-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q+0FOLUC88orX6XpX61NWUuUC2FX/jkkkguNSjC9L+hlyfWojZG0a7W/vyow1xV1 9GKhGbRR69XJKW/yl6v29A== 0001144204-09-031178.txt : 20090605 0001144204-09-031178.hdr.sgml : 20090605 20090605133123 ACCESSION NUMBER: 0001144204-09-031178 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090601 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090605 DATE AS OF CHANGE: 20090605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRESTLE HOLDINGS, INC. CENTRAL INDEX KEY: 0000904350 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 954217605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-23000 FILM NUMBER: 09876438 BUSINESS ADDRESS: STREET 1: 1328 W. BALBOA BLVD. STREET 2: SUITE C CITY: NEWPORT BEACH STATE: CA ZIP: 92661 BUSINESS PHONE: 949-903-0468 MAIL ADDRESS: STREET 1: PO BOX 4198 CITY: NEWPORT BEACH STATE: CA ZIP: 92661-4198 FORMER COMPANY: FORMER CONFORMED NAME: TRESTLE HOLDINGS INC DATE OF NAME CHANGE: 20031003 FORMER COMPANY: FORMER CONFORMED NAME: SUNLAND ENTERTAINMENT CO INC DATE OF NAME CHANGE: 20010706 FORMER COMPANY: FORMER CONFORMED NAME: HARVEY ENTERTAINMENT CO DATE OF NAME CHANGE: 19940616 8-K/A 1 v151658_8ka.htm Unassociated Document


 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): June 1, 2009
 

 
TRESTLE HOLDINGS, INC.
(Exact name of registrant as specified in Charter)

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

P.O. Box 4198, Newport Beach, California 92661
(Address of principal executive offices)

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 (see General Instruction A.2. below):
 
r
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
r
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
r
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
r
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 
 

 
This current report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  This current report includes statements regarding our plans, goals, strategies, intent, beliefs or current expectations.  These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished. These forward looking statements can be identified by the use of terms and phrases such as “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.). Items contemplating or making assumptions about, actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.
 
Although forward-looking statements in this report reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements.  Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this current report.  We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation.  Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the SEC which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.
 
In this Form 8-K, unless the context otherwise requires:

           (a)           all references to “Trestle” refers (i) prior to the consummation of the transactions contemplated by the Share Exchange Agreement referred to below, to Trestle Holdings, Inc. (“Trestle”), a inactive development stage Delaware corporation, and (ii) on and after consummation of the transactions contemplated by the Share Exchange Agreement, to Trestle (to be renamed “MoqiZone Holding Corporation”).

(b) all references to the “MoqiZone Group” refers collectively to MobiZone Holdings Limited, a Hong Kong corporation (“MobiZone Hong Kong”), MoqiZone Holdings Limited, a Cayman Island corporation (“MoqiZone Cayman”) and MoqiZone (Shanghai) Information Technology Company Limited (“Shanghai MoqiZone”), a corporation organized under the laws of the People’s Republic of China (“China” or the “PRC”), a wholly foreign owned enterprise or “WFOE,” and a wholly-owned subsidiary of MobiZone Hong Kong.

(c)           all references to ‘we,’’ ‘‘us,’’ ‘‘our’’ and “the Company” refers collectively to Trestle and its direct and indirect subsidiaries including MobiZone Hong Kong, MoqiZone Cayman and Shanghai MoqiZone as at the date of this Interim Report on Form 8-K, and following the closing of the transactions contemplated by the Exchange Agreement.
 
Item 9.01                      Financial Statements and Exhibits.

We are filing this amendment to the Current Report on Form 8-K that we filed with the Securities and Exchange Commission on June 3, 2009, to disclose the Unaudited Pro Forma Financial Information of MoqiZone Cayman and Trestle for the period ended March 31, 2009, respectively.
 
 

 
 
2

 
 
EXHIBIT INDEX

99.1
The Unaudited Pro Forma Financial Information of MoqiZone and Trestle for the period ended March 31, 2009, respectively.
 
 

 
 
3

 

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.
(Registrant)
 
     
     
       
Date:  June 5, 2009
By:
/s/ Lawrence Cheung   
    Name: Lawrence Cheung  
    Title:   Chief Executive Officer  
       
 

 
 
 
4

 

EX-99.1 2 v151658_ex99-1.htm Unassociated Document
Exhibit 99.1

Pro Forma Combining Financial Statements

The following pro forma combining balance sheet and statement of operations are unaudited and have been derived from the balance sheet and income statement of Trestle Holdings, Inc. at March 31, 2009 and adjusts such information to give the effect to the acquisition of MoqiZone Holdings Limited, a Cayman Island corporation, as if the acquisition had occurred at March 31, 2009.  The pro forma combining balance sheet and statement of operations are presented for informational purposes only and do not purport to be indicative of the financial condition that would have resulted if the acquisition had been consummated at March 31, 2009.

PRO FORMA COMBINING BALANCE SHEET
(Unaudited)
 
                             
   
Mobizone
   
Trestle
                 
   
Holdings Ltd.
   
Holdings, Inc.
   
 
       
 
 
   
March 31,
   
March 31,
                 
   
2009
   
2009
             
Proforma
 
   
(unaudited)
   
(unaudited)
   
Adjustments
       
(unaudited)
 
                             
ASSETS
                           
                             
Current assets:
                           
Cash and cash equivalents
  $ 53,488     $ -     $ 3,686,232    
B
    $ 3,684,720  
                      (55,000 )  
A
         
Prepaid expenses
    15,003       4,000       (4,000 )  
A
      15,003  
                                       
  Total current assets
    68,491       4,000       3,682,232           $ 3,699,723  
                                       
Property and equipment, net
    236,269       -       -    
 
      236,269  
Goodwill
    424,078       -                     424,078  
Loan receivable
    249,331       -       -             249,331  
                                       
Total assets
  $ 978,169     $ 4,000     $ 3,682,232           $ 4,609,401  
                                       
LIABILITIES AND OWNERS' EQUITY (DEFICIENCY)
                               
                                       
Current Liabilities:
                                     
Accounts payable
  $ 49,536     $ 23,000       (23,000 )  
A
    $ 49,536  
Accrued directors' fees
    937,772       -       -             937,772  
Other payables and accruals
    528,143       -       -             528,143  
Due to owner of subsidiary
    249,331                                
Convertible loan payable
    316,496       -       (300,000 )  
F
      16,496  
Due to related parties
    15,530       -       -             15,530  
Note payable
    -       126,000       (43,000 )  
A
      -  
                        (83,000 )  
C
          
                                       
Total Current Liabilities
    2,096,808       149,000       (449,000 )  
 
    $ 1,547,477  
                                       
Total Liabilities
    2,096,808       149,000       (449,000 )  
 
    $ 1,547,477  
                                       
Owners' Equity (Deficiency)
                                     
Capital
    514,027       -       (514,027 )  
E
      -  
Common stock
    -       143,000       36,000    
C
      11,447  
                      (178,296 )  
G
         
                      10,743    
G
         
Series A preferred stock
    -               4    
B
      4  
Series B preferred stock
    -       -       107    
D
      -  
                      (107 )  
G
         
Additional paid in capital
    -       52,382,000       (52,663,000 )  
A
      4,433,888  
                      3,686,228    
B
         
                      300,000    
F
         
                      47,000    
C
         
                      (107 )  
D
         
                      514,027    
E
         
                      167,660    
G
         
Accumulated deficit
  $ (1,635,646 )     (52,670,000 )     52,670,000    
A
    $ (1,635,646 )
Other comprehensive income (loss)
  $ 2,980       -                   $ 2,980  
                                       
Total Owners' Equity (Deficiency)
  $ (1,118,639 )   $ (145,000 )   $ 4,076,232             2,812,593  
                                       
Total Liabilities and Owners' Equity (Deficiency)
  $ 978,169       4,000       3,627,232           $ 4,609,401  


See notes to Pro Forma Combining financial statements
 


PRO FORMA COMBINING STATEMENT OF OPERATIONS (UNAUDITED)
 
 
   
Mobizone
   
Trestle
               
   
Holdings Ltd.
   
Holdings, Inc.
   
 
     
 
 
   
Three Months Ended
   
Three Months Ended
               
   
March 31,
   
March,
               
   
2009
   
2009
           
 Proforma
 
   
(unaudited)
   
(unaudited)
   
   Adjustments
     
   (unaudited)
 
                           
Sales
  $ -     $ -       -         -  
Cost of sales
    -       -                 -  
                                   
Gross profit (loss)
    -       -       -         -  
                                   
Expenses:
                                 
      General and administrative expenses
    405,289       59,000       (59,000 ) A     405,289  
                                   
Total     405,289       59,000       (59,000 )       405,289  
                                   
(Loss) from operations
    (405,289 )     (59,000 )     59,000         (405,289 )
                                   
Other income (expense):
                                 
      Interest (expense) and other, net
    176       (2,000 )     2,000   A     176  
      Loss on foreign currency translation
    -       -       -         -  
                                   
                Other income (expense), net
    176       (2,000 )     2,000         176  
                                   
Net loss
  $ (405,113 )   $ (61,000 )   $ 61,000         (405,113 )
                                   
Other comprehensive income
                                 
      Foreign currency translation
    (4,937 )     -       -         (4,937 )
                                   
Total Comprehensive (loss)
  $ (410,050 )   $ (61,000 )   $ 61,000         (410,050 )
                                   
Net (loss) per Share
                                 
      Basic and diluted
      -     $ (0.00 )       -       $ (0.04 )
                                   
Weighted average shares outstanding
                                 
      Basic and diluted
    -       143,257,214       (131,810,420 ) G     11,446,794  

See notes to Pro Forma Combining financial statements


2


Unaudited Notes to Pro Forma Combined Financial Statements

On March 15, 2009, Trestle Holdings, Inc. (the “Company”) entered into a Share Exchange Agreement with MoqiZone Cayman, Cheung Chor Kiu Lawrence, the principal shareholder of MoqiZone Cayman (“Cheung”), and MKM Capital Opportunity Fund Ltd. (“MKM”), our principal stockholder (the “Agreement”).  MoqiZone Cayman is the record and beneficial owner of 100% of the share capital of MobiZone Hong Kong and MobiZone Hong Kong is the record and beneficial owner of 100% of the share capital of Shanghai MoqiZone.  On June 1, 2009, pursuant to the Agreement, and following MoqiZone Hong Kong’s receipt of approximately $4,345,000 in gross proceeds from our private financing, we acquired all of the issued and outstanding capital stock of MoqiZone Cayman in exchange for the issuance to Cheung and the other shareholders of MoqiZone Cayman of 10,743 shares of our sought to be created Series B convertible preferred stock (the “Share Exchange”).  The shares were issued pursuant to a claim of exemption under Section 4(2) of the Securities Act of 1933, as amended, for issuances not involving a public offering.  The private financing shall continue until the earlier to occur of the expiration of the June 16, 2009 offering period or an aggregate of $12,000,000 in gross proceeds is received, unless otherwise extended by the parties to the Financing (the “Final Closing”).
 
Following the reverse stock split described below, such Series B Preferred Stock shall automatically (and without any action on the part of the holders) convert (on the basis of 1,000 shares of common stock for each share of Series B Preferred Stock) into an aggregate of 10,743,000 shares of our common stock, representing approximately 95% of our issued and outstanding shares of common stock, on a fully-diluted basis, as at the time of conversion (but prior to the issuance of any other equity or equity type securities).  The remaining 5% of the then outstanding shares of Trestle common stock are publicly traded and are owned by approximately 83 shareholders of record.

As a result of the transactions described above, we became the record and beneficial owner of 100% of the share capital of MoqiZone Cayman and therefore own 100% of the share capital of MobiZone Hong Kong and Shanghai MoqiZone indirectly.

Promptly following the Final Closing, Trestle will file a Form 14C Information Statement under the Securities Exchange Act of 1934, as amended, and upon the effectiveness of such Information Statement (the expiration of the requisite 20 day period following mailing of such Information Statement to the Trestle shareholders), Trestle will amend and restate its certificate of incorporation to, among other things:

·  
authorize for issuance 10,000,000 shares of Trestle preferred stock (including the Series B Preferred Stock), containing such rights, preferences and designations as the board of directors of Trestle may, from time to time designate;
·  
effect a one-for-254.5 reverse stock split to reduce the 179,115,573 outstanding shares of Trestle common stock to 703,794 shares of Trestle common stock; and
·  
change the corporate name of Trestle to MoqiZone Holding Corporation.

Additionally, as a condition of the Share Exchange Agreement, Eric Stoppenhagen resigned as our Interim President, effective immediately. Additionally, each of our directors tendered their resignation as one of our directors, to be effective on the tenth day after mailing of a Schedule 14f-1 statement to our stockholders.  Our Board of Directors appointed Cheung Chor Kiu Lawrence (Lawrence Cheung) to serve as our Chief Executive Officer and Chairman of the Board.  Benjamin Chan was nominated to serve as our other director with such appointment to be effective on the tenth day after mailing the Schedule 14f-1.

The transaction was regarded as a reverse merger whereby MoqiZone Cayman was considered to be the accounting acquirer as it retained control of Trestle after the exchange.

All balances of Trestle were eliminated as the net assets acquired by and liabilities assumed by MoqiZone Cayman in the reverse merger were $0 after the Company satisfied the remaining portion of a note payable with a cash payment of approximately $55,000.


3

MoqiZone Cayman was incorporated on August 29, 2007.  MoqiZone Cayman owns 100% of the share capital of MobiZone Hong Kong and Shanghai MoqiZone indirectly.  The consolidated financial statements reflect all predecessor statements of income and cash flow activities from inception in August 2007. Moqizone Cayman (and its historical financial statements) is the continuing entity for financial reporting purposes.

The preceding unaudited pro forma combined balance sheet represents the combined financial position of Moqizone Cayman as of March 31, 2009, as if the reverse merger acquisition occurred on March 31, 2009.  The unaudited combined income statements give effect to the reverse acquisition of Moqizone Cayman by Trestle assuming that the reverse acquisition took place on April 1, 2009.

The unaudited pro forma combined financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if the reverse acquisition of Moqizone Cayman had been consummated as of the beginning of the period indicated, nor is necessarily indicative of the resulted of future operations.

Assumptions and Adjustments:

A)  
 Per the terms of the Share Exchange between Trestle and Moqizone Cayman, Trestle was delivered with zero assets and zero liabilities at time of closing after the Company satisfied the remaining portion of the MKM Note with the cash payment of approximately $55,000; Trestle's pre acquisition accumulated defecit was eliminated against additional paid in capital;
 
B)  
Trestle issued approximately 405 Units of convertible debt securities to investors for net proceeds of approximately $3,686,232 that convert into 4,045 shares of Series A preferred stock, following the reverse split;

C)  
MKM agreed to forgive approximately $83,000 of the MKM Note in exchange for approximately 35,858,000 shares of Trestle common stock, which issuance occurred immediately prior to the Share Exchange;
 
D)  
At closing and pursuant to the Share Exchange Agreement, we acquired all of the issued and outstanding capital stock of MoqiZone Cayman in exchange for the issuance to Cheung and the other shareholders of MoqiZone Cayman of 10,743 shares of our sought to be created Series B convertible preferred stock; 

E)  
At closing, MoqiZone Cayman’s capital will be reclassified to additional paid-in-capital to reflect the additional shares of Series B preferred stock issued as part of the Share Exchange;

F)  
At closing, $300,000 that MoqiZone Cayman received in October 2008 from 2 accredited investors was automatically converted into approximately 30 Units of convertible debt securities, which were issued to such investors in the June 1, 2009 financing, that converts into 300 shares of Series A preferred stock following the reverse stock split; and,

G)  
After the Information Statement on Schedule 14C is effective and pursuant to the Share Exchange Agreement, the Company will effect a one for 254.5 reverse stock split to reduce the 179,115,573 outstanding common shares to 703,794 shares of Trestle Common stock.  Following the reverse stock split, the Series B Preferred Stock shall automatically convert into an aggregate of 10,743,000 shares of our common stock, representing approximately 95% of our issued and outstanding shares of common stock, on a fully-diluted basis, as at the time of conversion (but prior to the issuance of any other equity or equity type securities).
 
4


 
Total shares issued and outstanding at following conversion of MKM debt
    179,115,573  
Effect of one-for 254.5 reverse split
    703,794  
Conversion of Series B Preferred Stock into common stock
    10,743,000  
Total shares outstanding
    11,446,794  




 
5

-----END PRIVACY-ENHANCED MESSAGE-----