(Mark One)

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

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

Registrant's telephone number  (43) 1 240 25 102

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

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

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 (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy

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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]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within 60 days prior to the date of filing.

2,568,189 common shares @ $1.12⁽¹⁾ = $2,876,372
(1) Average of bid and ask closing prices on March 1, 2004.

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

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

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

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars.

We were incorporated in the State of Washington on September 15, 1993 and commenced operations in April 1994. We are a subsidiary of MFC Bancorp Ltd., which owns approximately 83% of our shares of common stock. A subsidiary of MFC Bancorp Ltd. also owns 60,000 shares of our preferred stock.

Unless otherwise indicated, all references to "we", "us", "our" and "Trimaine" means Trimaine Holdings, Inc. and our subsidiaries.

We operate in the financial services industry. As part of the financial services industry, we have certain real estate assets which are held for sale. All of our real estate assets are located in the Puget Sound region of the State of Washington, are undeveloped and a substantial portion are in a pre-development state. We intend, as opportunities arise, to monetize our real estate assets to finance the acquisition of interests in operating businesses. We may also acquire additional real estate assets. We intend to develop some of our 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.

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

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

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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 where 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 our properties have had some wetland areas designated.

In 1990, the Washington State legislature passed the Growth Management Act 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 Growth Management Act, the counties in which our 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. We believe, however, that all of our properties are lo cated in areas where additional growth will be permitted. We intend to use the proceeds from the sale or monetization of our real estate assets to acquire controlling equity interests in operating businesses. In addition, we may seek to exchange our real estate assets for equity interests in certain other companies. We will seek to acquire interests in those companies that we believe our expertise in financial restructuring and asset management will add value to our investment. In order to accomplish such acquisitions, we may engage in joint ventures with affiliated companies.

At December 31, 2003, we had no full-time employees. Our executive officers devote such time to our business as is required.

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

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

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Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Our common stock currently trades on a limited basis on the OTC Bulletin Board. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

Our authorized capital stock consists of 125,000,000 shares consisting of 100,000,000 shares of common stock and 25,000,000 shares of preferred stock. As of March 15, 2004, there are 15,217,097 shares of common stock are issued and outstanding and, 100,000 shares of Series B preferred stock have been designated, of which 60,000 are issued and outstanding. Our board of directors, without any action by stockholders, is authorized to designate and issue shares of preferred stock in any class or series as it deems appropriate and to establish the rights, preferences and privileges of these shares, including dividends, liquidation and voting rights. The rights of holders of shares of preferred stock that may be issued may be superior to the rights granted to the holders of existing shares of our common stock. Further, the ability of our board of directors to designate and issue such undesignated shares could impede or deter an unsolicited tender offer or takeover proposal and the issuance o f additional shares having preferential rights could adversely affect the voting power and other rights of holders of our common stock.

The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the pe nny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the st ock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

In addition to the "penny stock" rules described above, the National Association of Securities Dealers (NASD) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain

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information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We are subject to extensive environmental laws and regulations. Because we own real property, various federal, state and local laws might impose liability on us for the cost of removing or remediating various hazardous substances released on or in our property. We may incur substantial costs to comply with current environmental requirements or new environmental laws that might be adopted. In addition, we may discover currently unknown environmental problems or conditions in the future and may incur substantial costs in correcting such problems or conditions. 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 our company. 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.

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

We hold certain of our 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.

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

Our future results could be adversely affected by a variety of other factors beyond our control, including, but not limited to:

Our office is located at Floor 21, Millennium Tower, Handelskai 94-96, A-1200, Vienna, Austria.

We believe that our existing facilities are adequate for our needs through the end of the year ended December 31, 2004. Should we require additional space at that time, or prior thereto, we believe that such space can be secured on commercially reasonable terms.

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

To our knowledge we are not a party to any litigation as at March 15, 2004. We anticipate that, from time to time, we periodically may become subject to other legal proceedings in the ordinary course of our business. We are unable to ascertain the ultimate aggregate amount of monetary liability or financial impact of the above matters which seek damages of material or indeterminate amounts, and therefore cannot determine whether these actions, suits, claims or proceedings will, individually or collectively, have a material adverse effect on our business, results of operations, and financial condition. We intend to vigorously defend these actions, suits, claims and proceedings.

There were no matters submitted to a vote of our security holders either through solicitation of proxies or otherwise in the fourth quarter of the fiscal year ended December 31, 2003.

Our common stock quoted on the OTC Bulletin Board under the symbol "TRMH". Since June 30, 1999, trading in our common stock has been limited and sporadic. The following table sets forth, for the periods indicated, the high and low sales prices for our common stock on the OTC Bulletin Board:

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Our common shares are issued in registered form. Intrawest Transfer Co., Inc. of 1983 E. 4800 South, PO Box 17136, Salt Lake City, Utah 84117, telephone: 801.272.9294; facsimile 801.277.3147 is the registrar and transfer agent for our common shares.

On March 15, 2004, the shareholders' list for our common stock showed 1,543 registered stockholders and 15,217,097 shares issued and outstanding. The closing sale price for our common stock on March 15, 2004, as reported on the OTC Bulletin Board, was $1.12.

During the year ended December 31, 2003, we did not pay any cash dividends to any holders of our shares of common stock. We did pay a dividend of $300,000 to the holder of our preferred stock.

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

No securities were sold or issued by us during the quarter or the year ended December 31, 2003 without the registration of the securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements.

We have not adopted any equity compensation plans.

During the year ended December 31, 2003, we purchased the following shares of our common stock:

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(1) We purchased these shares in open market transactions on the OTC Bulletin Board.

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data presented below for the five fiscal years ended December 31, 2003 is derived from our audited consolidated financial statements. The following selected financial data should be read in conjunction with the Consolidated Financial Statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included at Item 7 of this annual report on Form 10-K. The statement of operations data and the balance sheet data are derived from our Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in the United States. All amounts in the table are in thousands, except per share amounts.

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