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):
 
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
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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.
 
 

 
 
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EXHIBIT INDEX

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

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

 
 
 
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