8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

August 17, 2007

TRESTLE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-23000	95-4217605
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

PO Box 4198 Newport Beach, California	92661
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:  (949) 903-0468

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03. – MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

On June 25, 2007, Trestle Holdings, Inc., a Delaware corporation (“Company”), obtained written consent from stockholders holding a majority of the outstanding shares of voting securities of the Company entitled to vote to approve an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 1,500,000,000.  On August 17, 2007, the Company filed the amendment to the Company’s Third Amended and Restated Certificate of Incorporation.  Information relating to the amendment and its affect on the rights of the Company’s existing shareholders was included in the Company’s Definitive Information Statement on Schedule 14C, which was filed with the Securities and Exchange Commission on July 10, 2007, and mailed to shareholders on or around that date.  A copy of the amendment dated August 17, 2007 is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. – FINANCIAL STATEMENTS AND EXHIBITS.

(a)   Financial Statements.

Not applicable.

(b)   Pro Forma Financial Information.

Not applicable.

(c)   Shell company transactions.

Not applicable.

(d)   Exhibits

3.1   Amendment to the Company’s Third Amended and Restated Certificate of Incorporation.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRESTLE HOLDINGS, INC.
Date: August 17, 2007	By:	/s/ Eric Stoppenhagen
		Eric Stoppenhagen
		Title: Interim President

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Amendment to the Company’s Third Amended and Restated Certificate of Incorporation

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EX-3.1

Exhibit 3.1

CERTIFICATE OFAMENDMENT TO THE

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

TRESTLE HOLDINGS, INC.

Trestle Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

I.           Pursuant to the Unanimous Written Consent of the Board of Directors of the Corporation dated June 25, 2007, resolutions were duly adopted setting forth a proposed amendment of the Third Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable to the Corporation and its stockholders.  The resolution setting forth the proposed amendment is as follows:

RESOLVED FURTHER, that the first sentence of Article IV of the Corporation’s Third Amended and Restated Certificate of Incorporation is amended in its entirety to read as follows:

“COMMON STOCK.  The corporation shall have authority to issue One Billion, Five Hundred Million (1,500,000,000) shares of common stock with par value of one tenth of one cent ($.001) (the “Common Stock”).”

II.           That thereafter, a majority of the outstanding stock entitled to vote thereon, acting by written consent in accordance with Section 228 of the General Corporation Law of the State of Delaware, approved the amendment.

III.           That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Eric Stoppenhagen, its Interim President & Secretary, this 17^th day of August, 2007.

By:	/s/ ERIC STOPPENHAGEN
	Name: Eric Stoppenhagen
	Title: Interim President & Secretary