exchange Act of 1934
and its obligation to file periodic reports with the Securities and Exchange Commission.

---

2

The Trust was established for the
sole purpose of winding up TriMaines affairs and the liquidation of its assets with
no objective to continue or engage in the conduct of a trade or business or cause any of
TriMaines subsidiaries to continue or engage in the conduct of a trade or business,
except as necessary for the orderly liquidation of the Trusts assets. Pursuant to
the Liquidating Trust Agreement dated December 29, 2004 (the Liquidating Trust
Agreement), each of TriMaines stockholders on December 30, 2004 (each, a
Beneficiary) automatically became the holder of a proportionate share (the
Beneficial Interest) of the assets of the Trust determined by the ratio of the
number of shares of common stock held by the Beneficiary as of the close of business on
December 30, 2004 over the total number of shares of common stock issued and outstanding
on December 30, 2004. All outstanding shares of TriMaines common and preferred stock
were automatically deemed cancelled on the effective date of the dissolution.
TriMaines stockholders on December 30, 2004 were not required to take any action to
receive their Beneficial Interest. The rights of Beneficiaries in their Beneficial
Interest are not represented by any form of certificate or other instrument. The Trustee
maintains a record of the name and address of each Beneficiary and such Beneficiarys
aggregate Beneficial Interest in the Trust. Subject to limited exceptions related to
transfer by will, intestate succession or operation of law, the Beneficial Interests are
not transferable.

The Trust will terminate upon the
earliest of: (1) such time as termination is required by the applicable laws of the State
of Washington; (2) the distribution of all of the Trusts assets in accordance with
the terms of the Liquidating Trust Agreement; (3) a majority in interest of the
Beneficiaries or the Trustee approves termination; or (4) the expiration of a period of
three years from the date assets were first transferred to the Trust (but not before a
final liquidation is made). The existence of the Trust may be extended to such later date
as the Trustee may designate if he determines that an extension is reasonably necessary to
fulfil the purpose of the Trust.

# Business Overview

Prior to its dissolution, TriMaine
operated in the financial services industry. As part of its financial services business,
TriMaine had certain real estate assets which were held for sale. All of the real estate
assets, which were transferred to the Trust, were undeveloped properties located in the
Puget Sound region of Washington State and consisted of three parcels. Historically, it
was the intention of TriMaine, as opportunities arose, to monetize the real estate assets
to finance the acquisition of interests in operating businesses and to acquire additional
real estate assets. TriMaine intended to develop some of its undeveloped real estate
properties, and in certain instances participate in joint venture development arrangements
as an interim step in the sale or monetization of a property, and to continue its
pre-development work on the properties to the extent necessary to protect or enhance their
value. During the period ended December 30, 2004, TriMaine sold its Somerset property for
cash consideration of $600,000. On February 22, 2005, the Trust sold its remaining
property for cash consideration of $275,000.

The other assets of TriMaine, which
have also been transferred to the Trust, consist of cash and marketable securities,
including 1,870,000 common shares of MFC Bancorp Ltd., registered in the name of the Trust
and Inverness Enterprises Ltd., and 1,870,000 ordinary shares of Blue Earth Refineries,
Inc. TriMaine had two wholly-owned subsidiaries, TriMaine Holdings Ltd. (a British
Columbia company) and Inverness Enterprises Ltd. (a British Columbia company). TriMaine
Holdings Ltd. (a British Columbia company) had no assets or liabilities and was dissolved
on March 22, 2005. Inverness Enterprises Ltd. is the owner of 1,370,000 of the 1,870,000
common shares of MFC Bancorp Ltd.

# Distributions and
Proposed Distributions

The Trust will first net off the
amount of $4.3 million due from MFC Bancorp Ltd. against the $6.9 million due to the
holder of the preferred stock, New Image Investment Company Limited, a subsidiary of MFC
Bancorp Ltd. The remaining cash and other assets other than 1,765,000 common shares of MFC
Bancorp Ltd. and 1,870,000 ordinary shares of Blue Earth Refineries, Inc., will be used to
pay any outstanding liabilities of the Trust and the remaining balance owed to the holder
of the preferred stock.

Depending on the costs and any
liabilities which come to the attention of the Trustee, the Trustee intends on
distributing the 1,870,000 common shares of MFC Bancorp Ltd. and the 1,870,000 ordinary
shares of Blue Earth Refineries, Inc. to the former preferred and common shareholders of
TriMaine. The Trustee currently anticipates that 105,000 common shares of MFC Bancorp Ltd.
will be distributed to settle the remaining amounts outstanding to the preferred
shareholder, leaving 1,765,000 common shares of MFC Bancorp Ltd. and 1,870,000 ordinary
shares of Blue Earth Refineries to be distributed to the former holders of TriMaines
common stock.

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3

# Principal Offices

The principal office of the Trust is
located at c/o BKM Capital, 255  3540 West Sahara Avenue, Las Vegas, Nevada
89102-5816.

# Employees

At December 31, 2004, neither
TriMaine nor the Trust had any full-time employees. The executive officers of TriMaine
devoted such time to the business, prior to the dissolution, as was required and the
Trustee of the Trust will devote such time as is required to complete the liquidation of
TriMaine pursuant to the Liquidating Trust Agreement.

# Tax Treatment

Because the Trust is classified as a
liquidating trust, it will be treated as a grantor trust for Federal income tax purposes,
and accordingly will not be subject to tax on any income or gain recognized by it. Each
Beneficiary will be treated as the owner of his or her pro rata portion of each asset,
including cash, received by and held by the Trust and will be required to take into
account in computing his own taxable income, his or her pro rata share of each item of
income, gain and loss of the Trust.

The Trust will issue an annual
information statement to the Beneficiaries with tax information sufficient to enable
Beneficiaries to complete their tax returns. Beneficiaries are urged to consult with their
own tax advisors as to their own filing requirements and the appropriate tax reporting of
this information on their returns.

# Reports to Beneficiaries
and Meetings of Beneficiaries

The Trustee is required to provide to
the Beneficiaries and to file with the Securities and Exchange Commission an annual report
on Form 10-K and interim reports on Form 8-K whenever, in the opinion of the Trustee, a
significant event relating to the Trusts assets has occurred until the final
liquidation is complete.

Generally, there will not be meetings
of the Beneficiaries. However, the Trustee may at any time call a meeting of the
Beneficiaries to be held at such time and at such place as the Trustee may determine. In
addition, holders of a majority of the aggregate Beneficial Interests may require the
Trustee to call a meeting of the Beneficiaries. Unless a different percentage is specified
in the Liquidating Trust Agreement with respect to a particular matter or applicable law,
the approval of Beneficiaries holding at least a majority of the Beneficial Interests is
required to take action on any matter voted on by the Beneficiaries. Any Trustee may be
removed at any time, with or without cause, by Beneficiaries having at least a majority of
the Beneficial Interests.

# RISK FACTORS

Much of the information included in
this annual 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 in connection with the liquidation of TriMaine. While
these forward-looking statements, and any assumptions upon which they are based, are made
in good faith and reflect our current judgment, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions, or other
future performance suggested herein. The Trustee undertakes 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. The Trustee cautions readers of this annual 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. Readers should also carefully
consider the following factors.

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4

The results of the liquidation
could be adversely affected by a variety of factors beyond the Trustees control.

The results of the liquidation could
be adversely affected by a variety of factors beyond the Trustees control,
including, but not limited to: general economic and business conditions, including changes
in interest rates; prices and other economic conditions; natural phenomena; actions by
government authorities, including changes in government regulation; uncertainties
associated with legal proceedings; and future decisions in response to changing
conditions.

The Trustee cannot assure the
amounts or timing of liquidating distributions.

If values of the Trustees
assets decline, or if the costs and/or liabilities of the Trust exceed the Trustees
current estimates, then the Plan to Dissolve may not yield liquidating distributions equal
to or greater than the recent market prices of TriMaines shares of common stock.

The Beneficiaries could suffer
financial losses if our liquidator performs inadequately.

In connection with the Plan to
Dissolve, TriMaine engaged the Trustee to serve as our third-party liquidator. If the
Trustee performs inadequately, the Beneficiaries could suffer financial harm resulting
from unsatisfactory liquidation results, or the expenditure of financial and management
resources to remedy any problems, each of which could materially adversely affect the
amount and timing of liquidating distributions to the Beneficiaries.

Terms of sales of assets are not
subject to approval of the Beneficiaries and may not be satisfactory to all Beneficiaries.

The Trustee has the authority to sell
any and all of TriMaines assets on such terms as the Trustee determines appropriate.
The Beneficiaries will have no opportunity to vote on such matters and will, therefore,
have no right to approve or disapprove the terms of such sales. As a result, the terms of
sales of assets may not be satisfactory to all Beneficiaries.

# Item 2. Properties.

The principal office of the Trust is
located at c/o BKM Capital, 255  3540 West Sahara Avenue, Las Vegas, Nevada
89102-5816. We believe that our existing facilities are adequate for our needs through the
end of the year ended December 31, 2005. Should we require additional space at that time,
or prior thereto, we believe that such space can be secured on commercially reasonable
terms.

TriMaine operated in the financial
services industry. As part of its financial services business, TriMaine had certain real
estate assets which were held for sale. All of the real estate assets, which were
transferred to the Trust, were undeveloped properties located in the Puget Sound region of
Washington State and consisted of three parcels. Historically, it was the intention of
TriMaine, as opportunities arose, to monetize the real estate assets to finance the
acquisition of interests in operating businesses and to acquire additional real estate
assets. TriMaine intended to develop some of its undeveloped real estate properties, and
in certain instances participate in joint venture development arrangements as an interim
step in the sale or monetization of a property, and to continue its pre-development work
on the properties to the extent necessary to protect or enhance their value. During the
period ended December 30, 2004, TriMaine sold its Somerset property for cash consideration
of $600,000. On February 22, 2005, the Trust sold its remaining property for cash
consideration of $275,000.

# Item 3. Legal
Proceedings.

There are no legal proceedings to
which the Trust is a party or with respect to which any of its assets is subject.

To our knowledge, TriMaine was not a
party to any litigation as at December 30, 2004.

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5

# Item 4.  Submissions of
Matters to a Vote of Security Holders.

No matters were submitted to a vote
of the Beneficiaries during the period ended December 31, 2004, through the solicitation
of proxies or otherwise.

The stockholders of TriMaine approved
the Plan to Dissolve at the 2004 Annual and Special Meeting of Stockholders held on
December 9, 2004. Proxies were solicited by the management of TriMaine pursuant to
Regulation 14A under the Act. The Schedule 14A sent by the Company to its shareholders set
out the sole matter to be voted upon at the meeting being the proposal to dissolve the
Company. The number of votes cast for this proposal was 12,828,104, the votes cast against
this proposal was 73,195, and no votes were withheld.

# PART II

# Item 5. Market for
Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
EquitySecurities.

There is no public market for the
sale of the Beneficial Interests of the Trust. The Trustee under the terms of the
Liquidating Trust Agreement will not allow for the transfer of such ownership except by
will, intestate succession or operation of law. At January 20, 2005, there were 1,481
record holders in the Trust.

Until December 30, 2004,
TriMaines common stock was quoted on the OTC Bulletin Board under the symbol
TRMH. The last day of trading of our common stock was December 30, 2004. On
February 22, 2005, TriMaine filed a Form 15 with the Securities and Exchange Commission to
terminate the registration of its common stock under Section 12(b) of the Securities
Exchange Act of 1934 and its obligation to file periodic reports with the Securities and
Exchange Commission. The following table sets forth, for the periods indicated, the high
and low sales prices for our common stock on the OTC Bulletin Board:

|OTC Bulletin Board (1)
|----------------------
|
|December 31, 2004     
|September 30, 2004    
|June 30, 2004         
|March 31, 2004        
|December 31, 2003     
|September 30, 2003    
|June 30, 2003         
|March 31, 2003        

| | (1) | These prices were taken from Silicon Investor. Such over-the-counter market
                    quotations reflect inter-dealer prices, without retail mark-up, mark down or
                    commission and may not necessarily represent actual transactions.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our common shares were issued in
registered form and Intrawest Transfer Co., Inc., of 100  1981 East Murray Holladay
Road, Salt Lake City, Utah 84117, telephone number 801-272-9294 and facsimile number
801-277-3147, was the registrar and transfer agent for the common stock of the Company.

On December 30, 2004, the
shareholders list for our common stock showed 1,481 registered stockholders and
15,217,097 shares issued and outstanding. The last trade price for our common stock on
December 30, 2004, as reported on the OTC Bulletin Board, was $2.01.

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6

Dividend Policy

During the period ended December 30,
2004, we did not pay any cash dividends to any holders of our shares of common stock but
accrued or paid a dividend of $598,361 to the holders of our preferred stock.

Recent Sales of
Unregistered Securities

No securities were sold or issued by
us during the quarter or the period ended December 30, 2004 without the registration of
the securities under the Securities Act of 1933 in reliance on exemptions from such
registration requirements.

Equity Compensation Plan
Information

We have not adopted any equity
compensation plans.

Purchases of Equity
Securities by the Issuer and Affiliated Purchasers

During the period ended December 30,
2004, TriMaine did not purchase any of its shares of common stock.

# Item 6. Selected
Financial Data.

SELECTED CONSOLIDATED
FINANCIAL DATA

The Trust began operations as of
December 29, 2004 and the Trust did not have any activities in 2004.

The selected consolidated financial
data presented below for the five fiscal years ended December 31 is derived from
TriMaines audited consolidated financial statements except for the fiscal period
ended December 30, 2004 which consolidated financial statements were unaudited. The
following selected financial data should be read in conjunction with the Consolidated
Financial Statements and Managements Discussion and Analysis of Financial
Condition and Results of Operations included at Item 7 of this annual report.
The statement of operations data and the balance sheet data are derived from our
Consolidated Financial Statements prepared in accordance with accounting principles
generally accepted in the United States. All amounts in the table are in thousands, except
per share amounts.

|                                         | Fiscal Year Ended December 31(1)(2)
(in thousands)
|---------------------------------------- | --------------------------------------------------
|
|OPERATING DATA                           |                                                   
|Sales of Real Estate                     |                                                   
|Other Income                             |                                                   
|General and Administrative Expenses      |                                                   
|Interest expense                         |                                                   
|Income (loss) from continuing operations |                                                   
|Net income (loss)                        |                                                   
|COMMON SHARE DATA(3)                     |                                                   
|Income (loss) from continuing operations |                                                   
|per common share                         |                                                   
|Net income (loss) per common share       |                                                   
|Weighted average common shares           |                                                   
|outstanding (in thousands)               |                                                   
|BALANCE SHEET DATA                       |                                                   
|Working Capital                          |                                                   
|Total assets                             |                                                   
|Long-term obligations                    |                                                   
|Total shareholders' equity               |                                                   

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7

| | (1) | See
Item 7  Managements Discussion and Analysis of Financial           Condition
and Results of Operation.
| | --- | ------------------------------------------------------------------------------------------------------------

| | (2) | For
2004, the fiscal period ended December 30, 2004 and the statements are
          unaudited.
| | --- | -----------------------------------------------------------------------------------------------

| | (3) | Basic
and diluted common share data is the same.
| | --- | ------------------------------------------------

| | (4) | Includes
unrealized gain on investment valuation amount $12.5 million.
| | --- | ----------------------------------------------------------------------

Item 7. Managements
Discussions and Analysis of Financial Condition and Results of Operation.

Overview

The following discussion should be
read in conjunction with the consolidated financial statements and notes thereto appearing
elsewhere in this annual report.

As a result of the adoption of the
Plan to Dissolve and its approval by TriMaines stockholders, the Trust adopted the
liquidation basis of accounting for all periods subsequent to December 29, 2004. In
accordance with the liquidation basis of accounting, assets are stated at their estimated
net realizable value and liabilities are stated at their estimated settlement amounts,
including estimated costs associated with carrying out the liquidation. Actual values
realized for assets and settlement of liabilities may differ materially from the amounts
estimated. Factors that may cause such variations include, among other factors, the
possibility that assets may not be sold on the terms currently provided, and the other
risk factors discussed in this annual report.

The Trust

On December 9, 2004, the shareholders
of TriMaine approved the Plan to Dissolve. On December 29, 2004, TriMaine transferred all
of its assets to, and its remaining liabilities were assumed by, the Trust and TriMaine
was dissolved. The last day for trading of TriMaines common stock on the OTC
Bulletin Board was December 30, 2004. On February 22, 2005, TriMaine filed a Form 15 with
the Securities and Exchange Commission terminating the registration of TriMaines
common stock under section 12(b) of the Securities Exchange Act of 1934 and its
obligations to file periodic reports with the Securities and Exchange Commission.

Pursuant to the Plan to Dissolve, on
December 29, 2004, TriMaine transferred the following remaining assets and liabilities to
the Trust:

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8

|                                   | (in thousands)       
|---------------------------------- | ---------------------
|Cash and cash equivalents          | $                  51
|Receivables                        | 416                  
|Real estate held for sale          | 240                  
|Due from affiliates                | 4,278                
|Investments                        | 22,889               
|Accounts payable                   | (40)                 
|Accrued liabilities                | (119)                
|Preferred stock redemption payable | (6,898)              
|                                   |                      
|Net assets in liquidation          | $           20,817   
|                                   |                      

The Trust was established for the
sole purpose of winding up TriMaines affairs and the liquidation of its assets. The
Trust has sold all of TriMaines remaining real estate assets in 2005 and the
Trusts assets currently consist of cash and marketable securities.

The Trust will first net off the
amount of $4.3 million due from MFC Bancorp Ltd. against the $6.9 million due to the
holder of the preferred stock, New Image Investment Company Limited, a subsidiary of MFC
Bancorp Ltd. The remaining cash and other assets other than 1,765,000 common shares of MFC
Bancorp Ltd. and 1,870,000 ordinary shares of Blue Earth Refineries, Inc., will be used to
pay any outstanding liabilities of the Trust and the remaining balance owed to the holder
of the preferred stock.

After the distribution to the
preferred shareholder, the Trustee anticipates that there will be 1,765,000 common shares
of MFC Bancorp Ltd. and 1,870,000 ordinary shares of Blue Earth Refineries, Inc. available
for distribution to the Beneficiaries who previously owned shares of common stock of
TriMaine.

Results of Operations for TriMaine
for the Fiscal Periods Ended December 30, 2004 and December 31, 2003

Revenues of TriMaine for the period
ended December 30, 2004 were $13.1 million, compared to $2.2 million for the year ended
December 31, 2003. Revenues for the period ended December 30, 2004 consisted primarily of
sales proceeds of real estate of $0.6 million and unrealized gain on investment valuation amount $12.5 million.

Costs and expenses for the period
ended December 30, 2004 were $1.6 million, compared to $1.4 million for the year ended
December 31, 2003. Costs related to real estate sales for the period ended December 30,
2004 were $0.4 million compared to $0.9 million in 2003. General and administrative
expenses increased to $0.5 million for the period ended December 30, 2004 from $0.4
million in the year ended December 2003.

TriMaine had net income of $11.4
million, or $0.75 per common share, for the period ended December 30, 2004 compared to
$0.5 million, or $0.02 per common share, during the year ended December 31, 2003.

Results of Operations for the
Fiscal Years Ended December 31, 2003 and December 31, 2002

Revenues of TriMaine for the year
ended December 31, 2003 were $2.2 million, compared to $0.5 million for the year ended
December 31, 2002, and consisted primarily of sales of real estate. In the year ended
December 31, 2002, TriMaine did not sell any real estate.

Costs and expenses for the year ended
December 31, 2003 were $1.4 million, compared to $0.3 million for the year ended December
31, 2002. The cost related to real estate sales in the year ended December 31, 2003 was
$0.9. TriMaine had no costs related to real estate sales in the year ended December 31,
2002. General and administrative expenses increased to $0.4 million in the year ended
December 31, 2003 from $0.3 million in the year ended December 31, 2002, primarily due to
the management fee charged by MFC Bancorp increased from $0.2 million for the year ended
December 31, 2002 to $0.3 million for the year ended December 31, 2003. Interest expense
decreased marginally in the year ended December 31, 2003 from the same period of 2002,
primarily as a result of decreased indebtedness.

---

9

TriMaine had net income of $0.5
million, or $0.02 per common share, in the year ended December 31, 2003. In the year ended
December 31, 2002, TriMaine had a net income of $0.3 million, or nil per common share.

Contractual Obligations
and Off-Balance Sheet Arrangements

TriMaine had no long-term debt,
capital lease, operating lease, purchase or other long term commitments and liabilities.
TriMaine had no commitments for capital expenditures in relation to our undeveloped real
estate.

Critical Accounting
Policies

The preparation of financial
statements in conformity with United States generally accepted accounting principles
required the Trust to adopt the liquidation basis of accounting. Under the liquidation
basis of accounting, assets are stated at their estimated net realizable values and
liabilities, including a reserve for estimated costs during the period of liquidation of
$80 at December 31, 2004, are stated at their anticipated settlement amounts. The reserve
for estimated costs during the period of liquidation is included with accrued expenses in
the statement of net assets in liquidation.

The valuation of investments as of
December 31, 2004, is based on estimates as determined by independent appraisals. The
valuations of other assets and liabilities under the liquidation basis of accounting are
based on the Trustees estimates as of December 31, 2004. The actual values realized
for assets and settlement of liabilities may differ materially from the amounts estimated.

Investments

The Trust holds its marketable
investments as available-for-sale securities which are stated at fair value. Any
unrealized holding gains or losses of available-for-sale securities are reported as a
separate component of comprehensive income until realized. If a loss in value in
available-for-sale securities is considered to be other than temporary, it is recognized
in the determination of net income.

# Item 7A. Quantitative
and Qualitative Disclosures About Market Risk.

TriMaine was exposed to market risk
from changes in foreign currency exchange rates which could have impacted its results of
operations and financial condition. TriMaine did not enter into derivative contracts for
its own account to hedge against these risks.

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. TriMaine did not have financial
instruments subject to interest rate risk in 2004 or 2003.

Foreign Currency Exchange
Rate Risk

The reporting currency of TriMaine
and the Trust is the United States dollar. The Trust holds certain financial instruments
denominated in Canadian dollars. A depreciation of the Canadian dollar against the US
dollar will decrease the fair value of financial instrument assets. An appreciation of the
Canadian dollar against the US dollar will increase the fair value of financial instrument
assets. Financial instruments which may be sensitive to foreign currency exchange rate
fluctuations are investments. The following table provides information about 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
expected cash flows from these instruments. As of December 31, 2004, there was no foreign
currency exchange rate risk.

---

10

|As at December 31, 2003
(in thousands)
|--------------------------------------
|
|
|Investments(1)                        

| | (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. 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 December 31, 2004 and
2003, respectively, and expected cash flows from these instruments. As of December 31,
2004, there was no equity price risk as the shares held by the Trust will be distributed
to the beneficiaries in kind.

|As at December 31, 2003
(in thousands)
|--------------------------------------
|
|
|Investments(1)                        

| | (1) | Investments
consists of equity securities.
| | --- | ------------------------------------------

# Item 8. Financial
Statements and Supplementary Data.

|Selected 2004 Quarterly Data
(in thousands, except per share amounts)
|---------------------------------------------------------------------
|
|Revenues                                                             
|Net income (loss)                                                    
|Basic and dilutedearnings (loss) per share                           

---

11

| | (1) | Includes
revaluation of investment.
| | --- | -----------------------------------

|Selected 2003 Quarterly Data
(in thousands, except per share amounts)
|---------------------------------------------------------------------
|
|Revenues                                                             
|Net income (loss)                                                    
|Basic and dilutedearnings (loss) per shares                          

Financial Statements
filed as part of this Annual Report on Form 10-K

Our financial statements are stated
in United States dollars (US$) and are prepared in accordance with United States generally
accepted accounting Principles applied on the liquidation basis of accounting.

The Independent
Auditors Report dated March 25, 2005.

Statement of Net Assets in
Liquidation at December 31, 2004.

Statement of Changes in Net Assets in
Liquidation for the period from December 29, 2004 (inception) to December 31, 2004.

Notes to Financial Statements.

---

12

# REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustee and
BeneficiariesTriMaine Holdings, Inc. Liquidating Trust

We have audited the accompanying
statement of net assets in liquidation of the TriMaine Holdings, Inc. Liquidating Trust
(the Trust) as of December 31, 2004, and the related statement of changes
in net assets in liquidation for the period from December 29, 2004, to December 31,
2004. These financial statements are the responsibility of the Trusts management.
Our responsibility is to express an opinion on these financial statements based on our
audit.

We conducted our audit in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our
opinion.

As described in Note 1 to the
financial statements, the Trust was established on December 29, 2004, to liquidate the
assets and pay all liabilities of the Trust and, thus, the Trust prepares its financial
statements on the liquidation basis of accounting.

In our opinion, the financial
statements referred to above present fairly, in all material respects, the net assets in
liquidation of the Trust as of December 31, 2004, and the changes in its net assets in
liquidation for the period from December 29, 2004, to December 31, 2004, in conformity
with U.S. generally accepted accounting principles.

/s/ Peterson Sullivan PLLC

Seattle, WashingtonMarch
25, 2005

---

13

# TRIMAINE HOLDINGS,
INC. LIQUIDATING TRUST (A TRUST)

STATEMENT OF NET ASSETS
IN LIQUIDATION December 31, 2004 (In Thousands of
Dollars)

|                                          |           
|----------------------------------------- | ----------
|
|ASSETS                                    |           
|Cash                                      | $       51
|Receivables                               | 416       
|Real estate held for sale                 | 240       
|Due from a beneficiary                    | 4,278     
|Investments                               | 22,889    
|                                          |           
|Total assets                              | 27,874    
|LIABILITIES AND NET ASSETS IN LIQUIDATION
|Accounts payable                          | 40        
|Accrued expenses                          | 119       
|Preferred stock redemption payable        | 6,898     
|                                          |           
|Total liabilities                         | 7,057     
|                                          |           
|Net assets in liquidation                 | $20,817   
|                                          |           

See Notes to Financial
Statements

---

14

# TRIMAINE HOLDINGS,
INC. LIQUIDATING TRUST(A TRUST)

STATEMENT OF CHANGES IN
NET ASSETS IN LIQUIDATION For the Period From December 29, 2004 (inception) to December
31, 2004 (In Thousands of
Dollars, Except Per Unit and Unit Amounts)

|                                             | 
|-------------------------------------------- | 
|
|Net assets at December 29, 2004 (inception)  | 
|Transfer of net assets to the Trust          | 
|Net income (loss) for the period             | 
|                                             | 
|Net assets at December 31, 2004              | 
|                                             | 
|Basic and diluted earnings per unit          | 
|                                             | 
|Weighted average number of units outstanding | 
|                                             | 

See Notes to Financial
Statements

---

15

# TRIMAINE HOLDINGS,
INC. LIQUIDATING TRUST (A TRUST)

NOTES TO FINANCIAL
STATEMENTS (In Thousands of
Dollars)

# Note 1. Organization and
Significant Accounting Policies

# Organization

On December 29, 2004, the TriMaine
Holdings, Inc. Liquidating Trust (the Trust) was established as a trust in the
State of Washington. The Trust is the successor to TriMaine Holdings, Inc., a Washington
corporation (the Company), which operated in the financial services industry.
In 2004, the Companys shareholders approved a plan of liquidation. The plan of
liquidation contemplated the orderly sale of all of the Companys assets for cash or
such other form of consideration as may be conveniently distributed to the Companys
stockholders and the payment of (or provision for) the Companys liabilities and
expenses.

The Trust was established for the
sole purpose of winding up the Companys affairs, liquidating its assets, and paying
its liabilities with no objective to continue or engage in the conduct of a trade or
business or cause any subsidiary to continue or engage in the conduct of a trade or
business, except as necessary for the orderly liquidation of the Trusts assets. All
assets of the Company were transferred to, and its remaining liabilities assumed by, the
Trust on December 29, 2004, and the Company was dissolved on December 30, 2004. Based on
the date the Trust was established and the date assets were transferred to it, there was
no net income or loss for the period ended December 31, 2004.

On the date of dissolution,
stockholders of the Company (a Beneficiary) automatically became the holders
of one unit of beneficial interest (a Unit) in the Trust for each share of
Company common stock then held of record by such stockholders, and all outstanding shares
of Company common stock were automatically deemed cancelled.  Stockholders of the
Company on the record date were not required to take any action to receive their
Units.  The rights of Beneficiaries in their Units are not represented by any form of
certificate or other instrument. The Trustee maintains a record of the name and address of
each Beneficiary and such Beneficiarys aggregate Units in the Trust.  Subject
to limited exceptions related to transfer by will, intestate succession, or operation of
law, the Units are not transferable, nor does a Beneficiary have authority or power to
sell or in any other manner dispose of any Units.

Prior to dissolution, the Company was
an 83% owned subsidiary of MFC Bancorp Ltd. and its Subsidiaries (MFC).
Subsequent to the dissolution MFC has an 83% interest in the Trust.

---

16

In addition, MFC owned all the
preferred stock of the Company. The preferred stock of the Company was treated as a
liability of the Trust in the amount of $6,898 at December 31, 2004, pursuant to the
liquidation rights of the preferred stockholders. The amount due from a beneficiary is due
from MFC and will be offset against the preferred stock redemption payable in 2005.

The Trust will terminate upon the
earliest of: (1) such time as termination is required by the applicable laws of the State
of Washington; (2) the distribution of all of the Trusts assets in accordance with
the terms of the liquidating trust agreement; (3) a majority in interest of the
Beneficiaries or the Trustee approves termination; or (4) the expiration of a period of
three years from the date assets were first transferred to the Trust (but not before a
final liquidation is made). The existence of the Trust may be extended to such later date
as the Trustee may designate if the Trustee determines that an extension is reasonably
necessary to fulfil the purpose of the Trust.

# Liquidation Basis of
Accounting

Based on the Trusts purpose (to
liquidate remaining assets and settle outstanding liabilities), the Trust has adopted the
liquidation basis of accounting.  Under the liquidation basis of accounting, assets
are stated at their estimated net realizable values and liabilities, including a reserve
for estimated costs during the period of liquidation of $80 at December 31, 2004, are
stated at their anticipated settlement amounts. The reserve for estimated costs during the
period of liquidation is included with accrued expenses in the statement of net assets in
liquidation.

The valuation of investments as of
December 31, 2004, is based on estimates as determined by independent appraisals. The
valuations of other assets and liabilities under the liquidation basis of accounting are
based on the Trustees estimates as of December 31, 2004.  The actual values
realized for assets and settlement of liabilities may differ materially from the amounts
estimated.

# Cash

Cash includes a checking account held
at a bank.

# Investments

Investments at December 31, 2004,
consist of stock in a publicly traded financial services company (MFC) in the amount of
$22,440 and stock in a non-public company (Blue Earth Refineries, Inc.) in the amount of
$449. Blue Earth Refineries, Inc. is involved in cobalt processing primarily in Uganda.
These investments are recorded at their fair value as determined by an appraisal obtained
by the Trustee. The Trust holds 1,870,000 shares (approximately 11%) of each company.

---

17

# Real Estate Held for Sale

The real estate held for sale was
sold in 2005 at its carrying value.

# Taxes on Income

The Trust will be treated as a
grantor trust and, accordingly, will not be subject to federal or state income tax on any
income earned or gain recognized by the Trust. Each Beneficiary of the Trust will be
treated as the owner of his or her allocable portion of each of the assets received and
held by the Trust, and will be required to report on his or her federal and state income
tax return his or her allocable share of taxable income, including gains and losses
recognized by the Trust. Accordingly, there is no provision for federal or state income
taxes in the accompanying financial statements.

# Earnings Per Unit

Earnings per unit is computed by
dividing income available to unit holders by the weighted average number of units
outstanding in the period. As there are no dilutive securities outstanding, basic and
diluted earnings per unit are the same.

# Use of Estimates

The preparation of financial
statements in conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

# New Accounting Standards

Accounting standards becoming
effective subsequent to December 31, 2004, are not expected to have an effect on the
Trusts financial statements as the Trust uses the liquidation basis of accounting.

---

18

# Item 9.  Changes in and
Disagreements With Accountants on Accounting and Financial Disclosure.

Not applicable.

# Item 9A. Controls and
Procedures.

As required by Rule 13a-15 under the
Exchange Act, as at December 30, 2004 (being the end of the period covered by this annual
report) TriMaine has carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures. This evaluation was carried out with
the participation of TriMaines pre-dissolution management, including its president
and chief executive officer. Based upon that evaluation, TriMaines president and
chief executive officer concluded that its disclosure controls and procedures were
effective. With TriMaines dissolution on December 30, 2004, TriMaines assets
were transferred to the Trust, its sole purpose is to liquidate such assets for the
benefit of the Beneficiaries and will design and operate the necessary disclosure controls
and procedures.

# Item 9B. Other
Information.

Not applicable.

# PART III

# Item 10. Directors and
Executive Officers of the Registrant.

The Trust has no directors or
officers. As indicated in Item 1 of this annual report, Mark Steinley is the Trustee of
the Trust. Under the Liquidating Trust Agreement, the Trustee is responsible for the
liquidation and dissolution of the Trusts assets and the Beneficiaries have no
rights to participate in the control of such operations.

Mark Steinley has been a Vice
President of MFC Bancorp Ltd. since 2004. From July 2002 to May 2004, Mr. Steinley was an
independent consultant specializing in private equity and both the traditional and
alternative energy generation industries. From January 2002 to July 2002, Mr. Steinley was
the President and Chief Executive Officer of Angstrom Power Inc., a Vancouver based
developer of micro-structured fuel cells. From June 2001 to January 2002, Mr. Steinley was
the Entrepreneur-in-Residence at Chrysalix Energy L.P., an early stage venture capital
firm focusing on fuel cell related fueling technology companies and from 1998 to June
2001, Mr. Steinley was responsible for equity investments in Canada and the western United
States for ABB Equity Ventures. Mr. Steinley holds a B.Sc. in Electrical Engineering from
the University of Saskatchewan and an M.B.A. from Marriott School of Management, Brigham
Young University.

TriMaines board of directors
was divided into three classes and directors were elected for three-year terms. As at
December 30, 2004 and immediately prior to the dissolution of TriMaine, Michael J. Smith,
a Class II director whose term would have expired in 2005, was the sole director of
TriMaine.

Michael J. Smith 
President, Chief Executive Officer, Secretary and Director

Mr.         Smith
became President 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
the Companys Executive Vice President. 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 Bancorp Ltd., a public           company
with its common shares registered with the Securities and Exchange           Commission
under the Securities Exchange Act of 1934. MFC Bancorp is an           international
merchant banking company which has active investments in a wide           range of
business around the world. Mr. Smith is also the Chief Executive           Officer,
President, Chief Financial Officer, Secretary, a director and the           Chairman of
the Board of Directors of Cathay Merchant Group, Inc., a public           company with
its common shares registered with the Securities and Exchange           Commission under
the Securities Exchange Act of 1934. Mr. Smith is also the Chief Executive Officer,
President, Secretary and a           director of Blue Earth Refineries Inc., a company with its
common shares registered with the Securities and Exchange Commission under the Securities Exchange
Act of 1934.  Mr. Smith is also a director and officer of approximately 35 direct and indirect subsidiaries of MFC           Bancorp.

---

19

Audit Committee Financial
Expert

As TriMaine was relatively inactive,
it did not have an audit committee. TriMaines board of directors determined that it
did not have a member of its audit committee that qualified as an audit committee
financial expert as defined in Item 401(e) of Regulation S-B and that was
independent as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the
Securities Exchange Act of 1934, as amended.

The members of TriMaines board
of directors believed that they were collectively capable of analyzing and evaluating its
financial statements and understanding internal controls and procedures for financial
reporting. In addition, the TriMaines board of directors believed that retaining an
independent director who would qualify as an audit committee financial expert
would be overly costly and burdensome and was not warranted in the circumstances given
TriMaines size at that time.

Family Relationships

There were no family relationships
among the directors or officers of TriMaine. The Trustee has no family relationship with
any prior directors or officers of TriMaine.

Compliance with Section
16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities
Exchange Act of 1934 required the officers and directors of TriMaine, and persons who
owned more than ten percent of a registered class of equity securities in TriMaine, to
file reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than 10% shareholders were required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.

Based solely on the review of the
copies of such reports received by TriMaine, TriMaine believes that, with respect to its
fiscal year ended December 31, 2004, all of its officers and directors (prior to the
dissolution of TriMaine) filed all required reports under Section 16(a) in a timely
manner.

Code of Ethics

Effective March 23, 2004,
TriMaines board of directors adopted a Code of Ethics and Business Conduct that
applied to, among other persons, TriMaines Chief Executive Officer (being the
principal executive officer and principal financial officer), TriMaines Controller
(being the principal accounting officer), as well as persons performing similar functions.
As adopted, the Code of Ethics and Business Conduct set forth written standards that were
designed to deter wrongdoing and to promote:

1.    
          honest and ethical conduct, including the ethical handling of actual or apparent
          conflicts of interest between personal and professional relationships;

2.    
          full, fair, accurate, timely, and understandable disclosure in reports and
          documents that we file with, or submit to, the Securities and Exchange
          Commission and in other public communications made by TriMaine;

3.    
          compliance with applicable governmental laws, rules and regulations;

4.    
          the prompt internal reporting of violations of the Code of Ethics and Business
          Conduct to an appropriate person or persons identified in the Code of Ethics and
          Business Conduct; and

5.    
          accountability for adherence to the Code of Ethics and Business Conduct.

TriMaines Code of Ethics and
Business Conduct required, among other things, that all of its personnel be accorded full
access to the Chief Executive Officer or Audit Committee with respect to any matter which
may have arisen relating to the Code of Ethics and Business Conduct. Further, all of
TriMaines personnel were to be accorded full access to its Audit Committee if any
such matter involved an alleged breach of the Code of Ethics and Business Conduct by the
Chief Executive Officer.

---

20

# Item 11. Executive
Compensation.

The Trust has no employees; however,
it is managed pursuant to the Liquidating Trust Agreement with Mark Steinley as Trustee.
The Trustees role, among other things, is to complete the liquidation of the assets
and to satisfy or discharge the liabilities of the Trust. The Trustee is compensated for
such services at a rate of $6,000 per year. The Trustee shall also be reimbursed for all
expenses incurred in the performance of the Trustees duties.

During the period ended December 30,
2004, until TriMaine was dissolved, Michael Smith served as its President and Chief
Executive Officer. Mr. Smith, being the Chief Executive Officer, is considered to be a
named executive officer for the purposes of our executive compensation disclosure on this
annual report on Form 10-K. No other executive officer received aggregate annual
remuneration in excess of $100,000 during the period ended December 30, 2004.

The following table shows, for the
three-year period ended December 31, 2004, the cash and other compensation that was paid
to the Chief Executive Officer of TriMaine.

|SUMMARY COMPENSATION TABLE             
|---------------------------------------
|
|
|
|Michael Smith  
Chief Executive
Officer

|(1) | The
value of perquisites and other personal benefits, securities and           property for
the Named Executive Officers that do not exceed the lesser of           $50,000 or 10% of
the total of the annual salary and bonus is not reported           herein.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Stock Options and SARs

TriMaine did not grant any stock
options or stock appreciation rights during the period ended December 30, 2004. There were
no exercises of any stock options or stock appreciation rights during the period ended
December 30, 2004. There were no outstanding stock options or stock appreciation rights
outstanding as at December 30, 2004.

Compensation of Directors

The directors of TriMaine did not
receive cash compensation for their services as directors and TriMaine did not have any
standard or other arrangement to pay its directors for their services as directors.
TriMaine reimbursed its directors and officers for their expenses incurred in connection
with their duties as directors and officers of TriMaine.

Employment Contracts and
Termination of Employment and Change in Control Arrangements

TriMaine entered into an employment
agreement with Michael Smith for a period of 36 months with automatic one-month renewals,
so that the agreement at all times had a remaining term of 36 months. The agreement
provided for a base salary and other compensation as determined by the board of directors
of TriMaine. The agreement contained change-in-control provisions pursuant to which, if a
change in control (as defined in that agreement) occurred, Mr. Smith could only be
discharged for cause. In the event Mr. Smith was terminated without cause or resigns for
good reason (as defined in that agreement) within eighteen months of the change in
control, he would have been entitled to a severance payment of three times his annual
salary under that agreement and all unvested rights in any stock option or other benefit
plans would have vested in full. This agreement has ceased to have effect as a result of the dissolution
of TriMaine.

---

21

Compensation Committee

As TriMaines only executive
officer waived his salary and there were no employees of TriMaine during the period ended
December 30, 2004, TriMaine did not have a compensation committee.

# Item 12. Security
Ownership of Certain Beneficial Owners and Management.

By virtue of its organization as a
liquidating trust, the Trust has no outstanding securities possessing traditional voting
rights. The following table sets forth, as of March 31, 2005, information with respect to
the ownership of Beneficial Interests in the Trust by (i) the Trustee of the Trust, and
(ii) each person who, to the knowledge of the Trustee, owned beneficially more than 5% of
the Beneficial Interests in the Trust.

|Name and Address of Beneficial Owner                                                                                       | Amount and Nature of
Beneficial Ownership                                               | Percentage
of Class(1)
|-------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------- | ----------------------
|Mark Steinley               
c/o BKM Capital
255 - 3540 West Sahara Avenue
Las Vegas, Nevada  89102-5816                   | Nil                                                                                     | Nil                   
|MFC Bancorp Ltd.                        
Suite 803, Dina House, Ruttonjee Centre 
11 Duddell Street, Central, Hong Kong SA | 12,648,908 Beneficial Interests
(representing the common shares
        formerly owned) | 83.12%                

|(1) | Based
on 15,217,097 Beneficial Interests (representing common shares of           TriMaine)
outstanding as of March 31, 2005.
|--- | -----------------------------------------------------------------------------------------------------------------------------

The following table sets forth
certain information regarding the common stock of TriMaine beneficially owned on December
30, 2004 for: (i) each shareholder TriMaine knew to be the beneficial owner of 5% or more
of our outstanding common stock, (ii) each of TriMaines executive officers and
directors, and (iii) all executive officers and directors as a group. In general, a person
is deemed to be a beneficial owner of a security if that person has or shares
the power to vote or direct the voting of such security, or the power to dispose or to
direct the disposition of such security. A person is also deemed to be a beneficial owner
of any securities of which the person has the right to acquire beneficial ownership within
60 days. As of December 30, 2004, TriMaine had outstanding approximately 15,217,097 shares
of common stock and 60,000 preferred stock issued and outstanding.

|Name and Address of Beneficial Owner                                                                                            | Amount and Nature of
Beneficial Ownership            | Percentage
of Class(1)
|------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------- | ----------------------
|MFC Bancorp Ltd.                          
Suite 803, Dina House, Ruttonjee Centre   
11 Duddell Street, Central, Hong Kong SAR | 12,648,908 common stock(2)
60,000 preferred stock(2) | 83.12%
 100%          
|Directors and Executive Officers as a Group                                                                                     | 12,648,908(2)(3)
60,000 preferred stock(2)(3)        | 83.12%
100%           

|(1) | Based
on 15,217,097 shares of common stock in TriMaine issued and outstanding as           of
December 30, 2004, the date of the dissolution of TriMaine. Beneficial
          ownership is determined in accordance with the rules of the SEC and generally
          includes voting or investment power with respect to securities. Except as
          otherwise indicated, we believe that the beneficial owners of the common stock
          listed above, based on information furnished by such owners, have sole
          investment and voting power with respect to such shares, subject to community
          property laws where applicable.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

22

|(2) | As
of December 30, 2004, MFC Bancorp Ltd. retained the sole power to direct the
          vote of, and accordingly, had beneficial ownership of 12,648,908 common stock
          and 60,000 preferred stock in TriMaine. All of these shares were registered in
          the name of New Image Investment Company Limited.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Michael
Smith is the Chief Executive Officer, President and a director of MFC           Bancorp
Ltd. and exercises investment and dispositive power over the shares of           the
Company, owned by MFC Bancorp Ltd.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Equity Plan Compensation
Information

TriMaine did not adopt any equity
compensation plans in 2004.

# Item 13. Certain
Relationships and Related Transactions.

There are no legal proceedings to
which the Trust is a party or with respect to which any of its assets is subject.

Other than as set forth below, there
are no material transactions with any of the directors, officers or control persons of
TriMaine that occurred during the last fiscal year.

During the period ended December 30,
2004, TriMaine paid a commission of $Nil [2003  $150,000, 2002  $Nil] to MFC
Bancorp Ltd. on the sale of real estate. TriMaine also paid $150,000 in management fees
[2003  $250,000, 2002  $150,000] to MFC Bancorp Ltd. TriMaines Chief
Executive Officer, President, Secretary and a director, Michael Smith, is also the
President, Chief Executive Officer, Secretary and a director of MFC Bancorp Ltd.

As at December 31, 2004, we had
amounts payable to us from MFC Bancorp Ltd. and its subsidiaries of $4.3 million.

As at December 31, 2004, we had amounts
payable to a subsidiary of MFC Bancorp Ltd. of $6.9 million.

# Item 14. Principal
Accounting Fees and Services.

Audit Fees

The independent accountants, Peterson
Sullivan PLLC, provided audit and other services for TriMaine during the period ended
December 30, 2004 and the year ended December 31, 2003 as follows:

|                   | Period Ended
December 30, 2004 | Percentage
of Total
Fees | Year Ended
December 31, 2003 | Percentage
of Total Fees
|------------------ | ------------------------------ | ------------------------ | ---------------------------- | ------------------------
|Audit Fees         | $  25,031                      | 18.6%                    | $40,286                      | 57.4%                   
|Audit-Related Fees | Nil                            | Nil                      | Nil                          | Nil                     
|Tax Fees           | $109,759                       | 81.4%                    | $29,948                      | 43.6%                   
|All Other Fees     | Nil                            | Nil                      | Nil                          | Nil                     
|Total              | $134,790                       | 100%                     | $70,234                      | 100%                    

Audit Fees. This category
includes the fees for the examination of the consolidated financial statements and the
quarterly reviews of interim financial statements of TriMaine. This category also includes
advice on audit and accounting matters that arose during or as a result of the audit or
the review of interim financial statements, and the preparation of an annual
management letter on internal control matters.

---

23

Audit Related Fees. There were
no audit-related fees incurred for the period ended December 30, 2004. This category would
include the fees for assurance and related services that are reasonably related to the
performance of the audit or review of the financial statements of TriMaine. Audit related
services are closely related to the financial audit process and primarily consist of
statutory audits required by non-US jurisdictions; audits of benefit plans; audits of
vendors, licensees and customers to confirm that contract terms of pricing and payment are
being met; internal control advisory services; work on registration statements filed with
the US Securities and Exchange Commission; and related accounting advice.

Tax Fees. This category
includes the fees for professional services rendered for tax compliance, tax advice and
tax planning.

All Other Fees.  There were no fees
incurred during the period ended December 30, 2004.

The board of directors of TriMaine
approved all audit related services, tax services and all other services rendered by
Peterson Sullivan PLLC. The fees related to all of these other services did not exceed 50%
of the total fees billed by Peterson Sullivan PLLC.

# PART IV

# Item 15. Exhibits,
Financial Statement Schedules.

|(a) | Exhibits
Required by Item 601 of Regulation S-K
|--- | -----------------------------------------------

|                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number

3.1      
3.2      
3.3      
3.4      
3.5      
3.6      
3.7      
3.8      
10.1     
10.2     
10.3     
10.4*    
14.1     
32      
21.1 | DescriptionArticles of Incorporation (1)
Amendment to Articles of Incorporation dated November 5, 1993 (1)
Amendment to Articles of Incorporation dated April 22, 1994 (1)
Amendment to Articles of Incorporation dated April 14, 1995 (1)
Amendment to Articles of Incorporation dated July 10, 1996 (2)
Amendment to Articles of Incorporation dated March 23, 2000 (3)>
Bylaws (1)
Articles of Dissolution (6)
Debt Settlement Agreement with ICHOR Corporation dated September 30, 1997 (4)
Debt Settlement Agreement with ICHOR Corporation dated February 20, 1998 (4)
Purchase Agreement with MFC Merchant Bank S.A. dated January 4, 1999 (5)
Liquidating Trust Agreement
Code of Ethics(7)
Section 906 Certification of Mark Steinley, dated March 31, 2005
Subsidiaries of the Company:
         Inverness Enterprises Ltd.

---

24

* 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 8-K, as filed on January 7, 2005.
|--- | -----------------------------------------------------------------------

|(7) | Incorporated
by reference to our Form 10-K, as filed on March 30, 2004.
|--- | -----------------------------------------------------------------------

(b) Reports on Form 8-K

None.

---

25

# SIGNATURES

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

# TRIMAINE HOLDINGS, INC.
LIQUIDATING TRUST

|      |                                              
|----- | ---------------------------------------------
|By:   | /s/ Mark C. Steinley
Mark C. Steinley
Trustee
|Date: | March 31, 2005                               

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

|      |                                              
|----- | ---------------------------------------------
|By:   | /s/ Mark C. Steinley
Mark C. Steinley
Trustee
|Date: | March 31, 2005