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

FORM 10-Q

Commission File Number: 333-109667-04

EVERGREEN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

503-472-9361
(Registrant’s telephone number, including area code)

NONE
(Former name, former address and former fiscal year,
if changed since last report)

        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 12 preceding months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X)   No (  )

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

        Indicate the number of shares of outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

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EVERGREEN HOLDINGS, INC.

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED NOVEMBER 30, 2004

TABLE OF CONTENTS

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PART I. - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS.

EVERGREEN HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

(continued on the next page)

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EVERGREEN HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

        The accompanying condensed notes to unaudited consolidated financial statements are an integral part of these statements.

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EVERGREEN HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands)

        The accompanying condensed notes to unaudited consolidated financial statements are an integral part of these statements.

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EVERGREEN HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)

        The accompanying condensed notes to unaudited consolidated financial statements are an integral part of these statements.

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EVERGREEN HOLDINGS, INC.
CONDENSED NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — BASIS FOR PRESENTATION

        The interim consolidated financial statements included in this report have been prepared by Evergreen Holdings, Inc. and its subsidiaries, without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the SEC.

        As used in these condensed notes to unaudited consolidated financial statements:

• the term "Holdings" refers to Evergreen Holdings, Inc.;
• the terms "Evergreen" and "Aviation" refer to Evergreen International Aviation, Inc.; and
• the terms "Company," "we," "us," and similar terms refer to Evergreen International Aviation, Inc. and its consolidated subsidiaries, collectively.

        In the opinion of management, the interim consolidated financial statements included in this report contain all adjustments necessary to present fairly the financial position, results of operations, and cash flows of the Company for the periods indicated. Such adjustments, other than adjustments that have been separately disclosed, are of a normal recurring nature.

        The Company conducts business in six major business segments through its wholly-owned subsidiaries:

• Evergreen International Airlines, Inc. ("Airlines");
• Evergreen Aviation Ground Logistics Enterprises, Inc. ("EAGLE");
• Evergreen Helicopters, Inc. ("Helicopters");
• Evergreen Air Center, Inc. ("Air Center");
• Evergreen Aircraft Sales & Leasing Co. (“EASL”); and
• Evergreen Agricultural Enterprises, Inc. (“Agriculture”).

        The Company’s business is seasonal, and accordingly, the interim results presented in this report are not necessarily indicative of operating results for a full year. The interim consolidated financial statements included in this report should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes that were included in the Company’s Annual Report on Form 10-K/A for the year ended February 29, 2004, which was filed with the SEC on September 30, 2004.

Reclassifications

        Certain amounts in the Company’s prior years’ financial statements and notes have been reclassified to conform to the current year presentation. Previously reported net income or net cash flows were not affected by these reclassifications.

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EVERGREEN HOLDINGS, INC.
CONDENSED NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

FASB Interpretation No. 46-R

        In December 2003, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities - An Interpretation of ARB No. 51” (“FIN 46-R”). FIN 46-R addresses how a company should apply the provisions of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to certain variable interest entities. In particular, FIN 46-R will apply in those situations in which i) the company does not have a controlling financial interest in the variable interest entity or ii) the variable interest entity does not have sufficient equity at risk for the variable interest entity to finance its activities without additional subordinated financial support. In those situations, FIN 46-R requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the variable interest entities do not effectively disperse risks among the parties involved.

        The Company is required to adopt FIN 46-R as of the period ending May 31, 2005. Although management has not completed a final assessment of the impact of FIN 46-R on the Company, preliminary assessments have indicated that the Company may be the primary beneficiary of certain related party variable interest entities including, but not limited to, Ventures Holding, Inc., and Ventures Acquisition Company LLC. The Company leases certain assets consisting primarily of buildings and aircraft from these entities. Upon the Company’s adoption of FIN 46-R, management’s assessment may indicate that the financial statements of these entities should be included in the Company’s financial statements in the period of adoption and beyond. Such inclusion is not expected to have a material impact on the Company’s consolidated financial statements.

EITF No. 4-10

        FASB Statement No. 131, Disclosures about Segments of an Enterprise and Related Information (“SFAS No. 131”), requires that a public company separately report the financial and descriptive information about its reportable operating segments. Paragraph 17 of SFAS No. 131 sets forth the aggregation criteria used to determine whether an operating segment that does not otherwise meet the quantitative thresholds to be a reportable segment may be aggregated in accordance with paragraph 19 of SFAS No. 131. EITF Issue 4-10 "Determining Whether to Aggregate Operating Segments That Do Not Meet the Quantitative Thresholds" ("EITF 4-10"), addresses the criteria for aggregating operating segments.

        The Company currently reports its financial and operating results according to the Company’s six primary business segments. The financial and operating results for at least one of those primary business segments is comprised of one or more smaller business segments that have been aggregated with a larger business segment. Based upon the Company’s analysis of its current operations, the Company believes that such aggregations meet the criteria for aggregation under EITF 4-10 and paragraph 17 of SFAS No. 131. The Company will continue to monitor any changes in the nature and operations of each of its business segments and modify the Company’s method of aggregation as appropriate in order to remain in compliance with EITF 4-10 and SFAS No. 131.

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EVERGREEN HOLDINGS, INC.
CONDENSED NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — BUSINESS SEGMENTS

        The Company conducts business through its six major business segments:

• Airlines provides air cargo services for both international and domestic markets;
  
• EAGLE provides full-service aviation ground handling and logistics services, including mail handling, aviation hub management, aircraft handling, cargo handling, ground system management, ground equipment maintenance, ground equipment sales and leasing, aircraft line maintenance, terminal services, aircraft de-icing and washing, check-in and ticketing, baggage acceptance and seat selection, and passenger cabin cleaning;
  
• Helicopters provides helicopter and small fixed-wing aircraft services throughout the world in connection with activities such as forest fire fighting, health services, aerial spraying, heavy lift construction, law enforcement, helicopter logging, petroleum support services, search and rescue, peacekeeping and relief support, helicopter skiing, and agriculture;
  
• Air Center, an unlimited Class IV airframe repair station certified by the FAA, performs aircraft maintenance, repair and overhaul services, and aircraft storage services;
  
• EASL selectively buys, sells, leases, and brokers commercial aircraft, helicopters, and aircraft spare parts; and
  
• Agriculture — the Company operates a nursery and farming enterprise through Evergreen Agricultural Enterprises, Inc. which delivers nursery and agricultural products to wholesale and retail customers.

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EVERGREEN HOLDINGS, INC.
CONDENSED NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        The following charts present selected financial information of the Company, as further segregated by each of the major business segments.

(continued on next page)

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EVERGREEN HOLDINGS, INC.
CONDENSED NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS