==============================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2002

                                       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           (I.R.S.  Employer
      incorporation or organization)           Identification  No.)

      FLOOR 21, MILLENNIUM TOWER, HANDELSKAI 94-96, A-1200, VIENNA, AUSTRIA
                               (Address of office)

     Registrant's telephone number, including area code:  (43) 1 240 25 102

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

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

                          COMMON STOCK, $0.01 PAR VALUE
                                (Title of Class)

Indicate  by  check  mark  whether  the  Registrant:  (1)  has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
Registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.    Yes  [X]    No  [   ]

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

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

The  aggregate  market  value  of  the  Registrant's  voting  stock  held  by
non-affiliates  of  the Registrant as of June 28, 2002, the last business day of
the  Registrant's  most  recently  completed second fiscal quarter, based on the
closing  price  of the voting stock  on the OTC Bulletin Board on such date, was
approximately  $931,386.

As  of  March  15, 2003, there were 15,247,897 shares of the Registrant's common
stock  outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's 2003 Proxy Statement to be filed within 120 days of
the  period  ended December 31, 2002 are incorporated by reference into Part III
hereof.
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<PAGE>

FORWARD-LOOKING  STATEMENTS

Statements  in  this  report,  to  the  extent  they are not based on historical
events,  constitute  forward-looking  statements.  Forward-looking  statements
include,  without  limitation,  statements  regarding  the  outlook  for  future
operations,  forecasts  of  future  costs and expenditures, evaluation of market
conditions, the outcome of legal proceedings, the adequacy of reserves, or other
business  plans.  Investors  are  cautioned  that forward-looking statements are
subject  to  an inherent risk that actual results may vary materially from those
described  herein.  Factors  that  may  result  in such variance, in addition to
those  accompanying  the forward-looking statements, include changes in interest
rates,  prices  and  other  economic conditions; actions by competitors; natural
phenomena;  actions  by  government  and  regulatory  authorities; uncertainties
associated  with  legal proceedings; technological development; future decisions
by management in response to changing conditions; and misjudgments in the course
of  preparing  forward-looking  statements.  Some of these risks and assumptions
include  those  set  forth under the sub-heading "Cautionary Statement Regarding
Forward-Looking  Information"  in  "Management's  Discussion  and  Analysis  of
Financial  Condition  and  Results  of  Operations".  Investors are advised that
these cautionary remarks expressly qualify in their entirety all forward-looking
statements  attributable  to  the  Corporation  or persons acting on its behalf.
Unless required by law, the Corporation does not assume any obligation to update
forward-looking  statements  based  on  unanticipated  events  or  changed
expectations.  However,  investors  should  carefully  review  the  reports  and
documents  filed  by  the  Corporation from time to time with the Securities and
Exchange Commission (the "SEC"), particularly its quarterly reports on Form 10-Q
and  current  reports  on  Form  8-K.


                                        2

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                     PAGE
                                                                     ----
                                     PART I

   ITEM 1.   BUSINESS                                                  4

   ITEM 2.   PROPERTIES                                                5

   ITEM 3.   LEGAL PROCEEDINGS                                         5

   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS        5

                                    PART II

   ITEM 5.   MARKET FOR REGITRANT'S COMMON EQUITY AND RELATED
             STOCKHOLDER MATTERS                                       6

   ITEM 6.   SELECTED FINANCIAL DATA                                   7

   ITEM 7.   MANAGEMENT'S DICUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS                       8

   ITEM 7A.  QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
             RISK                                                      11

   ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA               12

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

                                    PART III

   ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT       13

   ITEM 11.   EXECUTIVE COMPENSATION                                   13

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

   ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS           13

   ITEM 14.   CONTROLS AND PROCEDURES                                  13

                                    PART IV

   ITEM 15.   EXHIBITS, FINANCIALS STATEMENT SCHEDULES, AND
              REPORTS ON FORM 8-K                                      14

   SIGNATURES                                                          26


                                        3

<PAGE>

                                     PART I

ITEM  1.  BUSINESS

THE  CORPORATION

TriMaine  Holdings,  Inc.  was  incorporated  under  the  laws  of  the State of
Washington on September 15, 1993 and commenced operations in April 1994. In this
document, unless the context otherwise requires, the "Corporation" or "TriMaine"
refers  to  TriMaine  Holdings,  Inc. and its subsidiaries. The Corporation is a
subsidiary  of  MFC  Bancorp Ltd. ("MFC"), which owns approximately 83%  of  the
Corporation's  shares of common stock.  A subsidiary of MFC also owns $6 million
of  preferred  shares  in  the  capital  stock  of  the  Corporation.

BUSINESS  OF  THE  CORPORATION

The  Corporation  operates  in  the financial services industry.  As part of the
financial  services  industry,  the  Corporation  has certain real estate assets
which  are  held  for  sale.  All  of  the  Corporation's real estate assets are
located  in  the  Puget Sound region of the State of Washington, are undeveloped
and  a substantial portion are in a pre-development state.  TriMaine intends, as
opportunities  arise,  to  monetize  its  real  estate  assets  to  finance  the
acquisition  of  interests  in  operating businesses.  TriMaine may also acquire
additional  real  estate  assets.  TriMaine  intends  to  develop  some  of  its
undeveloped  real estate properties, and in certain instances may participate in
development  joint  venture  arrangements  as  an  interim  step  in the sale or
monetization  of  a  property,  and  will  continue  pre-development work on the
properties  to  the  extent  necessary  to  protect  or  enhance  their  value.

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

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

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

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

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


                                        4

<PAGE>

In  December  1998, the Corporation transferred its 50.9% interest in the shares
of  common  stock  of  Mymetics  Corporation  (formerly  ICHOR  Corporation)
("Mymetics")  to  a  wholly-owned  subsidiary  of  MFC.

At December 31, 2002, the Corporation had no full-time employees.  The executive
officers  of the Corporation devote such time to the business of the Corporation
as  is  required.

ITEM  2.  PROPERTIES

The  Corporation  has  an  office  in  Vienna,  Austria.

The  Corporation's  undeveloped  real estate properties are located in the Puget
Sound  region  of  Washington  State  and  consist  of  six  parcels  totalling
approximately  65  acres  which  are zoned for various commercial uses including
retail,  office  and  business  park, and two parcels totalling approximately 32
acres  which  are  zoned for medium to high residential use.  The Corporation is
seeking  to sell these parcels and does not intend to fully develop the majority
of  them  prior  to  sale. The Corporation typically engages in such preliminary
development  work  as is necessary to maximize the value of the parcels prior to
their  sale.

GIG  HARBOR  PROPERTY

The  Corporation  owns approximately 47 acres of undeveloped real property which
was,  in  early  1997,  annexed  to the City of Gig Harbor, Washington, which is
located at the west end of the Tacoma Narrows Bridge in Tacoma, Washington.  The
annexation provides for much higher intensity development than was allowed under
its  previous  jurisdiction  (Pierce  County)  and opens the way for a new major
thoroughfare  to be built through the middle of the property that connects State
Highway 16 and the north entrance of Gig Harbor.  Of the total acreage, 29 acres
are zoned for medium density (eight units per acre) residential use and 18 acres
are zoned for business park/professional office use. The Corporation may develop
all  or  a  portion  of  the  land through partnerships, joint ventures or other
economic  associations  with  local  developers.  The  Corporation's  current
involvement is limited to pre-development work, including infrastructure (roads,
sewer  and  water  services),  preliminary  permits, market studies, feasibility
studies  and  related  activities.

All  utilities  are  available  to  the  property.  The  City  of Gig Harbor has
completed  work on an extension of a street through the property, which provides
access  to  the  site  from  the  City  of  Gig  Harbor  and  State  Highway 16.

ITEM  3.  LEGAL  PROCEEDINGS

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

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

Not applicable.


                                        5

<PAGE>

                                     PART II

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

(a)  MARKET  INFORMATION.  The  Corporation's common stock is quoted on the NASD
OTC  Bulletin Board under the symbol "TRMH".  The following table sets forth the
quarterly  high  and low sales price per share of the Corporation's common stock
for  the  periods  indicated.  These are inter-dealer  prices,  without  retail
mark  up, mark down or commission  and  may  not  necessarily  represent  actual
transactions.

<TABLE>
<CAPTION>

                 FISCAL QUARTER ENDED          HIGH           LOW
                 ----------------------       ------         ------
<S>              <C>                           <C>             <C>

                 2001
                 March 31                     $ 0.06         $ 0.06
                 June 30                        0.15           0.07
                 September 30                   0.33           0.15
                 December 31                    0.32           0.20

                 2002
                 March 31                     $ 0.37         $ 0.30
                 June 30                        0.45           0.35
                 September 30                   0.37           0.35
                 December 31                    0.45           0.35

</TABLE>

(b)  SHAREHOLDERS.  At  March  15, 2003, the Corporation had approximately 1,601
holders  of  record  of  its  common  stock.

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


                                        6

<PAGE>


ITEM  6.  SELECTED  FINANCIAL  DATA

The  following  table  reflects  selected  consolidated  financial  data for the
Corporation  for  each  of  its  last five fiscal years.  Effective December 31,
1998,  the  Corporation  transferred  its  holdings of shares of common stock of
Mymetics.  Mymetics'  results  of  operations for the fiscal year ended December
31,  1998  are  included in the financial data presented below.  The Corporation
commenced  operations  in  April  1994.

<TABLE>
<CAPTION>

                                                            FOR THE YEAR ENDED DECEMBER 31,
                                                ------------------------------------------------------------------
                                                   2002          2001          2000          1999          1998
                                                ----------    ----------    ----------    ----------    ----------
                                                         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                             <C>           <C>            <C>          <C>            <C>
OPERATING DATA
Sales of real estate                            $       -     $       -      $  8,329     $     225     $   1,016
Other income                                    $     515     $     273      $    575     $     361     $     625
General and
  administrative expenses                       $     250     $   1,951      $    476     $     409     $   1,152
Interest expense                                $      15     $      16      $    167     $     861     $     360
Income (loss) from
  continuing operations                         $     276     $  (1,117)     $  1,742     $   4,822     $     466
Net income (loss)                               $     276     $  (1,117)     $  1,742     $   4,822     $     466

COMMON SHARE DATA(1)
Income (loss) from continuing
  operations per common share                   $       -     $   (0.09)     $   0.09     $    0.42     $    0.02
Net income (loss) per
  common share                                  $       -     $   (0.09)     $   0.09     $    0.42     $    0.02
Weighted average common
  shares outstanding (in thousands)                15,292        15,627        15,838        10,893        10,838

BALANCE SHEET DATA
Working capital                                 $   5,177     $   5,301      $  7,095     $   4,080     $  (2,287)
Total assets                                    $  19,647     $  28,747      $ 17,671     $  17,843     $  16,083
Long-term obligations                           $       -     $       -      $      -     $       -     $       -
Total shareholders' equity                      $  18,052     $  23,266      $ 17,223     $  14,885     $   8,705
__________________
(1)  Basic and diluted common share data is the same.

</TABLE>


                                        7

<PAGE>

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

The following discussion and analysis of the results of operations and financial
condition  of  the  Corporation  for the years ended December 31, 2002, 2001 and
2000  should  be read in conjunction with the Corporation's audited consolidated
financial  statements and related notes included in this annual report.  Certain
reclassifications  have  been made to the prior periods' financial statements to
conform  to  the  current  period's  presentation.

RESULTS  OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2002 COMPARED TO THE YEAR
ENDED  DECEMBER  31,  2001

Revenues  for  the  year  ended December 31, 2002 were $0.5 million, compared to
$0.3  million  for  the year ended December 31, 2001, and consisted primarily of
investment  and interest income.  In the years ended December 31, 2002 and 2001,
the  Corporation  did  not  sell  any  real  estate.

Costs  and  expenses  for  the  year  ended December 31, 2002 were $0.3 million,
compared  to $2.0 million for the year ended December 31, 2001.  The Corporation
had  no  costs related to real estate sales in the years ended December 31, 2002
and  2001.  General and administrative expenses decreased to $0.3 million in the
year  ended  December  31, 2002 from $2.0 million in the year ended December 31,
2001,  primarily  due  to  a  decrease in consulting services.  Interest expense
decreased marginally in the year ended December 31, 2002 from the same period of
2001,  primarily  as  a  result  of  decreased  indebtedness.

The  Corporation had net income of $0.3 million, or nil per common share, in the
year  ended  December  31,  2002.  In  the  year  ended  December  31, 2001, the
Corporation  had  a  net  loss  of  $1.1  million,  or  $0.09  per common share.

RESULTS  OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2001 COMPARED TO THE YEAR
ENDED  DECEMBER  31,  2000

Revenues  for  the  year  ended December 31, 2001 were $0.3 million, compared to
$8.9  million  for the year ended December 31, 2000.  In the year ended December
31,  2001, the Corporation did not sell any real estate, compared to real estate
sales  of  $8.3  million  in the comparative period of 2000.  Dividend and other
income  provided  cash  of  $0.3  million  in  the year ended December 31, 2001,
compared  to  $0.6  million  in  the  year  ended  December  31,  2000.

Costs  and  expenses  for  the  year  ended December 31, 2001 were $2.0 million,
compared  to $6.3 million for the year ended December 31, 2000.  The Corporation
had  no  costs related to real estate sales in the year ended December 31, 2001,
compared  to  $3.6  million  in  costs  related  to  real  estate  sales  in the
comparative  period  of  2000.  General and administrative expenses increased to
$2.0  million  in the year ended December 31, 2001 from $0.5 million in the year
ended  December  31,  2000,  primarily  as  a  result of an increase in services
related  to  the  evaluation of assets and business opportunities in the current
year.  Interest expense decreased to $16,000 in the year ended December 31, 2001
from $0.2 million in the same period of 2000, primarily as a result of decreased
indebtedness.

The  Corporation  had  a net loss of $1.1 million, or $0.09 per common share, in
the  year  ended  December  31,  2001.  In the year ended December 31, 2000, the
Corporation  had  net  income  of  $1.7  million,  or  $0.09  per  common share.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Corporation  had  cash and cash equivalents of $3.5 million at December 31,
2002,  compared  to  $5.9  million  at  December  31,  2001.

Operating  activities  used  cash of $1.4 million in the year ended December 31,
2002,  compared to providing cash of $3.6 million in the year ended December 31,
2001.  The  repayment  of amounts borrowed from a subsidiary of MFC used cash of
$1.1  million in the year ended December 31, 2002, compared to borrowings from a
subsidiary  of  MFC  providing cash of $2.0 million in the comparative period of
2001. Net improvements of real estate held for development and sale used cash of
$0.1  million  in  the year ended December 31, 2002, compared to $0.3 million in
the  year  ended  December 31, 2001.  A decrease in accounts payable and accrued
liabilities  used  cash  of  $0.1  million  in the year ended December 31, 2002,
compared  to  an increase in the same providing cash of $0.1 million in the year
ended  December  31,  2001.  A  decrease in accounts receivable provided cash of
$3.5  million  in  the  year  ended  December  31,  2001.


                                        8

<PAGE>

Investing  activities  used  cash of $0.7 million in the year ended December 31,
2002  as  a  result  of  a  loan  to  an  unrelated  corporation.

Financing  activities  used  cash of $0.3 million in the year ended December 31,
2002,  compared  to  $0.4  million  in  the  year  ended  December  31, 2001.  A
repurchase  by  the  Corporation  of its shares used cash of $28,000 in the year
ended December 31, 2002, compared to $0.1 million in the year ended December 31,
2001.  The  Corporation paid $0.3 million in dividends on its preferred stock in
the  years  ended  December  31,  2002  and  2001,  respectively.

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

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

CRITICAL  ACCOUNTING  POLICIES

The  preparation  of  financial  statements  in  conformity  with  United States
generally  accepted accounting principles requires management of the Corporation
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.

The  Corporation's  management routinely makes judgments and estimates about the
effects  of  matters  that  are  inherently  uncertain.  The  Corporation  has
identified  a certain accounting policy, described below, that is most important
to  the  portrayal of its current financial condition and results of operations.
The Corporation's significant accounting policies are disclosed in Note 1 to the
consolidated  financial  statements  included  in  this  annual  report.

INVESTMENTS.  The  Corporation  holds  certain  of 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.

CAUTIONARY  STATEMENT  REGARDING  FORWARD-LOOKING  INFORMATION

Statements  in  this  annual  report  that are not reported financial results or
other historical information are "forward-looking statements" within the meaning
of  the  United  States Private Securities Litigation Reform Act of 1995.  These
statements  are  based on present information the Corporation has related to its
existing business circumstances and involve a number of risks and uncertainties,
any  of  which  could  cause  actual  results  to  differ  materially from these
forward-looking  statements.  Investors  are cautioned that the Corporation does
not  assume  any  obligation  to  update  forward-looking  statements  based  on
unanticipated  events  or changed expectations.  Factors that could cause actual
results  to  differ  materially  include,  but  are  not  limited  to:

ENVIRONMENTAL REGULATION.  The Corporation is subject to extensive environmental
laws  and  regulations.  Because  the  Corporation  owns real property,  various
federal,  state  and  local  laws  might  impose  liability  on  the Corporation
for the cost of removing or remediating various hazardous substances released on
or  in  the Corporation's property.  The Corporation may incur substantial costs
to comply with current environmental requirements or new environmental laws that
might  be  adopted.  In addition, the Corporation may discover currently unknown
environmental  problems  or  conditions  in the future and may incur substantial
costs  in  correcting  such  problems  or  conditions.

PROPERTY  DEVELOPMENT  IN WASHINGTON STATE.  The development of real property in
the  State of Washington is subject to multiple layers of government regulation,
including  state  law  and certain ordinances of the city and county wherein the
property  is located.  Environmental regulations at the federal, state and local
levels  with  regard  to wetlands, stormwater retention and discharge, wildlife,
tree  preservation,  slopes  and groundwater recharge have greatly increased the
cost  and  uncertainty  related  to  the development of property in the State of
Washington,  have  lengthened  the time necessary to receive development permits
and  may  materially  adversely  affect  the  operations  of  the  Corporation.


                                        9

<PAGE>

ECONOMIC  CONDITIONS.  The Corporation has significant real estate holdings that
can  be  difficult to sell in unfavourable economic conditions and that can have
unpredictable  decreases  in value.  This makes it difficult for the Corporation
to  vary its investment portfolio and to limit its risk when economic conditions
change.  Zoning  law changes and changes in environmental protection laws, among
other  things,  can  also  lower  the  value  of  the Corporation's investments.

PROPERTY TAXES.  Property taxes can increase and cause a decline in net property
values.  Each of the Corporation's properties is subject to real property taxes.
These  real  property  taxes  may  increase  in the future as property tax rates
change  and  as  the  Corporation's properties are assessed or reassessed by tax
authorities.  Such  increases  could  reduce  the  net  amount  earned  by  the
Corporation  on  sales  of  its  properties.

LEGAL  PROCEEDINGS.  Although  the  Corporation  is not currently subject to any
material  legal proceedings, should legal proceedings be initiated against it in
the  future,  whether  in  connection  with  environmental matters or otherwise,
pursuant  to  which the Corporation is required to pay significant amounts under
an  order issued in or to settle such a proceeding, the Corporation's results of
operations  and  financial  condition  would  be  materially adversely affected.

OTHER  RISKS.  The Corporation's future results could be adversely affected by a
variety  of  other  factors  beyond  its 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;
   *   future decisions  by  management  in  response  to  changing  conditions;
   *   the Corporation's  ability  to  execute  prospective  business plans; and
   *   misjudgments in  the  course  of  preparing  forward-looking  statements.


                                       10

<PAGE>

ITEM 7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

The  Corporation  is  exposed  to  market  risks from changes in interest rates,
foreign  currency  exchange rates and equity prices which may affect its results
of  operations  and  financial  condition.  The  Corporation does 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  interest  rates  may  increase  the  fair  value  of the fixed
interest  rate  financial  instrument  assets.  The  Corporation's  financial
instruments  which  may  be  sensitive  to interest rate fluctuations are a note
receivable.  The  following  tables  provide information about the Corporation's
exposure  to  interest  rate  fluctuations  for the carrying amount of financial
instruments  that  may be sensitive to such fluctuations as at December 31, 2002
and  2001,  respectively,  and  expected  cash  flows  from  these  instruments.

                                        AS AT DECEMBER 31, 2002
                                           (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                     EXPECTED FUTURE CASH FLOW
                       CARRYING   FAIR    ------------------------------------------------
                       VALUE      VALUE   2003    2004   2005    2006   2007    THEREAFTER
                       --------   -----   ----    ----   ----    ----   ----    ----------
<S>                    <C>         <C>    <C>     <C>    <C>     <C>    <C>     <C>
Note receivable(1)     $728       $728    $764    $0     $0      $0     $0      $0
_____________
(1)  The Corporation did not have financial instruments subject to interest rate
     risk  in  2001.

</TABLE>

FOREIGN  CURRENCY  EXCHANGE  RATE  RISK

The  reporting  currency of the Corporation is the U.S. dollar.  The Corporation
holds  certain  financial  instruments  denominated  in  Canadian  dollars.  A
depreciation  of  the  Canadian dollar against the U.S. dollar will decrease the
fair  value  of  financial  instrument  assets.  An appreciation of the Canadian
dollar  against  the  U.S.  dollar  will  increase  the  fair value of financial
instrument  assets.  The  Corporation's  financial  instruments  which  may  be
sensitive  to  foreign  currency exchange rate fluctuations are investments. The
following tables provide information about the Corporation's 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, 2002
and  2001,  respectively,  and  expected  cash  flows  from  these  instruments.

                                       AS AT DECEMBER 31, 2002
                                           (IN THOUSANDS)


<TABLE>
<CAPTION>

                                                     EXPECTED FUTURE CASH FLOW
                       CARRYING   FAIR    ------------------------------------------------
                       VALUE      VALUE   2003    2004   2005    2006   2007    THEREAFTER
                       --------   -----   ----    ----   ----    ----   ----    ----------
<S>                    <C>         <C>    <C>     <C>    <C>     <C>    <C>     <C>
Investments(1)         $14        $14     $0      $0     $0      $0     $0      $14
____________
(1)  Investments consist of equity securities, which are denominated in Canadian
     dollars.

</TABLE>

                                       AS AT DECEMBER 31, 2001
                                           (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                     EXPECTED FUTURE CASH FLOW
                       CARRYING   FAIR    ------------------------------------------------
                       VALUE      VALUE   2002    2003   2004    2005   2006    THEREAFTER
                       --------   -----   ----    ----   ----    ----   ----    ----------
<S>                    <C>         <C>    <C>     <C>    <C>     <C>    <C>     <C>
Investments(1)         $11        $11     $0      $0     $0      $0     $0      $11
_____________
(1)  Investments  consist  of equity securities, which are denominated in Canadian
     dollars.

</TABLE>

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.  The Corporation's financial
instruments  which  may  be  sensitive  to  fluctuations  in  equity  prices are
investments.  The


                                       11

<PAGE>


following  tables  provide  information  about  the  Corporation's  exposure  to
fluctuations  in  equity prices for the carrying amount of financial instruments
sensitive to  such  fluctuations as at December 31, 2002 and 2001, respectively,
and  expected  cash  flows  from  these  instruments.

                                       AS AT DECEMBER 31, 2002
                                           (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                        EXPECTED FUTURE CASH FLOW
                       CARRYING   FAIR      ------------------------------------------------
                       VALUE      VALUE     2003    2004   2005    2006   2007    THEREAFTER
                       --------   -----     ----    ----   ----    ----   ----    ----------
<S>                    <C>        <C>       <C>     <C>    <C>     <C>    <C>     <C>
Investments(1)         $13,741    $13,741   $0      $0     $0      $0     $0      $13,741
_____________
(1)  Investments  consist  of  equity  securities.

</TABLE>

                                       AS AT DECEMBER 31, 2001
                                           (IN THOUSANDS)


<TABLE>
<CAPTION>

                                                       EXPECTED FUTURE CASH FLOW
                       CARRYING   FAIR      ------------------------------------------------
                       VALUE      VALUE     2002    2003   2004    2005   2006    THEREAFTER
                       --------   -----     ----    ----   ----    ----   ----    ----------
<S>                    <C>        <C>       <C>     <C>    <C>     <C>    <C>     <C>
Investments(1)         $21,516    $21,516   $0      $0     $0      $0     $0      $21,516
_____________
(1)  Investments  consist  of  equity  securities.

</TABLE>

ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

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

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

Not  applicable.


                                       12

<PAGE>

                                    PART III

ITEM 10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

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

ITEM 11.  EXECUTIVE  COMPENSATION

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

ITEM 12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

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

ITEM 13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

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

ITEM 14.  CONTROLS  AND  PROCEDURES

Within  90 days prior to the date of this report, the Corporation carried out an
evaluation,  under  the  supervision  and  with  the  participation  of  the
Corporation's  principal  executive  officer and principal financial officer, of
the  effectiveness  of  the design and operation of the Corporation's disclosure
controls  and procedures.  Based on this evaluation, the Corporation's principal
executive  officer  and  principal  financial  officer  concluded  that  the
Corporation's  disclosure  controls  and  procedures  are  effective  in  timely
alerting  them  to  material information required to be included in its periodic
reports  filed with the SEC. It should be noted that the design of any system of
controls  is  based  in  part  upon  certain assumptions about the likelihood of
certain  events,  and  there can be no assurance that any design will succeed in
achieving  its  stated  goals  under  all  future  conditions, regardless of how
remote.  In  addition, the Corporation reviewed its internal controls, and there
have  been  no  significant changes in its internal controls or in other factors
that  could  significantly affect those controls subsequent to the date of their
last  evaluation.


                                       13

<PAGE>

                                     PART IV

ITEM 15.  EXHIBITS,  FINANCIAL  STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)   (1)   INDEX  TO  FINANCIAL  STATEMENTS

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

      (2)   LIST  OF  EXHIBITS

      3.1   Articles  of  Incorporation.(1)

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

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

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

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

      3.6   Amendment to Articles of Incorporation dated March 23, 2000.
            Incorporated by reference to the Corporation's Form 8-K dated
            March 29, 2000.

      3.7   Bylaws.(1)

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

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

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

      21    List  of  subsidiaries  of  the  Registrant.

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

(b)     REPORTS  ON  FORM  8-K

        None.

                                       14

<PAGE>

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


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



To  the  Board  of  Directors  and  Shareholders
Trimaine  Holdings,  Inc.  and  Subsidiaries



We  have  audited  the  accompanying  consolidated  balance  sheets  of Trimaine
Holdings,  Inc.  and  Subsidiaries  as  of  December  31, 2002 and 2001, and the
related statements of operations, comprehensive income, changes in shareholders'
equity,  and  cash  flows  for the years ended December 31, 2002, 2001 and 2000.
These  financial  statements are the responsibility of the Company's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  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 audits provide a reasonable basis
for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all material respects, the financial position of Trimaine Holdings,
Inc. and Subsidiaries as of December 31, 2002 and 2001, and the results of their
operations  and their cash flows for the years ended December 31, 2002, 2001 and
2000,  in conformity with accounting principles generally accepted in the United
States.


/s/  Peterson  Sullivan  PLLC



February  27,  2003
Seattle,  Washington


                                       15

<PAGE>

                    TRIMAINE HOLDINGS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2002 and 2001
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>

        ASSETS                                          2002      2001
                                                      --------  --------
<S>                                                   <C>       <C>
Current Assets
  Cash and cash equivalents                           $ 3,494   $ 5,919
  Note receivable                                         728         -
  Real estate held for development and sale             1,242     1,149
  Others                                                  442       163
                                                      --------  --------
        Total current assets                            5,906     7,231

Investments                                            13,741    21,516
                                                      --------  --------
                                                      $19,647   $28,747
                                                      ========  ========

        LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                    $    45   $   173
  Accrued liabilities                                     178       166
  Advances from affiliates                                506     1,591
                                                      --------  --------
        Total current liabilities                         729     1,930

Deferred Income Tax Liability                             866     3,551
                                                      --------  --------
                                                        1,595     5,481

Shareholders' Equity
  Preferred stock, Series B, $.01 par value 100,000
    shares authorized, 60,000 issued and outstanding
    at December 31, 2002 and 2001                           1         1
  Common stock, $.01 par value, 100,000,000 shares
    authorized, 15,247,897 and 15,322,697 issued
    and outstanding at December 31, 2002 and 2001         152       153
  Additional paid-in capital                           16,331    16,358
  Accumulated deficit                                    (707)     (683)
  Accumulated other comprehensive income                2,275     7,437
                                                      --------  --------
                                                       18,052    23,266
                                                      --------  --------
                                                      $19,647   $28,747
                                                      ========  ========

</TABLE>

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


                                       16

<PAGE>

                    TRIMAINE HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Years Ended December 31, 2002, 2001 and 2000
                (In Thousands of Dollars, Except Per Share Data)

<TABLE>
<CAPTION>

                                               2002      2001      2000
                                              ------    ------    ------
<S>                                           <C>       <C>       <C>
Revenues
  Sales of real estate                        $    -    $     -   $8,329
  Dividend and other                             515        273      575
                                              ------    -------   ------
                                                 515        273    8,904
Costs and expenses
  Cost of real estate sold and related selling
    costs                                          -          -    3,631
  Loss on sale of investments                      -          -    1,991
  General and administrative                     250      1,951      476
  Interest                                        15         16      167
                                              ------    -------   ------
                                                 265      1,967    6,265
                                              ------    -------   ------
Income (loss) before income tax
  benefit (provision)                            250     (1,694)   2,639

Deferred income tax benefit (provision)           26        577     (897)
                                              ------    -------   ------
      Net income (loss)                       $  276    $(1,117)  $1,742
                                              ======    =======   ======
Basic earnings (loss) per common share        $    -    $  (.09)  $  .09
                                              ======    =======   ======

</TABLE>

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


                                       17

<PAGE>

                    TRIMAINE HOLDINGS, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
              For the Years Ended December 31, 2002, 2001 and 2000
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>

                                                2002        2001        2000
                                              --------    --------    --------
<S>                                           <C>         <C>          <C>
Net income (loss)                             $   276     $(1,117)    $  1,742

Other comprehensive income (loss), net of tax
  Unrealized holding gains (losses)
    on securities arising during the period    (5,162)      7,575          896
                                              -------     -------     --------
Comprehensive (loss) income                   $(4,886)    $ 6,458     $  2,638
                                              =======     =======     ========

</TABLE>

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


                                       18

<PAGE>

                    TRIMAINE HOLDINGS, INC. AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
              For the Years Ended December 31, 2002, 2001 and 2000
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>

                                                                 Number of
                               Number of                         Preferred  Preferred    Additional    Retained
                               Common          Common            Shares,    Shares,      Paid-in       Earnings
                               Shares          Shares            Series B   Series B     Capital       (Deficit)
                               --------------  ----------------  ---------  -----------  ------------  -------------------
<S>                            <C>             <C>               <C>        <C>          <C>           <C>
Balance at December 31, 1999   15,837,808      $          158    $  60,000  $       1    $  16,468     $     (708)

Current year change in other
  comprehensive income (loss)           -                   -            -         -            -               -

Net income for the year                 -                   -            -          -           -           1,742
Dividend                                -                   -            -          -           -            (300)

Balance at December 31, 2000   15,837,808                 158       60,000          1       16,468            734

Share repurchase                 (515,111)                 (5)           -          -         (110)             -
Current year change in other
  comprehensive income (loss)           -                   -            -          -            -             -
Net (loss) for the year                 -                   -            -          -            -         (1,117)
Dividend                                -                   -            -          -            -           (300)

Balance at December 31, 2001   15,322,697                 153       60,000          1       16,358           (683)

Share repurchase                  (74,800)                 (1)           -          -          (27)             -
Current year change in other
  comprehensive income (loss)           -                   -            -          -            -             -
Net income for the year                 -                   -            -          -            -            276
Dividend                                -                   -            -          -            -           (300)

Balance at December 31, 2002   15,247,897      $          152    $  60,000  $       1    $  16,331     $     (707)




                               Accumulated
                               Other
                               Comprehensive
                               Income (Loss),
                               Unrealized
                               Income (Loss)
                               on Securities         Total
                               ---------------       --------
<S>                            <C>                   <C>
Balance at December 31, 1999.  $       (1,034)       $ 14,885

Current year change in other
  comprehensive income (loss)             896             896
Net income for the year                     -           1,742
Dividend                                    -            (300)

Balance at December 31, 2000             (138)         17,223

Share repurchase                            -            (115)
Current year change in other
  comprehensive income (loss)           7,575           7,575
Net (loss) for the year                     -          (1,117)
Dividend                                    -            (300)

Balance at December 31, 2001            7,437          23,266

Share repurchase                            -             (28)
Current year change in other
  comprehensive income (loss)          (5,162)         (5,162)
Net income for the year                     -             276
Dividend                                    -            (300)

Balance at December 31, 2002.  $        2,275        $ 18,052

</TABLE>

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

                                       19

<PAGE>

                    TRIMAINE HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Years Ended December 31, 2002, 2001 and 2000
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>

                                                                    2002      2001      2000
                                                                  --------  --------  --------
<S>                                                               <C>       <C>       <C>
Cash Flows from Operating Activities
  Net income (loss)                                               $   276   $(1,117)  $ 1,742
  Adjustments to reconcile net income (loss) to
    Net cash flows from operating activities
    Dividend-in-kind                                                  (46)        -         -
    Loss on sale of investments                                         -         -     1,991
    Changes in operating assets and liabilities
      Real estate held for development and sale                       (93)     (253)    2,870
      Deferred income tax asset                                         -         -       601
      Accounts receivable                                               -     3,481    (3,481)
      Accounts payable and accrued liabilities                       (116)      116      (670)
      Amount due to affiliates                                     (1,085)    2,036        44
      Deferred income tax liability                                   (26)     (577)      297
      Other                                                          (279)      (73)      110
                                                                  -------   -------   -------
        Net cash flows from operating activities                   (1,369)    3,613     3,504

Cash Flows from Investing Activities

  Increase in note receivable                                        (728)        -         -
  Proceeds from sale of investments                                     -         -     3,648
  Purchases of investments                                              -         -    (4,138)
                                                                  -------   -------   -------
        Net cash flows from investing activities                     (728)        -      (490)

Cash Flows from Financing Activities
  Payment of debt                                                       -         -    (2,065)
  Share repurchase                                                    (28)     (115)        -
  Dividend                                                           (300)     (300)     (300)
                                                                  -------   -------   -------
        Net cash flows from financing activities                     (328)     (415)   (2,365)
                                                                  -------   -------    ------
        Net increase (decrease) in cash and
        cash equivalents                                           (2,425)    3,198       649
Cash and cash equivalents, beginning of year                        5,919     2,721     2,072
                                                                  -------   -------    ------
Cash and cash equivalents, end of year                            $ 3,494   $ 5,919   $ 2,721
                                                                  =======   =======   =======

Cash paid for interest during years ended December 31, 2002, 2001 and 2000, was $14, $16 and $175,
respectively.

</TABLE>

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

                                       20

<PAGE>

                    TRIMAINE HOLDINGS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (In Thousands of Dollars, Except for Per Share Amounts)



Note  1.  Nature  of  Operations  and  Significant  Accounting  Policies

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

Trimaine  Holdings,  Inc. ("the Company") is in the financial services industry.
The  Company  is  a  subsidiary  of  MFC  Bancorp,  Ltd.  ("MFC"),  a  Canadian
corporation.

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

The  consolidated  financial  statements include the accounts of the Company and
its  wholly-owned  subsidiaries.  All  significant  intercompany  accounts  and
transactions  have  been  eliminated.

Cash  and  Cash  Equivalents
----------------------------

Cash  and  cash  equivalents  include  highly  liquid  investments with original
maturities  of  three  months  or  less  and  are  generally  interest  bearing.

Cash  balances  are  occasionally  in  excess  of  federally  insured  amounts.

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

The  Company  holds  certain of 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.  Cost  is  based  on the specific identification
method  to  determine  realized  gains  or  losses.

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

Profit  or loss on sales of real estate is recognized when the amount of revenue
is  determinable,  certain  down payment requirements are met and no significant
further  involvement  remains  with  respect to the real estate being sold.  The
real  estate  is  located  in  the  western  portion  of  Washington.

Real estate held for development and sale is stated at cost unless the estimated
future  undiscounted cash flows expected to result from disposition is less than
carrying  value,  in  which case a loss is recognized based on the fair value of
similar  real  estate  in  the same geographic region.  No such losses have been
recorded  in these consolidated financial statements.  The Company's real estate
is  being  actively  marketed  and is, therefore, classified as a current asset.


                                       21

<PAGE>


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

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

Earnings  Per  Share
--------------------

Basic  earnings  per  share  is  computed by dividing income available to common
shareholders  by the weighted average number of common shares outstanding in the
period.  Diluted  earnings  per  share  takes  into  consideration common shares
outstanding  (computed  under basic earnings per share) and potentially dilutive
common  shares;  however,  there  were no dilutive securities for 2002, 2001 and
2000.

The weighted average number of shares outstanding was 15,291,990, 15,626,879 and
15,837,808  for  the years ended December 31, 2002, 2001 and 2000, respectively.
The  income  to  compute the amount attributable to common shareholders includes
the  recognition of preferred stock dividends in arrears of $300 for each of the
years  ended  December  31,  2002,  2001  and  2000.

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

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

Segment  Information
--------------------

Management operates the Company as one segment, financial services.  Information
for  management  purposes  does not require the segmenting of financial services
activities.  Operating  revenues are realized primarily from third party sources
in  the  United States.  All long-lived assets are located in the United States.
Since  there  is  one  segment, no additional segment disclosures are considered
necessary.

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

Statements  of  Financial  Accounting  Standards  ("SFAS")  No.  145 and 146 are
generally  modifications to previously adopted standards.  A part of SFAS 145 is
effective  for years beginning after May 15, 2002, and SFAS 146 is effective for
years  beginning  after  December  31, 2002.  These new standards do not have an
effect  on  the  Company's  consolidated  financial  statements.


                                       22

<PAGE>

Note  2.  Note  Receivable

The  Company  has  an unsecured note receivable for $728 stated at its principal
balance at December 31, 2002, from an unrelated corporation.  The note is due on
demand  and  bears  interest  at  5%  which is recognized as earned.  Based on a
review  of the financial viability of the note issuer, management of the Company
has  determined that no allowance is necessary at December 31, 2002.  Management
believes  fair  value  approximates  cost  based  on  near  term  collection.


Note  3.  Investments

The  Company  has  investments  in available-for-sale securities which have been
classified  as  long-term at December 31, 2002, 2001 and 2000.  These securities
may  be  summarized  as  follows:

<TABLE>
<CAPTION>

                                2002           2001           2000
                              --------       --------       --------
<S>                           <C>            <C>            <C>
Fair value of securities
at December 31 (of which
$13,558 and $21,505
represents 1,870,000 shares
of MFC common stock in 2002
and 2001, respectively, and
$3,906 represents 500,000
shares in 2000)               $  13,741      $  21,516      $   3,928

Cost of securities at
December 31 (of which
$10,215 represents
1,870,000 shares of MFC
common stock in both 2002
and 2001, and $4,015
represents 500,000 shares        10,293         10,248          4,138
in 2000)                      ---------      ---------      ---------

Unrealized gain (loss)
at December 31                $   3,448      $  11,268      $    (210)
                              =========      =========      =========

</TABLE>

During  2001  and  2000,  the  Company held 82,200 MFC Class A Preferred Shares,
Series  1, which were converted into 1,370,000 common shares of MFC during 2001.
The  Company received $270 and $281 in dividends in 2001 and 2000, respectively,
on  these  shares.


                                       23

<PAGE>

Note  4.  Preferred  Stock

The  Company's  Preferred Shares, Series B are voting and require that dividends
be  paid  annually  at  5% in arrears on December 31 (amounting to approximately
$300  at December 31, 2002).  Should dividends not be paid as required, interest
at  8%  is  to  be  accrued  on the unpaid amount.  The Company may redeem these
shares  at  any  time at an aggregate price which includes all unpaid dividends,
accrued  interest  and  a redemption premium of 10% based on the amount paid for
the  shares.  Upon  liquidation,  these  shares are entitled to receive the same
amounts as redemption in priority to the common or other shares.  As long as any
of  the  Preferred  Shares,  Series B remain outstanding, the Company cannot pay
dividends on common or other junior shares, redeem less than all of these shares
or  issue  additional  preferred  stock  unless  all  unpaid dividends including
interest  have  been paid.  In any event, no shares may be issued in priority to
the  Preferred  Shares,  Series  B  without  the  approval  of  the  preferred
shareholders.  All 60,000 issued and outstanding shares are held by a subsidiary
of  MFC.



Note  5.  Income  Tax

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



                                          2002   2001    2000
                                         ------  -----  ------
<S>                                      <C>     <C>    <C>

Tax at U.S. statutory rate               $ (85)  $ 576  $(897)

Nontaxable gains                            92       -      -

Other                                       19       1      -
                                         -----   -----  -----

Deferred income tax benefit (provision)  $  26   $ 577  $(897)
                                         =====   =====  =====

</TABLE>

The significant components of the Company's deferred tax asset and liability are
as  follows:

<TABLE>
<CAPTION>

                                                  2002      2001
                                                ========  ========
<S>                                             <C>       <C>
Available net operating loss carryforwards      $   176   $    76

Comprehensive  gain                              (1,172)   (3,831)

Tax basis in real estate acquired in excess of
carrying value                                      153       171

Other                                               (23)       33
                                                -------   -------
Net deferred tax liability                      $  (866)  $(3,551)
                                                =======   =======

</TABLE>

                                       24

<PAGE>

The  Company's  net  operating  loss  carryforwards  of  $517 will expire in the
following  years  ending  December  31:

              2018          $        200
              2022                   317
                          --------------
                            $        517
                          ==============


Note  6.  Transactions  with  Affiliates

During 2002, the Company received a dividend-in-kind from MFC which was recorded
at its fair value of $46.  This amount is included in dividend and other income.

In  2001,  the Company received an advance from MFC of which $506 and $1,591 was
outstanding  at  December 31, 2002 and 2001, respectively.  The remaining amount
will  be  paid in the near term without interest.  Management believes that fair
value  approximates  cost  based  on  near  term  collection.

The  Company  paid  MFC  $541  for  investment  management services during 2001.

MFC  charged  the  Company  a management fee of $150 during 2002, 2001 and 2000.

The  Company  acquired  107,952  of  its  common shares from MFC for $22 in cash
during  2001.

MFC  earned  a  fee  of  $167  during  2000  for  the  sale  of  real  estate.


                                       25

<PAGE>

                                   SIGNATURES

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

Date:  March 28,  2003           TRIMAINE  HOLDINGS,  INC.

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

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


/s/  Michael  J.  Smith               Date:  March 28,  2003
-------------------------
Michael  J.  Smith
President, Chief Financial
Officer  and Director


/s/  Roy  Zanatta                     Date:  March 28,  2003
-------------------------
Roy  Zanatta
Director


/s/  Young  Soo  Ko                   Date:  March 28,  2003
-------------------------
Young  Soo  Ko
Director


                                       26

<PAGE>

                                  CERTIFICATION

I,  Michael  J.  Smith,  certify  that:

1.     I  have  reviewed  this  annual report on Form 10-K of Trimaine Holdings,
       Inc.  (the  "Registrant");

2.     Based  on  my  knowledge,  this annual report does not contain any untrue
       statement  of  a material fact or omit to state a material fact necessary
       to  make the  statements  made, in light of the circumstances under which
       such statements were  made,  not  misleading  with  respect to the period
       covered by this annual report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
       information  included  in  this  annual  report,  fairly present  in  all
       material  respects  the  financial  condition,  results of operations and
       cash flows of the Registrant  as  of,  and  for,  the  periods  presented
       in  this annual report;

4.     The  Registrant's  other  certifying  officers  and I are responsible for
       establishing  and  maintaining  disclosure  controls  and  procedures (as
       defined in Exchange Act Rules  13a-14  and  15d-14)  for  the  Registrant
       and  have:

       a)     designed  such  disclosure  controls and procedures to ensure that
              material  information  relating  to  the Registrant, including its
              consolidated subsidiaries, is  made  known  to us by others within
              those  entities,  particularly  during the period  in  which  this
              annual  report  is  being  prepared;

       b)     evaluated  the  effectiveness  of  the  Registrant's  disclosure
              controls and procedures  as  of a date within 90 days prior to the
              filing date of this annual report  (the  "Evaluation  Date");  and

       c)     presented  in  this  annual  report  our  conclusions  about  the
              effectiveness of  the  disclosure  controls  and  procedures based
              on our evaluation as of the Evaluation  Date;

5.     The Registrant's other certifying officers and I have disclosed, based on
       our  most  recent  evaluation, to the Registrant's auditors and the audit
       committee of Registrant's  board  of  directors  (or  persons  performing
       the equivalent functions):

       a)     all  significant  deficiencies  in  the  design  or operation of
              internal controls  which  could adversely affect the Registrant's
              ability to record, process,  summarize  and report financial data
              and have identified for the Registrant's  auditors  any  material
              weaknesses  in  internal  controls;  and

       b)     any  fraud,  whether  or  not material, that  involves  management
              or other employees who have a significant role in the Registrant's
              internal controls; and

6.     The  Registrant's  other certifying officers and I have indicated in this
       annual report whether there were significant changes in internal controls
       or  in other  factors  that  could significantly affect internal controls
       subsequent  to  the  date  of  our  most recent evaluation, including any
       corrective actions with regard  to  significant deficiencies and material
       weaknesses.

Date:     March 28, 2003

                                             /s/  Michael  J.  Smith
                                             -----------------------
                                             Michael  J.  Smith
                                             President and Chief
                                             Financial  Officer


                                       27

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NUMBER    DESCRIPTION
---------------   -----------

3.1               Articles  of  Incorporation.(1)

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

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

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

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

3.6               Amendment  to  Articles of Incorporation dated March 23, 2000.
                  Incorporated by reference to the Corporation's Form 8-K dated
                  March 29, 2000.

3.7               Bylaws.(1)

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

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

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

21                List  of  subsidiaries  of  the  Registrant.

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


                                       28

<PAGE>


                                    EXHIBIT 21