(1) Investments consists of equity securities

12

Selected Quarterly Data
(Amounts in thousands, except per share amounts)

The Independent Auditors' Report dated February 25, 2004.

Consolidated Balance Sheets at December 31, 2003 and 2002.

Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001.

Consolidated Statements of Comprehensive Income for the years ended December 31, 2003, 2002 and 2001.

Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2003, 2002 and 2001.

Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001.

Notes to the Consolidated Financial Statements.

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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, 2003 and 2002, and the related statements of operations, comprehensive income, changes in shareholders' equity, and cash flows for the years ended December 31, 2003, 2002 and 2001. 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, 2003 and 2002, and the results of their operations and their cash flows for the years ended December 31, 2003, 2002 and 2001, in conformity with accounting principles generally accepted in the United States.

/s/ Peterson Sullivan PLLC

Peterson Sullivan P.L.L.C.
February 25, 2004
Seattle, Washington

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

TRIMAINE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2003, 2002 and 2001
(In Thousands of Dollars, Except Per Share Data)

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

 16

TRIMAINE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2003, 2002 and 2001
(In Thousands of Dollars)

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

17

TRIMAINE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Years Ended December 31, 2003, 2002 and 2001
(In Thousands of Dollars)

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

18

TRIMAINE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2003, 2002 and 2001
(In Thousands of Dollars)

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

19

 Note 1. Nature of Operations and Significant Accounting Policies

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

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 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.

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

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.

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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.

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 2003, 2002 and 2001.

The weighted average number of shares outstanding was 15,225,530, 15,291,990 and 15,626,879 for the years ended December 31, 2003, 2002 and 2001, 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, 2003, 2002 and 2001.

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.

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.

Statement of Financial Accounting Standards ("SFAS") No. 147 gives guidance on accounting for the acquisition of financial institutions (effective for acquisitions on or after October 1, 2002). SFAS No. 148 clarifies treatment of stock-based compensation (effective for fiscal years ending after December 15, 2002). SFAS No. 149 amends existing standards on derivatives (effective for derivatives entered into or modified after June 30, 2003). SFAS No. 150 gives guidance on the accounting for certain financial instruments with characteristics of both liabilities and equity (effective for financial instruments entered into after May 31, 2003). Financial Accounting Standards Board Interpretation No. 46 requires consolidation of certain variable interest entities (effective for fiscal years ending after December 15, 2003). These new standards do not have an effect on the Company's consolidated financial statements.

21 

The Company had an unsecured note receivable for $728 stated at its principal balance at December 31, 2002, from an unrelated corporation. The note was due on demand and bore interest at 5% which was recognized when earned. The note was paid in full in 2003. There was no difference between fair value and principal balance at December 31, 2002.

The Company has investments in available-for-sale securities which have been classified as long-term at December 31, 2003 and 2002. These securities may be summarized as follows:

The fair value and cost of securities at December 31, 2003, includes 67,500 shares of another subsidiary of MFC. Both the fair value and cost of these shares amount to $439 at December 31, 2003.

During 2001, 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 in dividends in 2001 on these shares.

 22

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 $300 at December 31, 2003). 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.

The components of income tax expense from continuing operations for years ended December 31 are as follows:

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:

 23

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

MFC charged the Company a commission of $150 during 2003 on the sale of real estate.

MFC charged the Company a management fee of $250 during 2003 and $150 during both 2002 and 2001.

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.

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

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

24

Not applicable.

As required by Rule 13a-15 under the Exchange Act, as at December 31, 2003 (being the end of the period covered by this annual report on Form 10-K) we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's president and chief executive officer. Based upon that evaluation, our company's president and chief executive officer concluded that our company's disclosure controls and procedures are effective. There have been no significant changes in our company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation.

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

The following table sets forth the names, positions and ages of our executive officers and directors. Our board of directors is divided into three classes. Directors are elected for three-year terms. Mr. Michael J. Smith and Mr. Simon Law are both Class II directors and each of their terms expire in 2005.

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Mr. Law became a director of our company during 2003. Since 1990, he has been a director of Kelsion Secretarial and Consultants Ltd. in Hong Kong. This company provides corporate secretarial services, business/tax consulting and advisory services for China and other Asian regions.

As our company is relatively inactive, we do not currently have an audit committee. Accordingly, our Board of Directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S-B, and is "independent" as the term is used in Tem 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our Board of Directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the current size of our company.

There are no family relationships among our directors or officers.

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are 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 our company, and on written representations by our officers and directors regarding their compliance with the applicable reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, we believe that, with respect to its fiscal year ended December 31, 2003, all of its officers and directors filed all required reports under Section 16(a) in a timely manner.

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

Our Code of Ethics and Business Conduct requires, among other things, that all of our company's personnel shall be accorded full access to our Chief Executive Officer or Audit Committee with respect to any matter which may arise relating to the Code of Ethics and Business Conduct. Further, all of our company's personnel are to be accorded full access to our company's Audit Committee if any such matter involves an alleged breach of the Code of Ethics and Business Conduct by the Chief Executive Officer.

Our Code of Ethics and Business Conduct is filed herewith with the Securities and Exchange Commission as Exhibit 14.1 to this annual report. We will also provide a copy of the Code of Ethics and Business Conduct to any person without charge, upon request. Requests can be sent to: Trimaine Holdings, Inc., c/o Suite 1620 - 400 Burrard Street, Vancouver, British Columbia, Canada V6C 3A6.

During the year ended December 31, 2003, Michael Smith served as an President and Chief Executive Officer of our company. 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 year ended December 31, 2003

The following table shows, for the three-year period ended December 31, 2003, the cash and other compensation we paid to our Chief Executive Officer.

We did not grant any stock options or stock appreciation rights to Mr. Smith during the year ended December 31, 2003. There were no exercises of any stock options or stock appreciation rights by Mr. Smith during the year ended December 31, 2003. There were no outstanding stock options or stock appreciation rights.

Our directors do not receive cash compensation for their services as directors and we have no standard or other arrangements to pay our directors for their services as directors of our company. We reimburse our directors and officers for their expenses incurred in connection with their duties as directors and officers of our company.

27

On June 23, 1994 we 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 has a remaining term of 36 months. The agreement provides for a base salary and other compensation as determined by our board of directors. The agreement contains change-in-control provisions pursuant to which, if a change in control (as defined in the agreement) occurs, Mr. Smith may only be discharged for cause. In the event Mr. Smith is terminated without cause or resigns for good reason (as defined in the agreement) within eighteen months of the change in control, he shall be entitled to a severance payment of three times his annual salary under the agreement and all unvested rights in any stock option or other benefit plans shall vest in full. If Mr. Smith is terminated without cause or resigns for good reason after eighteen months of the change in control, he shall be entitled to a severance payment of a propor tionate amount based on the length of time remaining in the term of the agreement of three times his annual salary under the agreement and all unvested rights in any stock option or other benefit plans shall vest in full. In addition, Mr. Smith will continue to receive equivalent benefits as were provided at the date of termination for the remaining term of the agreement.

During the year ended December 31, 2003, our compensation committee included Roy Zanatta and Young Soo Ko. On August 1, 2003, we appointed Simon Law to the compensation committee to fill the vacancy caused by the resignation of Young Soo Ko. On September 26, 2003, Roy Zanatta resigned from our compensation committee. No member is an employee or officer or former employee of our company. For the year ended December 31, 2003, no member of the compensation committee had any direct or indirect material interest in any transaction with our company in which the amount involved exceeded $60,000.

The compensation committee of our board of directors determines compensation for our Chief Executive Officer, reviews and makes recommendations regarding compensation of executive officers, and supervises the administration of our equity plans for executives and all employees. During the year ended December 31, 2003, the committee included Roy Zanatta and Young Soo Ko. On August 1, 2003, we appointed Simon Law to the compensation committee to fill the vacancy caused by the resignation of Young Soo Ko. On September 26, 2003, Roy Zanatta resigned from our compensation committee.

Executive Compensation Objectives

On behalf of our board of directors, the compensation committee reviews and makes recommendations concerning:

Components of Compensation

During the year ended December 31, 2003, none of our executives received any salary or other compensation. In the future, in determining an executive officer's base salary, the compensation committee will take into account

28

competitive market data for similar positions at similar companies, individual responsibilities and performance, and internal equity within our company.

CEO Compensation

Our Chief Executive Officer did not receive any base salary in the year ended December 31, 2003. In deciding on Mr. Smith's compensation for any fiscal year, the committee considers the company's performance, achievement and profitability.

The information set forth in the table and graph below compares the value of the our common stock to the Nasdaq Market Index and to the MG Industry Group Index for Real Estate Investment Trusts prepared by Media General Financial Services. Each of the total cumulative returns presented assumes a $100 investment on December 31, 1997.

29

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

During the year ended 2003, we paid a commission of $150,000 [2002 - $Nil, 2001 - $Nil] to MFC Bancorp Ltd. on the sale of real estate. We also paid $250,000 in management fees [2002 - $150,000, 2001 - $150,000] to MFC Bancorp Ltd. Our 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, 2003, we had amounts payable to MFC Bancorp Ltd. and its subsidiaries of $552,526.

Our independent accountants, Peterson Sullivan PLLC, provided audit and other services during the years ended December 31, 2003 and 2002 as follows:

Audit Fees. This category includes the fees for the examination of our consolidated financial statements and the quarterly reviews of interim financial statements. 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.

Audit Related Fees. There were no audit-related fees incurred for the year ended December 31, 2003. This category would include the fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. Audit related services are closely related to the financial audit process and primarily consist of statutory audits required by non-U.S. 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 U.S. 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 year ended December 31, 2003.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Peterson Sullivan PLLC is engaged by our company or our subsidiaries to render any auditing or permitted non-audit related service, the engagement be:

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The audit committee 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.

Exhibit Number/Description

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.

By: /s/ Michael Smith
Michael J. Smith
President, Chief Financial Officer, Secretary and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Date: March 30, 2004

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.