We will not receive any proceeds upon the conversion of the preferred shares into shares of our common stock.

Securities Authorized for Issuance Under Equity Compensation Plans

We did not have any equity compensation plans as of June 16 , 2010. Our Board of Directors may adopt an equity compensation plan in the future.

ITEM 5. DETERMINATION OF OFFERING PRICE

Not applicable.

ITEM 6. DILUTION

Not applicable.

ITEM 7. SELLING STOCKHOLDERS

We are registering for resale shares of our Common Stock that are issued and outstanding, and shares of Common Stock underlying our Preferred Stock and Warrants held by the Selling Stockholders identified below. We are registering the shares to permit the Selling Stockholders and their pledgees, donees, transferees and other successors-in-interest that receive their shares from a Selling Stockholder as a gift, partnership distribution or other non-sale related transfer after the date of this prospectus to resell the shares when and as they deem appropriate in the manner described in the “Plan of Distribution”. As of the date of this prospectus there are 13,667,764 shares of common stock issued and outstanding.

The following table sets forth:

l	the name of the Selling Stockholders,

l	the number of shares of our Common Stock that the Selling Stockholders beneficially owned prior to the offering for resale of the shares under this prospectus,

l	the maximum number of shares of our Common Stock that may be offered for resale for the account of the Selling Stockholders under this prospectus, and

l	the number and percentage of shares of our Common Stock to be beneficially owned by the Selling Stockholders after the offering of the shares (assuming all of the offered shares are sold by the Selling Stockholders).

Except for MKM, none of the Selling Stockholders has been an officer or director of the Company or any of its predecessors or affiliates within the last three years, nor has any Selling Stockholder had a material relationship with the Company.

Except for TriPoint Global Equities, LLC (“TriPoint Global”), none of the Selling Stockholders is a broker dealer or an affiliate of a broker dealer. None of the Selling Stockholders including TriPoint Global has any agreement or understanding to distribute any of the shares being registered.

John Finley, Brian Corbman, Jason Stein, and Michael Graichen, are employees of TriPoint Global.

We entered into a placement agency agreement (the "Placement Agent Agreement") with TriPoint Global on July 7, 2008 whereby TriPoint Global and its selected dealers received a (i) a cash fee in the amount of approximately $420,000, equal to 8% of the gross proceeds of the Financing; (ii) a management fee in the amount of approximately of $52,000, equal to 1.0% of the gross proceeds of the Financing; and (iii) warrants to purchase up to 582,779 shares of Common Stock, equal to 10% of the aggregate number of units sold in the June 1 Financing and August 11 Financing.

Each Selling Stockholder may offer for sale all or part of the shares from time to time. The table below assumes that the Selling Stockholders will sell all of the shares offered for sale. A Selling Stockholder is under no obligation, however, to sell any shares pursuant to this prospectus.

As of June 16 , 2010, there are 13,695,724 shares of our common stock outstanding, assuming that all of the shares of common stock underlying the preferred shares and all of the Warrants have been converted and exercised, respectively for the purposes of computing the percentage of outstanding securities owned by the Selling Shareholders. Unless otherwise indicated, the Selling Shareholders have the sole power to direct the voting and investment over the shares owned by them. We will not receive any proceeds from the resale of the common stock by the Selling Shareholders.

Unless otherwise indicated, all of the Selling Shareholders received their shares pursuant to the June 1, 2009, August 11, 2009 and March 29, 2010 Financings, which are described above in Recent Developments, The Financing.

Name of Selling Stockholder	Shares of Common Stock Beneficially Owned Prior to Offering (1)		Maximum Number of Shares of Common Stock to be Sold (2)		Number of Shares of Common Stock Owned After Offering (3)		Percentage Ownership After Offering (4)
Holders of Common Stock Underlying Series A Convertible Preferred Stock and Series A and Series B Warrants
Dynacap Global Capital Fund II LP (5)		27,779		27,779		-0-		-0-
Zhi'an Huang		10,000		10,000		-0-		-0-
Huixia Song		19,015		19,015		-0-		-0-
Yu Peng		16,000		16,000		-0-		-0-
Henghui Huang		10,000		10,000		-0-		-0-
Shufen Yan		14,000		14,000		-0-		-0-
So Chan		10,000		10,000		-0-		-0-
Xiao'e Zheng		10,000		10,000		-0-		-0-
Qifan Chen		10,000		10,000		-0-		-0-
Fangming Li		20,000		20,000		-0-		-0-
Yunhua Zheng		10,000		10,000		-0-		-0-
Hongjuan Wen		31,500		31,500		-0-		-0-
Xiaohong Du		44,002		44,002		-0-		-0-
Chunrong Wang		13,943		13,943		-0-		-0-
Shuguang Wang		10,000		10,000		-0-		-0-
Ziyu Lin		30,000		30,000		-0-		-0-
Fan Wu		13,400		13,400		-0-		-0-
Shengquan Jiao		10,000		10,000		-0-		-0-
Weili Wang		10,000		10,000		-0-		-0-
Aiping Kong		10,000		10,000		-0-		-0-
Ling Xu		9,462		9,462		-0-		-0-
Jingping Zhao		20,000		20,000		-0-		-0-
Hongmei Diao		15,000		15,000		-0-		-0-
Hongyu Deng		10,000		10,000		-0-		-0-
Xiangli Peng		10,000		10,000		-0-		-0-
Jihong Xu		25,000		25,000		-0-		-0-
Liqing Tan		137,549		137,549		-0-		-0-
Ming Xu		10,000		10,000		-0-		-0-
Haifeng Wu		10,000		10,000		-0-		-0-
Yumei Meng		12,457		12,457		-0-		-0-
Meiyu Huang		25,000		25,000		-0-		-0-
Yongye Jie		5,783		5,783		-0-		-0-
Zhiqiang Chen		10,000		10,000		-0-		-0-
Xuming Xie		50,000		50,000		-0-		-0-
Youliang Wang		40,000		40,000		-0-		-0-
Zhenqiu He		32,290		32,290		-0-		-0-
Xiping Gu		22,021		22,021		-0-		-0-
Ruifang Jin		35,071		35,071		-0-		-0-
Jun Lin		10,000		10,000		-0-		-0-

Rong Jin	20,000	20,000	-0-	-0-
Xiaoling Qin	17,142	17,142	-0-	-0-
Ping Chen	11,940	11,940	-0-	-0-
Qianxian Deng	390,218	390,218	-0-	-0-
Rong Wang	10,000	10,000	-0-	-0-
Yanhong Zhai	20,000	20,000	-0-	-0-
Xiaoqin Li	10,000	10,000	-0-	-0-
Jianmin Xu	239,387	239,387	-0-	-0-
Junyi Liu	50,000	50,000	-0-	-0-
Baoqing Song	20,000	20,000	-0-	-0-
Kam Fong Tang	10,000	10,000	-0-	-0-
Wai Shan Tong	20,000	20,000	-0-	-0-
Feng Li	15,000	15,000	-0-	-0-
Beihan Liang	57,143	57,143	-0-	-0-
Qianxia Liang	90,000	90,000	-0-	-0-
Yunlong Li	10,000	10,000	-0-	-0-
Haihong Huang	2,050	2,050	-0-	-0-
Yaling Wu	10,514	10,514	-0-	-0-
Hongwen Li	10,000	10,000	-0-	-0-
Shaoling Zheng	49,000	49,000	-0-	-0-
Liying Fan	4,000	4,000	-0-	-0-
Xiaoyan Ming	21,714	21,714	-0-	-0-
Ming Qiu	20,000	20,000	-0-	-0-
Hejian Chen	15,600	15,600	-0-	-0-
Yue'e Liao	10,000	10,000	-0-	-0-
Jianbo Wang	36,300	36,300	-0-	-0-
Gan Gene Tang	81,579	81,579	-0-	-0-
Allglad Limited Co. (6)	2,179,143	2,179,143	-0-	-0-
Tangiers Investors LP (7)	55,556	55,556	-0-	-0-
Silver Rock II, Ltd.(8)	166,667	166,667	-0-	-0-
MKM Opportunity Master Fund, Ltd. (9)	1,272,286	555,556	716,530	5.16	%
Ancora Greater China Fund (10)	277,779	277,779	-0-	-0-
Periscope Partners LP(11)	55,556	55,556	-0-	-0-
USX China Fund (12)	77,779	77,779	-0-	-0-
Steve Vago (13)	55,556	55,556	0	-0-
Placement Agent Warrants
TriPoint Global Equities, LLC (14)	275,171	168,368	106,803	0.78	%
John Finley (15)	10,893	7,612	3,281	0.02	%
Brian Corbman (16)	216,677	152,877	63,800	0.46	%
Jason Stein (17)	232	232	-0-	-0-
Michael Graichen (18)	264	264	-0-	-0-
Brett Sherman (19)	93	93	-0-	-0-
Shi Hui Ling	168,889	168,889	-0-	-0-
Lifeng Zhang	84,445	84,445	-0-	-0-

(1)

Unless otherwise noted, the Selling Stockholder became one of our shareholders pursuant to one of the closings of the Note Financings we completed on June 1, 2009 or August 11, 2009. Accordingly, prior to the Offering, the Selling Stockholder only owned shares of common stock underlying the Notes and Warrants received in the Financing (the “Securities”); however, based upon the terms of the both the preferred stock underlying the Notes and the Warrants, holders may not convert the preferred stock and/or exercise the warrants, if on any date, such holder would be deemed the beneficial owner of more than 4.99% or 9.9%, depending upon their agreement, of the then outstanding shares of our common stock; however, a holder may elect to waive the cap upon 61 days notice to us, except that during the 61 day period prior to the expiration date of their warrants, they can waive the cap at any time, but a waiver during such period will not be effective until the expiration date of the warrant. Therefore, unless otherwise noted, this number represents the number of Securities the Selling Stockholder received in the Financing that he/she can own based upon the ownership cap, assuming the ownership cap is not waived. Additionally, the shares of preferred stock are subject to weighted average and other anti-dilution adjustments; See “Prospectus Summary – Recent Developments - Financing” and “Description of Securities.

(2)

This number represents all of the Securities that the Selling Stockholder received in the June 1, 2009, August 11, 2009 Financings, which we agreed to register in this Registration Statement pursuant to the Registration Rights Agreement we entered into in connection with the Financing.

(3)

Since we do not have the ability to control how many, if any, of their shares each of the selling shareholders listed above will sell, we have assumed that the selling shareholders will sell all of the shares offered herein for purposes of determining how many shares they will own after the Offering and their percentage of ownership following the offering.

(4)

All Percentages have been rounded up to the nearest one hundredth of one percent.

(5)

Consists of 13,889 shares of common stock underlying 25 Series A Preferred Stock, 6,945 shares of common stock underlying 6,945 Series A and 6,945 share of common stock underlying 6,945 Series B Warrants. Mr. Charles Smith, [Director has sole voting and dispositive power over the shares held by Dynacap Global Capital Fund II LP. Mr. Smith may be deemed to beneficially own the shares of Common Stock held by Dynacap Global Capital Fund II LP. Mr. Smith disclaims beneficial ownership of such shares. The address for Dynacap Global Capital Fund II LP is 1541 E Interstate 30 #140, Rockwall Texas 75087.

(6)

Consists of 68,031 shares of common stock converted from Series A Preferred Stock, 1,005,556 shares of common stock underlying 1,005,556 Series A and 1,005,556 share of common stock underlying 1,005,556 Series B Warrants. Yin Yin Shao, the Director of Allgald, is the only shareholder of Allglad and has sole voting power.

(7)

Consists of 27,778 shares of common stock underlying 50 Series A Preferred Stock, 13,889 shares of common stock underlying 13,889 Series A and 13,889 share of common stock underlying 13,889 Series B Warrants. Messrs. Michael Sobeck, Justin Ederle, Eduard M. Liceaga and Robert A. Paplri share voting and dispositive power over the shares held by Tangiers Investors, LP. Messrs. Michael Sobeck, Justin Ederle, Eduard M. Liceaga and Robert A. Paplri may be deemed to beneficially own the shares of Common Stock held by Tangiers Investors, LP. Messrs. Michael Sobeck, Justin Ederle, Eduard M. Liceaga and Robert A. Paplri disclaim beneficial ownership of such shares. Mr. Justin Ederle is Managing Member of Tangiers Capital and General Partner of Tangiers Investors. The address for Tangiers Investors, LP is 402 W. Broadway Ste 400, San Diego, CA 42101.

(8)

Consists of 83,333 shares of common stock underlying 150 Series A Preferred Stock, 41,667 shares of common stock underlying 41,667 Series A and 41,667 share of common stock underlying 41,667 Series B Warrants. Ezzat Jallad, Director has voting and dispositive power over the shares held by Silver Rock II, Ltd. Mr. Jallad may be deemed to beneficially own the shares of Common Stock held by Silver Rock II, Ltd. Mr. Jallad disclaims beneficial ownership of such shares. The address for Silver Rock II, Ltd. is Villa D103 Palm Jumeriah Island, Dubai UAE.

(9)

Consists of 494,530 shares of Common Stock MKM held in Trestle prior the Share Exchange, assuming the Reverse Split is effected, 277,778 shares of common stock underlying 500 Series A Preferred Stock, 138,889 shares of common stock underlying 138,889 Series A, 138,889 share of common stock underlying 138,889 Series B Warrants, 111,100 shares of common stock underlying 111,100 Series C Preferred Stock, 55,550 shares of common stock underlying the Series C Warrants and 55,550 shares of common stock underlying the Series D Warrants. The persons having voting, dispositive or investment powers over MKM Opportunity Master Fund, Ltd. is David Skirloff.

(10)

Consists of 138,889 shares of common stock underlying 250 Series A Preferred Stock, 69,445 shares of common stock underlying 69,445 Series A and 69,445 share of common stock underlying 69,445 Series B Warrants. John P. Micklitsch, the managing partner has voting and dispositive power over the shares held by Ancora Greater China Fund, LP. Mr. Micklitsch may be deemed to beneficially own the shares of Common Stock held by Ancora Greater China Fund, LP . Mr. Micklitsch disclaims beneficial ownership of such shares. The address for Ancora Greater China Fund, LP is 2000 Auburn Dr. Suite 300, Cleveland, OH 44122.

(11)

Consists of 27,778 shares of common stock converted from Series A Preferred Stock , 13,889 shares of common stock underlying 13,889 Series A and 13,889 share of common stock underlying 13,889 Series B Warrants. The persons having voting, dispositive or investment powers over Periscope Partners, LP is Leon Frenkel, Authorized Agents

(12)

Consists of 38,889 shares of common stock underlying 70 Series A Preferred Stock, 19,445 shares of common stock underlying 19,445 Series A and 19,445 share of common stock underlying 19,445 Series B Warrants. Mr. Stephen L. Parr, President has voting and dispositive power over the shares held by The USX China Fund. Mr. Parr may be deemed to beneficially own the shares of Common Stock held by The USX China Fund. Mr. Parr disclaims beneficial ownership of such shares. The address for The USX China Fund is 5100 Poplar Ave. Ste 3117, Memphis, TN 38137.

(13)

(14)

Consists of 275,171shares of Common stock underlying Placement Agent Warrants to purchase up to 275,171shares of our Common Stock,. Mark Elenowitz, CEO has voting and dispositive power over the shares held by TriPoint Global Equities, LLC. Mr. Elenowitz may be deemed to beneficially own the shares of Common Stock held by TriPoint Global Equities, LLC. Mr. Elenowitz disclaims beneficial ownership of such shares. The address for TriPoint Global Equities, LLC. is 17 State Street, 20 th Floor, New York, NY 10004.

(15)

Mr. Finley is an employee of TriPoint Global Equities, LLC, which was placement agent to the Company in the Financing.

(16)

Mr. Corbman is an employee of TriPoint Global Equities, LLC, which was placement agent to the Company in the Financing.

(17)

Mr. Stein is an employee of TriPoint Global Equities, LLC, which was placement agent to the Company in the Financing.

(18)

Mr. Graichen is an employee of TriPoint Global Equities, LLC, which was placement agent to the Company in the Financing.

(19)

Mr. Sherman is a former an employee of TriPoint Global Equities, LLC, which was placement agent to the Company in the Financing.

ITEM 8. PLAN OF DISTRIBUTION

We are registering the shares of common stock on behalf of the Selling Shareholders. The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when disposing of shares:

	a.	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	b.	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	c.	purchases by a broker-dealer as principal and resales by the broker-dealer for its account;
	d.	an exchange distribution in accordance with the rules of the applicable exchange;
	e.	privately negotiated transactions;
	f.	to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commission;
	g.	broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;
	h.	a combination of any of these methods of sale; and
	i.	any other method permitted pursuant to applicable law.

The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended if available, rather than under this prospectus. The selling security holders have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time.

The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.

Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law.

If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales.

The selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part.

The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares.

If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus.

We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur.

We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Effective August 13, 2009, we dismissed our principal accountant and the client-auditor relationship between us and Goldman Parks Kurland Mohidin (“GPKM”) ceased. On that same day, we engaged Paritz & Company, PA (‘Paritz”) as our principal independent accountant. We do not have an audit committee, but our Board approved changing our auditors. GPKM served as our independent public accountant from 2006 to the date of their dismissal. The GPKM’s audit reports for our past two fiscal years did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles.

During the two fiscal years ended December 31, 2008 and 2007 and in the subsequent interim periods through the date of dismissal – August 13, 2009, there were no disagreements with GPKM on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of GPKM would have caused GPKM to make reference to the matter in their report.

Paritz reviewed the financial balance sheet of Trestle Holdings, Inc. as of June 30, 2009 and the related statements of operations and comprehensive income, stockholders’ equity, and cash flows for the six months ended June 30, 2009. Other than the aforementioned review and report, during our two fiscal years and the subsequent interim periods prior to engaging Paritz on August 13, 2009, we have not previously consulted with Paritz regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or (ii) the type of audit opinion that might be rendered on our financial statements; or (iii) any matter that was either the subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of Item 304 of Regulation S-K and the related instructions to that item) between us and GPKM, as there were no such disagreements, or another reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K) during our two most recent fiscal years and any later interim period; we also have not received any written report or any oral advice concluding that there was an important factor to be considered by us in reaching a decision as to an accounting, auditing, or financial reporting issue.

In connection with Paritz audit, we requested that they review the disclosure contained above and provided them with an opportunity to furnish us with a letter addressed to the Commission containing any new information, clarification of our views expressed above or the respects in which they do not agree with our statements above. Paritz informed us that no such letter is necessary.

We provided GPKM with a copy of the disclosures in this Report and requested that GPKM furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not GPKM agrees with the statements in this Item 4. A copy of the letter dated August 13, 2009 furnished by GPKM in response to that request was filed as Exhibit 16 to the 8-K which was filed on August 13, 2009.

ITEM 9. DESCRIPTION OF CAPITAL STOCK

Our current authorized capital now consists of 40,000,000 shares of common stock, 14,104,835 shares of Blank Check preferred stock, whose terms shall be determined by the board of directors at the time of issuance, 15,000 shares of Series A preferred stock, 10,743 shares Series B preferred stock and 869,422 shares Series C preferred stock. As of May 20, 2010, there were 13,667,764 shares of our common stock outstanding.

Common Stock

We are authorized to issue up to 40,000,000 shares of Common Stock, par value US$.001 per share, of which 13,667,764 are currently issued and outstanding.

Each outstanding share of Common Stock entitles the holder thereof to one vote per share on matters submitted to a vote of shareholders. Stockholders do not have preemptive rights to purchase shares in any future issuance of our Common Stock.

The holders of shares of our Common Stock are entitled to dividends out of funds legally available when and as declared by our board of directors. Our board of directors has never declared a dividend. Should we decide in the future to pay dividends, it will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including the company’s financial condition and the results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the Board of Directors considers relevant. Each share shall be entitled to the same dividend. In the event of our liquidation, dissolution or winding up, holders of our Common Stock are entitled to receive, ratably, the net assets available to stockholders after payment of all creditors.

All of the issued and outstanding shares of our Common Stock are duly authorized, validly issued, fully paid and non-assessable. To the extent that additional shares of our Common Stock are issued, the relative interests of existing stockholders will be diluted.

Blank Check Preferred Stock

Effective August 27, 2009, we amended our articles of incorporation to increase our authorized capital stock to include up to 14,974,257 shares of Blank Check preferred stock, to which our board of directors will have the power to issue in one or more series without stockholder approval. Our board of directors, and a majority of our shareholders, approved the amendment to our articles of incorporation via written consent. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from acquiring, a majority of our outstanding voting stock.

Series A Preferred Stock

Effective September 27, 2009, 15,000 of the 15,000,000 shares of preferred stock was designated as Series A Preferred Stock. The material terms of the Series A Preferred Stock are set forth below:

	(a)	represented by that number of shares of Series A Preferred Stock equal to (i) the then aggregate principal amount of the Notes cancelled and exchanged, divided by (ii) the $1,000 per share Stated Value of the Series A Preferred Stock
	(b)	pays an annual dividend of 8%, payable annually, at Trestle’s option, in cash or in shares of common stock;
	(c)	has a par value of $0.001 per share;
	(d)	has a stated or liquidation value of $1,000 per share (the “Stated Value”);
	(e)	has a preference over the Trestle common stock on liquidation or sale of Trestle equal to the aggregate number of shares of Series A Preferred Stock issued multiplied by the Stated Value per share;
	(f)	convertible at any time after issuance, at the option of the holder, into shares of Trestle common stock, at a conversion price of $1.80 per share (the “Conversion Price”). Accordingly, each outstanding share of Series A Preferred Stock shall be convertible into 555 and 55/100 shares of common stock, determined by dividing the Stated Value per share of each share of Series A Preferred Stock by $1.80; and
	(g)	votes together with the Trestle common stock on an “as converted basis.”

The Conversion Price and the number of shares of common stock issuable upon conversion of the Series A Preferred Stock the (“ Series A Conversion Shares ”) are subject to customary adjustments, including weighted average anti-dilution protection.

A copy of the Certificate of Designation of the Relative Rights and Preferences of the Series A Preferred Stock is incorporated herein by reference and is filed as Exhibit 10.3, respectively, to this Registration Statement. The description of the Series A Preferred Stock set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibit filed herewith and incorporated herein by reference.

Series B Preferred Stock

The Series B Preferred Stock issued to the shareholders of MoqiZone Cayman under the Share Exchange Agreement:

	(a)	has a liquidation value of $1,000 per share,
	(b)	pays no dividend;
	(c)	votes, together with the Trestle common stock, on an “as converted basis”, and
	(d)	immediately following consummation of the Reverse Stock Split, the Series B Preferred shares automatically (and without any action on the part of the holders) converted (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 Moqizone common stock (the “Series B Conversion Shares”), representing approximately 95% of the total number of issued and outstanding shares of Moqizone common stock, on a fully-diluted basis, as at the time of conversion.

A copy of the Certificate of Designation of the Relative Rights and Preferences of the Series B Preferred Stock is incorporated herein by reference and is filed as Exhibit 10.4, respectively, to this Registration Statement. The description of the Series B Preferred Stock set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibit filed herewith and incorporated herein by reference.

Series C Preferred Stock

Pursuant to the March 29, 2010 financing, 869,422 of the 15,000,000 shares of preferred stock were designated as Series C Preferred Stock. The material terms of the Series C Preferred Stock are set forth below:

	(a)	pays an annual dividend of 8%, payable quarterly, at Trestle’s option, in cash or in shares of common stock;
	(b)	has a par value of $0.001 per share;
	(c)	has a preference over the Trestle common stock or any other Junior Stock on liquidation and the liquidation value is $2.25 per share;
	(d)	convertible at any time after issuance, at the option of the holder, into shares of Trestle common stock, at a conversion price of $2.25 per share (the “Conversion Price”). Each Series C preferred share will convert into 1 common share
	(e)	votes together with the Trestle common stock on an “as converted basis.”

A copy of the Certificate of Designation of the Relative Rights and Preferences of the Series C Preferred Stock is incorporated herein by reference and is filed as Exhibit 10.5, respectively, to this Registration Statement. The description of the Series C Preferred Stock set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibit filed herewith and incorporated herein by reference.

The Class A Warrants

The Class A Warrants included in each Unit:

	(a)	shall entitle the holder to purchase that number of shares of Trestle common stock (“Class A Warrant Shares”) as shall be equal to (i) 50% of the principal amount of Notes purchased by each investor, divided by (ii) the Class A Warrant Exercise Price (as defined below);
	(b)	shall be exercisable at any time after consummation of the transactions contemplated by the Trestle Share Exchange Agreements and shall expire on June 30, 2012;
	(c)	shall contain an exercise price which shall be equal to $2.50 per share of Trestle common stock (the “Class A Warrant Exercise Price”);
	(d)	may be exercised only for cash;
	(e)	shall provide that the Class A Warrant Exercise Price and the Class A Warrant Shares shall be subject to customary adjustment provisions, including weighted average anti-dilution protection;
	(f)	shall provide that at any time after (i) the Company shall have deployed its MoqiZone Network in not less than 700 Internet cafés in the PRC, Trestle shall have the right, upon thirty (30) days prior notice to holders of the Class A Warrants to redeem all and not less than all of the Class A Warrants for $0.01 per Class A Warrant Share.

A copy of the Warrant is incorporated herein by reference and is filed as Exhibit 10.6, respectively, to this Registration Statement. The description of the Class A Warrants set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibit filed herewith and incorporated herein by reference.

The Class B Warrants

The Class B Warrants included in each Unit:

	(a)	shall entitle the holder to purchase that number of shares of Trestle common stock (“Class B Warrant Shares”) as shall be equal to (i) 50% of the principal amount of Notes purchased by each investor, divided by (ii) the Class B Warrant Exercise Price (as defined below);
	(b)	shall be exercisable at any time after consummation of the transactions contemplated by the Trestle Share Exchange Agreements and shall expire on June 30, 2012;
	(c)	shall contain an exercise price which shall be equal to $3.00 per share of Trestle common stock (the “Class B Warrant Exercise Price”);
	(d)	may be exercised only for cash;
	(e)	shall provide that the Class B Warrant Exercise Price and the Class B Warrant Shares shall be subject to customary adjustment provisions, including weighted average anti-dilution protection; and
	(f)	shall not be callable or redeemable.

A copy of the Warrant is incorporated herein by reference and is filed as Exhibit 10.7, respectively, to this Registration Statement. The description of the Class B Warrants set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibit filed herewith and incorporated herein by reference.

The Class C Warrants

The Class C Warrants included in each Unit:

	(a)	shall entitle the holder to purchase that number of shares of Trestle common stock (“Class C Warrant Shares”) as shall be equal to fifty percent (50%) of the number of the Units purchased in the offering.
	(b)	shall be exercisable at any time after consummation of the March 29, 2010 financing and shall expire on March 28, 2013;
	(c)	shall contain an exercise price which shall be equal to $2.50 per share of Trestle common stock (the “Class C Warrant Exercise Price”);
	(d)	may be exercised only for cash;
	(e)	shall provide that the Class C Warrant Exercise Price and the Class C Warrant Shares shall be subject to customary adjustment provisions, including weighted average anti-dilution protection;

A copy of the Warrant is incorporated herein by reference and is filed as Exhibit 10.4 in the current report 8-K filed on March 31, 2010. The description of the Class C Warrants set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibit filed herewith and incorporated herein by reference.

The Class D Warrants

The Class D Warrants included in each Unit:

	(a)	shall entitle the holder to purchase that number of shares of Trestle common stock (“Class D Warrant Shares”) as shall be equal to fifty percent (50%) of the number of the Units purchased in the offering.
	(b)	shall be exercisable at any time after consummation of the March 29, 2010 financing and shall expire on March 28, 2013;
	(c)	shall contain an exercise price which shall be equal to $3.00 per share of Trestle common stock (the “Class D Warrant Exercise Price”);
	(d)	may be exercised only for cash;
	(e)	shall provide that the Class D Warrant Exercise Price and the Class D Warrant Shares shall be subject to customary adjustment provisions, including weighted average anti-dilution protection;

A copy of the Warrant is incorporated herein by reference and is filed as Exhibit 10.5 to the current report 8-K filed on March 31, 2010. The description of the Class D Warrants set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibit filed herewith and incorporated herein by reference.

Stock Incentive Plan

Prior to the Share Exchange, Trestle maintained an employee stock option plan that provided for the grant of non-statutory or incentive stock options to its employees, officers, directors or consultants. Stock options granted pursuant to the terms of this plan generally cannot be granted with an exercise price of less than 100% of the fair market value on the date of the grant (110% for awards issued to a 10% or more stockholder) and the term of the options granted under the plan cannot be greater than 10 years, or 5 years for a stockholder who owns 10% or more of our equity. An aggregate of 1,855,000 shares were reserved under the plan, of which 1,815,000 shares were available for future grant at December 31, 2008.

Following the issuance of the Series A Preferred Stock, the board of directors of Trestle shall form a compensation committee of the board of directors which shall review Trestle’s stock option plan to determine if any revisions are required that would be better suitable for the company post the Share Exchange. If any revisions are required, the compensation committee shall recommend them to the Board and seek approval from a majority of the members of the board of directors. Once approved by the board of directors, such stock option or stock incentive plan shall thereafter be submitted to the Trestle stockholders for approval.

Dividend Policy

We have never declared or paid dividends on our common stock. We intend to retain earnings, if any, to support the development of our business and therefore do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.

Indemnification of Directors

Article VIII of our Articles of Incorporation provide that no director or officer of the corporation past, present or future, shall be personally liable to the corporation or any of its shareholders for damages for breach of fiduciary duty as a director or officer, except for liability (1) for any breach of the director's duty of loyalty to the corporation or its stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) under Section 174 of the Delaware General Corporation Law; or (4) for any transaction from which the director derived an improper personal benefit.

Our bylaws provide for the indemnification of our directors and officers, as to those liabilities and on those terms and conditions as appropriate.

Registration Rights

In connection with the issuance of the Notes and the Preferred Stock into which they converted and the Warrants, we agreed to file the current registration statement with the Securities and Exchange Commission to register for resale the shares of common stock issuable upon the exercise of the Warrants and conversion of the preferred stock, which was automatically exchanged for the Notes pursuant to the June 1, 2009 and August 11, 2009 Financings. We also agreed to register the shares of common stock underlying the placement agent warrants we issued pursuant to that same financing, as well as additional shares of common stock issued to consultants as compensation for services they provided to us.

ITEM 10. INTERESTS OF NAMED EXPERTS AND COUNSEL

LEGAL MATTERS

The validity of the securities offered hereby has been passed upon for us by Leser, Hunter, Taubman and Taubman, New York, New York.

EXPERTS

The financial statements as of and for the years ended December 31, 2009 and 2008,included in this prospectus and in the registration statement have been audited by Paritz &Company, an independent registered public accounting firm, as stated in their report appearing herein.

Transfer Agent

The transfer agent for our common stock is American Stock Transfer & Trust Company, LLC, 6201 15th Ave, Brooklyn, NY 11219, tel (718) 921-8206. The transfer agent for our preferred stock is Empire Stock Transfer, Inc., 1859 Whitney Mesa Drive, Henderson, NV 89014, tel (712) 818-5898.

ITEM 11. INFORMATION WITH RESPECT OT THE REGISTRANT

MOQIZONE HOLDING CORPORATION
(A Development Stage Company)
Consolidated Balance Sheets

	March 31, 2010			December 31, 2009
	(unaudited)
ASSETS
Current assets:
Cash	$	1,784,456		$	584,300
Prepayments, deposits and other receivables		104,422			80,180
Due from related parties		-			1,071

Total current assets		1,888,878			665,551

Property and equipment, net		852,127			899,247

Total assets	$	2,741,005		$	1,564,798

LIABILITIES
Current liabilities:
Accounts payable	$	87,078		$	58,339
Other payables and accruals		153,567			202,468
Accrued directors’ fee		235,715			228,901
Due to related parties		58			58
Interest payable		-			85,707
Preferred stock dividend payable		23,872			-
Warrant liabilities		6,001,029			25,313,369
Liquidated damages payable		45,800			-
Total current liabilities		6,547,119			25,888,842

Shareholders’ deficit
Common stock, 40,000,000 share authorized, $0.001 par value, 13,667,764 and 13,620,260 issued and outstanding as of March 31, 2010 and December 31, 2009, respectively		13,668			13,620
Series A preferred stock, 15,000 share authorized, $0.001 par value, 1,145 issued and outstanding as of March 31, 2010 and December 31, 2009, respectively		1			1
Series C preferred stock, 1,000,000 share authorized, $0.001 par value, 869,422 and 0 issued and outstanding as of March 31, 2010 and December 31, 2009, respectively		869			0
Beneficial Conversion Feature – Deemed Dividend		1,097,379			0
Warrants		546,298			0
Placement Agent Warrants		115,854			0
Additional paid in capital		532,817			447,355
Deficit accumulated during development stage		(6,143,005	)		(24,784,055	)
Accumulated other comprehensive income/(loss) - foreign exchange adjustment		30,005			(965	)
Total shareholders’ deficit		(3,806,114	)		(24,324,044	)

Total liabilities and shareholders’ deficit	$	2,741,005		$	1,564,798

See notes to financial statements

F-19

MOQIZONE HOLDING CORPORATION
(A Development Stage Company)
Consolidated Statements of Operations and Comprehensive Income (Loss)

	Three months ended March 31,						From inception August 29, 2007 to March 31,
	2010			2009			2010
	(unaudited)			(unaudited)			(unaudited)

Revenue, net		1,585			-			2,957

Costs and expenses
Research & development expenses		(95,698	)		-			(126,145	)
Depreciation and amortization expense		(43,032	)		-			(96,934	)
Selling, general and administrative expenses		(459,957	)		(405,289	)		(5,008,095	)
Loss from operations		(597,102	)		(405,289	)		(5,228,217	)

Other (expenses)/income
Interest expenses, net of interest income		124			176			(99,711	)
Gain/(Loss) on foreign currency transaction		(4,640	)		-			(19,490	)
Amortization of placing fees of convertible notes		-			-			(58,115	)
Change in fair value of warrants		19,312,340			-			(555,561	)
Liquidated damages for ineffective registration statement		(45,800	)		-			(45,800	)
Total other expenses		19,262,024			176			(778,677	)

Net income (loss)		18,664,922			(405,113	)		(6,006,894	)

Dividend of Series A convertible preferred stock		23,872			-			136,111
Beneficial conversion feature related to Issuance of series C convertible preferred stock		1,097,379			-			1,097,379

Net income (loss) applicable to common stockholders		17,543,671			(405,113	)		(7,240,384	)

Other comprehensive income
Foreign currency translation adjustment		30,970						30,005

Comprehensive income (loss)		18,695,892			(405,113	)		(5,976,889	)

Net income per share:
Basic		1.28			(0.58	)
Diluted		1.28			(0.58	)

Weighted average number of shares used in computation:
Basic		13,664,597			703,794
Diluted		13,664,597			703,794

See notes to financial statements

F-20

MOQIZONE HOLDING CORPORATION

(A Development Stage Company)

Consolidated Statements of Cash Flows

	Three months ended March 31,						From inception August 29, 2007 to March 31, 2010
	2010			2009			From inception August 29, 2007 to March 31, 2010
	(unaudited)			(unaudited)			(unaudited)

Operating activities
Net income (loss)		18,664,922			(405,113	)		(6,006,894	)
Adjustments:
Capital issued for directors’ fees and officer’s salaries								292,883
Common stock issued for interest due on conversion of convertible debt into Series A preferred stock		85,510						85,510
Depreciation and amortization		43,032						96,934
Amortization of placement fees of convertible notes		0						58,115
Interest expenses		(85,707	)					(6,037	)
Warrant liabilities		(19,312,340	)					555,561
Other receivables		(24,242	)		(8,821	)		(104,422	)
Accounts payables		28,739			(78	)		87,078
Other payables and accruals		(48,901	)		283,933			888,250
Accrued directors’ fees		6,814						235,715
Liquidated damages payable		45,800						45,800
Due from/to related parties		1,071						22,458
Net cash used in operating activities		(595,302	)		(130,079	)		(3,749,049	)

Investing activities
Cash acquired from acquisition					148,148			0
Acquisition of property and equipment		-						(950,900	)
Net cash provided by (used in) investing activities		-			148,148			(950,900	)

Financing activities
Sale of Series C Preferred shares and Series C and Series D Warrants		1,760,400						6,527,337
Repayment of convertible notes		-						(316,437	)
Loan from owners and officers		-			17,330			20,374
Capital contribution		-						221,144
Net cash provided by financing activities		1,760,400			17,330			6,452,418

Effect of exchange rate on cash		35,058			(197	)		31,987

Increase in cash		1,200,156			35,202			1,784,456

Cash, beginning of period		584,300			18,286			-

Cash, end of period		1,784,456			53,488			1,784,456


Supplement disclosure of cash flow information
Interest paid		-			-			21,008

Supplement disclosure of non-cash transactions
Issuance of shares for dividends		85,510			-			197,749
Preferred stock dividend payable		23,872						23,872
Warrant liability incurred in connection with convertible notes		(19,312,340	)		-			6,001,029
Forgiveness of directors’ fee		-			-			771,563

See notes to financial statements

F-21

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1. INTERIM FINANCIAL STATEMENTS

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Form 10K filed on April 15, 2010. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the result to be expected for the full year.

NOTE 2. ORGANIZATION AND NATURE OF OPERATIONS

The accompanying consolidated financial statements include the financial statements of MoqiZone Holding Corporation (the “Company”), its subsidiaries of MoqiZone Holdings Limited, a Cayman Island corporation (“MoqiZone Cayman”), MobiZone Holdings Limited, a Hong Kong corporation (“MobiZone Hong Kong”), MoqiZone (Shanghai) Information Technology Company Limited (“Shanghai MoqiZone”) and a variable interest entity (“VIE”), Shenzhen Alar Technology Company Limited (“Shenzhen Alar”). The Company, its subsidiaries and VIE are collectively referred to as the “Group”. MobiZone Hong Kong operates a Chinese online game content delivery platform company that delivers last mile connectivity to internet cafes installed with our WiMAX equipment and which have joined into our MoqiZone WiMAX Network.

The Share Exchange Agreement, Reverse Merger and Reorganization

On March 15, 2009, Trestle Holdings, Inc. (the “Trestle”) 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 as a result of MoqiZone Hong Kong’s receipt of $4,345,000 in gross proceeds from the financing described below, 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 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 and Trestle is the legal acquirer. The share exchange was treated as a recapitalization and, accordingly, Trestle reclassified its common stock and additional paid-in-capital accounts for the year ended December 31, 2008. The Financial Statements have been prepared as if MoqiZone had always been the reporting company and then on the share exchange date, had changed its name and reorganized its capital stock.

As of August 28, 2009, our corporate name changed to from Trestle Holdings, Inc. to MoqiZone Holding Corporation and our authorized capital increased by 10,000,000 shares of preferred stock. Pursuant to the additional financings we closed in August 2009 and the authority vested in our Board of Directors, we also filed a certificate of designation of Series A preferred stock and certificate of designation of Series B preferred stock with Delaware’s Secretary of State to designate 15,000 of the 15,000,000 shares of preferred stock as Series A preferred stock and 10,743 of the 15,000,000 shares of preferred stock as Series B preferred stock.

On August, 31, 2009, a one-for-254.5 reverse stock split became effective and reduced outstanding shares of our common stock to 703,794 shares. Following the reverse stock split described and per the terms and conditions of our share exchange, the Series B Preferred Stock automatically (and without any action on the part of the holders) converted (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).

As a result of these transactions, our authorized capital now consists of 40,000,000 shares of common stock, 14,974,257 shares of undesignated preferred stock, whose terms shall be determined by the board of directors at the time of issuance, 15,000 shares of Series A preferred stock, and 10,743 shares Series B preferred stock.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(1)	FASB Establishes Accounting Standards Codification ™

In June 2009, the FASB issued Accounting Standards Update No. 2009-01, “Generally Accepted Accounting Principles” (ASC Topic 105) which establishes the FASB Accounting Standards Codification (“the Codification” or “ASC”) as the official single source of authoritative U.S. generally accepted accounting principles (“GAAP”). All existing accounting standards are superseded. All other accounting guidance not included in the Codification will be considered non-authoritative. The Codification also includes all relevant Securities and Exchange Commission (“SEC”) guidance organized using the same topical structure in separate sections within the Codification.

F-22

Following the Codification, the Financial Accounting Standards Board will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASU”) which will serve to update the Codification, provide background information about the guidance and provide the basis for conclusions on the changes to the Codification.

The Codification is not intended to change GAAP, but it will change the way GAAP is organized and presented. The Codification is effective for our third-quarter 2009 financial statements and the principal impact on our financial statements is limited to disclosures as all future references to authoritative accounting literature will be referenced in accordance with the Codification. In order to ease the transition to the Codification, we are providing the Codification cross-reference alongside the references to the standards issued and adopted prior to the adoption of the Codification.

(2)	Basis of Presentation

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. On an ongoing basis, we evaluate our estimates which are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions

(3)	Development Stage Company

The Company has been obtaining the requisite approvals from the Chinese government and since inception, has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise.” Among the disclosures required are that the financial statements be identified as those of a development stage company, and that the statements of operations and other comprehensive income (loss), owner’s equity and cash flows disclose activity since the date of inception.

(4)	Consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries and VIE subsidiary for which the Company is the primary beneficiary. All transaction and balances among the Company, its subsidiaries and VIE subsidiary have been eliminated upon consolidation.

The Group has adopted “Consolidation of Variable Interest Entities . This interpretation requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.

To comply with PRC laws and regulations that restrict foreign ownership of companies that operate online games, the Company operates its online games mainly through Shenzhen Alar, which is wholly owned by certain PRC citizens. Shenzhen Alar holds the licenses and approvals to operate line games in the PRC.

Pursuant to the contractual arrangements with Shenzhen Alar, MoqiZone Shanghai mainly provides the following intra-group services to Shenzhen Alar:

·	Gaming related licensing service;

·	Software licensing service;

·	Equipment and maintenance service;

·	Strategic consulting service;

·	Licensing of billing technology; and

·	Billing service.

In addition, MoqiZone Shanghai has entered into agreements with Shenzhen Alar and its equity owners with respect to certain shareholder rights and corporate governance matters that provide the Company with the substantial ability to control Shenzhen Alar. Pursuant to these contractual arrangements:

·	The equity owners of Shenzhen Alar have granted an irrevocable proxy to individuals designated by MoqiZone Shanghai to exercise the right to appoint directors, general manager and other senior management of Shenzhen Alar;

·	Shenzhen Alar will not enter into any transaction that may materially affect its assets, liabilities, equity or operations without the prior written consent of MoqiZone Shanghai.

F-23

·	Shenzhen Alar will not distribute any dividend;

·	The equity owners of Shenzhen Alar have pledged their equity interest in Shenzhen Alar to MoqiZone Shanghai to secure the payment obligations of Shenzhen Alar under all the agreements between Shenzhen Alar and MoqiZone Shanghai; and

·	The equity owners of Shenzhen Alar will not transfer, sell, pledge or dispose of their equity interest in Shenzhen Alar without any prior written consent of MoqiZone Shanghai.

As a result of these agreements, the Company is considered the primary beneficiary of Shenzhen Alar and accordingly Shenzhen Alar’s results are consolidated in the Company’s financial statements.

(5)	Cash and cash equivalents

Cash and cash equivalents represent cash on hand and highly liquid investment placed with banks, which have original maturities less than three months. Cash and cash equivalents kept with financial institutions in the People’s Republic of China (“PRC”) are not insured or otherwise protected. Should any of those institutions holding the Company’s cash become insolvent, or the Company is unable to withdraw funds for any reason, the Company could lose the cash on deposit at that institution.

(6)	Property and equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives:

Network equipment		3 years
Computer equipment		3 years
Leasehold improvements		Lesser of the term of the lease or the estimated useful lives of the assets
Furniture and fixtures		3 years

(7)	Computer software

Purchased computer software for internal use is capitalized and amortized over its estimated useful live starting when it is placed in service.

(8)	Impairment of long-lived assets and intangible assets

Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable. For assets that are to be held and used, impairment is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value. No impairment was recognized during the year ended December 31, 2009 and 2008.

(9)	Derivative Financial Instruments

In connection with the sale of debt or equity instruments, we may sell options or warrants to purchase our common stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

Derivative financial instruments are recorded as liabilities in the consolidated balance sheet, measured at fair value. When available, quoted market prices are used in determining fair value. However, if quoted market prices are not available, we estimate fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques.

The identification of, and accounting for, derivative instruments is complex. Our derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income, in the period in which the changes occur. For options, warrants and bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, we estimate fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. The identification of, and accounting for, derivative instruments and the assumptions used to value them can significantly affect our financial statements.

F-24

Derivative financial instruments that are not designated as hedges or that do not meet the criteria for hedge accounting under ASC topic 815 “Derivatives and Hedging” are recorded at fair value, with gains or losses reported currently in earnings. All derivative financial instruments we held as of March 31, 2010, were not designated as hedges.

(10)	Policy Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. We license a client-end software to internet cafes for them to automatically update their client-end software on a real time basis. Revenue for such licensing fee is recognized on a straight-line basis over the license period.

(11)	Deferred income taxes

Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, ASC topic 740 “Income Taxes” requires recognition of future tax benefits, such as carryforwards, to the extent that realization of such benefits is more likely than not and that a valuation allowance be provided when it is more likely than not that some portion of the deferred tax asset will not be realized.

(12)	Foreign currency translation

Since the Group operates solely in Hong Kong and the PRC, the Group’s functional currency is the Hong Kong Dollar (“HKD”) and the Renminbi (“RMB”). Assets and liabilities are translated into U.S. Dollars at the exchange rates at the end of each reporting period and records the related translation adjustments as a component of other comprehensive income (loss). Revenue and expenses are translated using average exchange rates prevailing during the period. Foreign currency transaction gains and losses are included in current operations.

(13)	Comprehensive income (loss)

Comprehensive income is defined to include all changes in equity except those resulting from investments by shareholders and distributions to shareholders. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income includes net income and the foreign currency translation gain, net of tax.

NOTE 4. DUE FROM/TO RELATED PARTIES

The amounts that are due from/to the directors, officers of the Company and the companies being controlled by them, are non-interest bearing and are due on demand.

NOTE 5. CONVERSION OF CONVERTIBLE NOTES

Upon effectiveness of the Reverse Split on August 31, 2009, each $1,000 principal amount of Notes (see Note 1) was automatically cancelled and exchanged for one share of Series A Preferred Stock. Since we sold a total of 494.5 Units, upon exchange of the Notes, a total of 4,945 shares of Series A Preferred Stock were issued, which were convertible into an aggregate of 2,747,222 shares of common stock, subject to anti-dilution and other adjustments as provided in the Series A Preferred Stock Certificate of Designations.

We raised a total of $4,945,000 from 11 accredited investors from the Financings after repayment of the Convertible Notes. As a result of the Financings, we issued a total of approximately 494.5 Units of securities each consisting of (a) the Notes, (b) the Class A Warrants, and (c) the Class B Warrants. Pursuant to the sale of approximately 494.5 Units, we issued an aggregate of approximately $4,945,000 of Notes, Class A Warrants to purchase up to 1,373,614 shares of common stock and Class B Warrants to purchase up to 1,373,614 of common stock. The net proceeds from the Financings are to be used for working capital and general corporate purposes. We are obligated to file a registration statement within 150 days of the second closing, providing for the resale of the shares of common stock underlying the securities issued pursuant to the Financings.

In connection with the June 1 Financing and August 11 Financing, we granted warrants to purchase up to 582,779 shares of common stock respectively to Tripoint Global Equities, LLC, the placement agent or its designees. These warrants have the same terms as the warrants issued to Investors and included in the Units. The placement agent received a total of 582,779 warrants to purchase up to 582,779 shares of our common stock from the Financing. These warrants have the same terms as the warrants issued to Investors and included in the Units.

For a more complete description of the terms of the Notes, the Class A Warrants, Class B Warrants, and the Series A Preferred Stock, please see the section entitled “Description of Securities” in our June 1, 2009 Current Report on Form 8-K.

Following the Reverse Stock Split and the automatic conversion of the Series B preferred stock issued under the Share Exchange Agreement to the MoqiZone Cayman shareholders into Series B Conversion Shares:

all of the issued and outstanding Notes have been, by their terms be deemed cancelled;

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all interest accrued on the Notes (at the rate of 8% per annum) from the date of issuance to the date of cancellation will be paid, at the Company’s option, in cash or in a shares of Trestle common stock valued at $1.80 per share;

each $1,000 principal amount of cancelled MobiZone Hong Kong Note has been exchanged for one share of Series A Preferred Stock, $0.001 par value per share. The Series A Preferred Stock (i) a liquidation value of $1,000 per share, (ii) vote, together with the Trestle common stock, on an “as converted basis”, and (iii) are convertible, at any time after issuance, at the option of the holder, into shares of the Company’s common stock at a conversion price of $1.80 per share, subject to customary adjustments, including weighted average anti-dilution protection.

Pursuant to the terms of the Financing, the Company has agreed to cause (i) the maximum number of shares of Moqizone common stock issuable upon conversion of all shares of Series A Preferred Stock and (ii) the maximum number of Class A Warrant Shares and Class B Warrant Shares to be registered for resale under the Securities Act of 1933, as amended, pursuant to a registration rights agreement, which provides inter alia that Moqizone shall file a registration statement for the Registrable Shares within 30 days after the completion of the Reverse Stock Split and cause the registration statement to become effective within 150 days after the completion of the Reverse Stock Split or 180 days in the event of a full review by the SEC. If Moqizone does not comply with the foregoing obligations under the registration rights agreement, it will be required to pay cash liquidated damages to Investors, at the rate of 2% of the $10,000 offering price of each Unit sold in the offering ($200.00) for each 30 day period after the Registration Date that such Registrable Shares have not be registered for resale under the Securities Act of 1933, as amended; provided that, such liquidated damages shall not exceed $1,000 per Unit sold in the offering (a minimum of $400,000 and a maximum of $800,000); provided, however, that such liquidated damages shall not apply to any Registrable Shares that are subject to an SEC comment with respect to Rule 415 promulgated under the Securities Act of 1933, as amended

In addition, in the event the Company’s revenues for the year ending December 31, 2010 shall equal or exceed $21,560,000, the management shareholders of MoqiZone Cayman shall be issued warrants to purchase up to 900,000 additional shares of the Company’s common stock at an exercise price of $1.80 per share, exercisable for a period of three years.

Under the terms of the Share Exchange Agreement, all of the shareholders of MoqiZone Cayman who are members of our senior management have deposited in an escrow account an aggregate of 900,000 shares of the Company’s common stock. These shares (the “Performance Shares”) will be delivered to the management group shareholders only in the event that the Company achieves certain performance targets over the twelve consecutive months commencing July 1, 2009 and ending June 30, 2010 (the “Measuring Period”). If $6,000,000 or more raised in the Financing, then: (i) in the event that we realize at least $19,171,000 (the “Target Revenue”) of revenues by the end of the Measuring Period, all of the Performance Shares will be released to the management group, and (ii) in the event that less than the Target Revenue is realized by the end of the Measuring Period, a pro-rata portion of the Performance Shares shall be distributed to the purchasers of the Units offered hereby, based upon 0.2347 Performance Shares for each USD $1.00 that the actual revenues achieved by the end of the Measuring Period shall be less than the Target Revenue, or 45,000 Performance Shares for each 1% of $19,171,000 ($191,710) by which the actual revenues shall be less than the Target Revenue. If less than $6,000,000 is raised in the Financing, then: (i) in the event that we realize at least $10,450,000 (the “Lower Target Revenue”) in reported revenues by the end of the Measuring Period, all of the Performance Shares will be released to the management group and (ii) in the event that less than $10,450,000 of reported revenues are realized by the end of the twelve month Measuring Period, a pro-rata portion of the Performance Shares shall be distributed to the purchasers based upon 0.4306 Performance Shares for each USD $1.00 that the actual revenues achieved by the end of the Measuring Period shall be less than the Lower Target Revenue, or 45,000 Performance Shares for each 1% of $10,450,000 ($104,500) by which the actual revenues shall be less than the Lower Target Revenue. As we only raised $5,245,000 which is less than $6,000,000 from our Financings, the Lower Target Revenue scenario will be applicable.

The Performance Warrants

Certain of the members of our senior management will be, under the terms of the Share Exchange Agreement, entitled to receive three year warrants to purchase 900,000 shares of Moqizone common stock, exercisable at $1.80 per share (the “Performance Warrants”) in the event that our audited net income as of the date that is 24 months after the Final Closing of the Financings shall equal or exceed $21,560,000, assuming that we complete this Offering with the sale of at least 600 Units for $6,000,000. If however, we complete the Offering for an aggregate amount less than $6,000,000, than such persons shall only be entitled to receive the Performance Warrants in the event that our audited net income as of the date that is 24 months after the Final Closing of the Financing equals or exceeds $5,000,000.

NOTE 6. WARRANT LIABILITY

As described in Note 5 (Conversion of Convertible Notes), we issued a total of approximately 494.5 Units of securities each consisting of (a) the Notes, (b) the Class A Warrants, and (c) the Class B Warrants. Pursuant to the sale of approximately 494.5 Units, we issued an aggregate of approximately $4,945,000 of Notes, Class A Warrants to purchase up to 1,373,614 shares of common stock and Class B Warrants to purchase up to 1,373,614 of common stock will be issued. The Class A warrants have an exercise price of $2.50 per share with a three year term and the Class B warrants have an exercise price of $3.00 per share with a three year term.

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The Class A, Class B and Placement Agent warrants (“Warrants”) have an initial exercise price which is subject to adjustments in certain circumstances for stock splits, combinations, dividends and distributions, reclassification, exchange or substitution, reorganization, merger, consolidation or sales of assets, issuance of additional shares of common stock or equivalents.

Accounting for Warrants

The Warrants are entitled to a price adjustment provision that allows the price of the Warrants to be reduced in the event the Company issues any additional shares of common stock at a price per share less than the then-applicable warrant price, The Company determined that the Warrants meet the definition of a derivative under ASC Topic 815, Derivatives and Hedging “ASC Topic 815”). In determining whether the Warrants were eligible for a scope exception from ASC Topic 815, the Company considered the provisions of ASC Topic 815-40 (Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock). The Company determined that the Warrants do not meet a scope exception because they are not deemed indexed to the Company’s own stock. Pursuant to ASC Topic 815, derivatives should be measured at fair value and re-measured at fair value with changes in fair value recorded in earnings at each reporting period.

Fair Value

Warrant Liability

The warrants that each investor received as a result of our Financings and conversion of the convertible notes (see Note 10 for additional details) contained a down round protection if the company sells or issue shares at a price per share less that the then-applicable warrant price. As such and in accordance with the accounting guidelines, we valued the warrants as a derivative financial instrument and the corresponding liabilities were entered onto our consolidated balance sheet, measured at fair value. The Company determined the fair value of the warrants as follows as of August 31, 2009 (effective issuance date).

The Company used the Black-Scholes option-pricing model with the following assumptions: an expected life equal to the contractual term of the warrants (three years), underlying stock price of $5.09 (as at August 31, 2009 – effective date of conversion), no dividends; a risk free rate of 1.49% which equals three -year yield on Treasury bonds at constant (or fixed) maturity (for those warrants with an effective issue date of August 31); and volatility of 55.24%. Under the assumptions, the Black-Scholes option pricing model yielded an aggregate value of approximately $9,968,597.

The Company performed the same calculations as of December 31, 2009 and March 31, 2010, to revalue the warrants as of those respective dates. In using the Black Scholes option-pricing model at December 31, 2009, the Company used an underlying stock price of $10.00 per share; no dividends; a risk free rate of 1.7% which equals three-year yield on Treasury bonds at constant (or fixed) maturity (for those warrants with an effective issue date of August 31); and volatility of 57.77%. At March 31, 2010, the company used the Black Scholes option-pricing model with an underlying stock price of $3.77 per share; no dividends; a risk free rate of 1.6% which equals three-year yield on Treasury bonds at constant (or fixed) maturity (for those warrants with an effective issue date of August 31); and volatility of 57.77%. The resulting aggregate allocated value of the warrants as of December 31, 2009 equaled approximately $25,313,000 and $6,001,029 as of March 31, 2010. As a result a change in fair value of approximately $19,868,000 was recorded for the year ended December 31, 2009and a change in fair value of approximately $19,312,340 was recorded for the three months ended March 31, 2010.

Upon the earlier of the warrant exercise or the expiration date, the warrant liability will be reclassified into shareholders’ equity. Until that time, the warrant liability will be recorded at fair value based on the methodology described above. Liquidated damages under the registration rights agreement will be expensed as incurred and will be included in operating expenses.

NOTE 7. ACCOUNTING FOR SERIES A PREFERRED STOCK

The management has adopted ASC 480-10, “S99 SEC Materials”. Under this rule, ASR 268 requires equity instruments with redemption features that are not solely within the control of the issuer to be classified outside of permanent equity. As there was no redemption provision attached to Series A Preferred Stock, it has been classified as permanent equity.

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The management has also adopted ASC 815-15-25-1. It requires that an embedded derivative shall be separated from the host contract and accounted for as a derivative if and only if all of the following three criteria are met: (a) the economics characteristics and risks of the embedded derivative are not clearly and closely related to the economics characteristics and risks of the host contract; (b) the hybrid instrument is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur; and (c) a separate instrument with the same terms as the embedded derivative would be a derivative instrument subject to the requirements of section 815-10-15. Additionally, under ASC 815-15-25-16 through ASC 815-15-25-18, if the host contract encompasses a residual interest in an entity, then its economic characteristics and risks shall be considered that of an equity instrument and an embedded derivative would need to possess principally equity characteristics (related to the same entity) to be considered clearly and closely related to the host contract. Given the fact that the Series A Preferred Stock encompasses a residual interest in the company and it is related to the company itself, the conversion feature is clearly and closely related to the host instrument. Thus, the embedded conversion feature in Series A preferred stock should not be account as a derivative instrument.

Equity instruments that contain a beneficial conversion feature are recorded as a deemed dividend to the holders of the convertible equity instruments. The deemed dividend associated with the beneficial conversion is calculated as the difference between the fair value of the underlying common stock less the proceeds that have been received for the equity instrument limited to the value received. The beneficial conversion amount is recorded as a reduction on the carrying value of the equity instrument and an increase to additional paid-in-capital.

In the case of conversion of the convertible note, the fair market value of the warrant liability exceeded the cash raised in the financings and therefore the residual value assigned to the Preferred Stock was nil. As such, the financing was not deemed to have a beneficial conversion feature and any value assigned to a beneficial conversion was deemed to be zero.

NOTE 8. SERIES C FINANCING

We completed a private equity financing of $1,956,200 on March 29, 2010, with 7 accredited investors. Net proceeds from the offering, are approximately $1,760,400. Pursuant to the financing, we issued a total of 869,422 units of our securities at $2.25 per unit. Each Unit consists of (i) one (1) share of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”), convertible into one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) a Series C Warrant (the “Series C Warrant”) and Series D Warrant (the “Series D Warrant”), collectively the “Warrants”), with the total amount of Warrants of each Series exercisable to purchase that number of shares of Common Stock as shall be equal to fifty percent (50%) of the number of Units purchased in the Offering. Each of the Warrants has a term of three (3) years.

In connection with this financing, we paid cash compensation to a placement agent in the amount of approximately $196,000. We also granted warrants to purchase up to 86,942 shares of common stock, Series C Warrants to purchase up to 43,471 shares of common stock and Series D Warrants to purchase 43,471 shares of common stock to the placement agent or its designees. These warrants have the same terms as the warrants issued to Investors that are included in the Units.

Pursuant to the March 29, 2010 financing, 869,422 of the 1,000,000 shares of preferred stock were designated as Series C Preferred Stock, which maintain the following basic rights:

(a)

pays an annual dividend of 8%, payable quarterly, at Moqizone’s option, in cash or in shares of common stock;

	(b)	has a par value of $0.001 per share;

	(c)	has a preference over the Moqizone common stock or any other Junior Stock on liquidation and the liquidation value is $2.25 per share;

	(d)	converts at any time after issuance, at the option of the holder, into shares of Moqizone common stock, at a conversion price of $2.25 per share (each Series C preferred share will convert into 1 common share); and,

	(e)	votes together with the Moqizone common stock on an “as converted basis.”

NOTE 9. ACCOUNTING FOR SERIES C PREFERRED STOCK

The management has adopted ASC 480-10, “S99 SEC Materials.” Under this rule, ASR 268 requires equity instruments with redemption features that are not solely within the control of the issuer to be classified outside of permanent equity. As there was no redemption provision attached to Series C Preferred Stock, it has been classified as permanent equity.

The management has also adopted ASC 815-15-25-1. It requires that an embedded derivative shall be separated from the host contract and accounted for as a derivative if and only if all of the following three criteria are met: (a) the economics characteristics and risks of the embedded derivative are not clearly and closely related to the economics characteristics and risks of the host contract; (b) the hybrid instrument is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur; and (c) a separate instrument with the same terms as the embedded derivative would be a derivative instrument subject to the requirements of section 815-10-15. Additionally, under ASC 815-15-25-16 through ASC 815-15-25-18, if the host contract encompasses a residual interest in an entity, then its economic characteristics and risks shall be considered that of an equity instrument and an embedded derivative would need to possess principally equity characteristics (related to the same entity) to be considered clearly and closely related to the host contract. Given the fact that the Series C Preferred Stock encompasses a residual interest in the company and it is related to the company itself, the conversion feature is clearly and closely related to the host instrument. Thus, the embedded conversion feature in Series C preferred stock should not be accounted as a derivative instrument.

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Allocation of Proceeds and calculation of beneficial conversion feature

The following table summarizes the initial allocation of proceeds to the Series C preferred stock and the warrants:

Proceeds from Series C Financing	$	1,956,200
Financing Commissions from Series S Preferred Stock	$	195,200
Proceeds from Series C Financing After Commission	$	1,760,400
Value of Series C Preferred Stock	$	1,097,379
Value of Investor Warrants	$	546,298
Value of Placement Agent Warrants	$	115,854

The Company then evaluated whether a beneficial conversion feature exists by comparing the operable conversion price of Series C preferred stock with the fair value of the common stock at the commitment date. The Company concluded that the fair value of common stock was greater than the operable conversion price of Series C preferred stock at the commitment date and the intrinsic value ($1,321,521) of the beneficial conversion feature is greater than the proceeds allocated to the Series A preferred stock ($1,097,379). In accordance to ASC Topic 470 subtopic 20, if the intrinsic value of beneficial conversion feature is greater than the proceeds allocated to the Series C preferred stock, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to the Series C preferred stock. Accordingly, the total proceeds allocated to Series C preferred stock were allocated to the beneficial conversion feature with a credit to Additional paid-in capital upon the issuance of the Series C preferred stock. Since the Series C preferred stock may convert to the Company’s common stock at any time on or after the initial issue date, all discounts were immediately recognized as a deemed dividend and a reduction to net income attributable to common shareholders in the period the preferred stock was issued.

As such, the following table summarizes the final allocation of proceeds to the Series C preferred stock and the warrants:

Proceeds from Series C Financing	$	1,956,200
Financing Commissions from Series S Preferred Stock	$	195,200
Proceeds from Series C Financing After Commission	$	1,760,400
Beneficial Conversion Feature – Deemed Dividend	$	1,097,379
Value of Series C Preferred Stock	$	-
Value of Investor Warrants	$	546,298
Value of Placement Agent Warrants	$	115,854

NOTE 10. INTEREST ON CONVERSION TO SERIES A PREFERRED STOCK

On January 6, 2010, the board of directors passed a resolution to issue 47,504 shares of our common stock that was due as interest as a result of the conversion of the $4,945,000 convertible notes (see note 5 for additional details) into 4,945 of our Series A Convertible Preferred Stock. The number of shares issued was calculated at a rate of 8% per annum (subject to a pro rata adjustment) of the liquidation preference amount payable in shares equal to (i) the interest payment divided by (ii) $1.80. As such, the shares were valued at approximately $85,510 and the total aggregate value of the transaction was recorded as a interest payment.

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NOTE. 11. LIQUIDATED DAMAGES FOR INEFFECTIVE REGISTRATION STATEMENT

On June 1 and August 9, 2009, the Company entered into Registration Rights Agreement with the Investors (the “Investor RRA”). Under the Investor RRA, the Company was required to prepare and file a registration statement for sale of the Common stock issuable to the investors and holders of the Series A Preferred Stock no later than thirty (30) days after the completion of the Trestle Reverse Split (effective on August 31, 2009 as described in Note 5), the Company shall file with the SEC a Registration Statement (the “Resale Registration Statement”) registering for resale at prevailing market prices all of the Registrable Securities. The Company shall use its best efforts to obtain effectiveness of the Registration Statement with respect to all Registrable Securities no later than one hundred and fifty (150) days after the completion of the Trestle Reverse Split, and shall respond to all oral and written comments from the staff of the SEC.

The Company filed the initial registration statement to fulfill the Company’s obligations under the RRA on September 30, 2009. Per the terms of the agreement, the Company is subject to certain monetary obligations if, the registration statement was not declared effective by the SEC by January 28, 2010. The obligations are payments in an amount equal to two percent (2%) of the aggregate principal amount of the Notes or aggregate Stated Value of the Series A Preferred Stock (as applicable) for each month (or part thereof) following the Required Filing Date that the Resale Registration Statement shall not have been duly filed with the SEC, and/or for each month (or part thereof) following the Required Effective Date that the Resale Registration Statement shall not have been declared effective by the SEC, up to a maximum amount of 10%.

Since the registration statement was not declared effective by the SEC by January 28, 2010, the Company began accruing liquidated damages for $22,900 (or 2 percent of $1,145,000 of the stated value of the outstanding Series A Preferred Stock outstanding as of January 28, 2010) for each month that the registration statement was not declared effective by the SEC. As of March 31, 2010, the company had accrued $45,800 of liquated damages. The company is currently planning to speak with the Series A shareholder concerning an adjustment and/or cancelation of these damages.

NOTE 12. SUBSEQUENT EVENTS

We have evaluated events after the date of these financial statements through May 14, 2010, the date that these financial statements were issued (or available to be issued to be issued if this applies). There were no material subsequent events as of that date.

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MANAGEMENT DISCUSSION AND ANALYSIS

Except for the historical information contained herein, the matters discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this prospectus are forward-looking statements that involve risks and uncertainties. The factors listed in the section captioned “Risk Factors,” as well as any cautionary language in this prospectus, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from those projected. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this prospectus.

The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in the financial statements of Moqizone for the fiscal years ended December 31, 2009 and 2008 and quarter ended March 31, 2010 and 2009, and should be read in conjunction with such financial statements and related notes included in this prospectus..

Overview

We are a Chinese online game delivery platform company that offers digital infrastructure solutions to China’s online game industry. Through our Shanghai MoqiZone subsidiary, we provide an online game delivery platform delivering contents of online games that are hosted by us to internet cafes which have installed Netcafe Farmer and/or our WiMAX equipment in China via our Netcafe Farmer software or our proprietary MoqiZone WiMAX Network. The Moqizone Network is a secured distribution platform for online game developers and operators to promote publish and monetize online game content. Our primary business focus is to provide content delivery of online games that are hosted by us to the internet cafés which have installed Netcafe Farmer and/or installed our WiMAX equipment in China. Our MoqiZone WiMAX Network is a wireless virtual proprietary network. The business model could eliminate 50% of costs associated with incumbent digital media content delivery. Our targeted market is licensed internet cafes in cities where the internet cafés business is more developed. Our existing penetration to internet cafes is low; however, we have already successfully deployed a few WiMAX test sites in Beijing, Suzhou and Shenzhen in Fall 2009 and have aligned ourselves with local internet café associations in order to accelerate our business penetration. We have also launched test sites in Chengdu on December 15, 2009. As of December 31, 2009 and March 31, 2010 and 2009, in Chengdu there are over 30internet cafés installed with our CPE and 15 of which are utilizing our Moqizone WiMAX Network, and approximately 100 internet cafés are connected to the Moqizone gaming delivery platform to access the games on www.53mq.com . In addition, we have 293 CPE and 43 Base Stations in the inventory for immediate deployment. We have not generated any revenue from MoqiZone WiMAX Network and little revenue from Netcafe Farmer as of December 31, 2009 as we are providing our WiMAX installation to the internet cafes free of charge. Once a substantial number of WiMAX installed internet cafes are participating in our business, we plan to initiate our charged services to the internet cafes.

Our revenue will be generated from cash collected from game players through issuing universal prepaid game cards. We provide a profit sharing online billing system for internet cafes, game providers, marketing promotion companies and ourselves, via www.moqizone.com , enabling profit sharing through the universal Moqizone Prepaid Card. It effectively prevents discounted online game cards, helps internet cafés avoid obsolete prepaid card inventory and at the same time is more user friendly by unifying prepaid game cards across different content providers’ games. The universal prepaid game card will be distributed only via internet cafés and will be collected through our POS system. In addition, our software provides real-time reporting, payment and customer tracking via www.moqizone.com to internet cafés and content providers. It allows customer behavior tracking from POS data and stronger gamer community management. Therefore, we are able to establish a direct relationship with gamers, content providers and café owners through our Moqizone WiMAX Network.

On December 21, 2009, we acquired a client-end software called “Netcafe Farmer” which was originally developed by Mr. Liu Qian in 2006. It is a client-end software solution that provides an automatic content update distribution system in internet cafés allowing internet cafés to automatically update their client-end software on a real time basis for all their computers. Pursuant to the Agreement, we acquired the ownership of the software “Netcafe Farmer” from Mr. Liu Qian, including all the intellectual property and all its existing business has been transferred to Shanghai MoqiZone. The total consideration paid was RMB650,000 (or approximately US$95,000). By acquiring Netcafe Farmer, the Company also recruited Mr. Liu Qian and his development team of 4 people. The incremental salary is approximately $75,500 (RMB516,000) per annum. It is expected that the income generated from existing Netcafe Farmer business will substantially subsidize the monthly additional salary expenses.

Netcafe Farmer is currently servicing approximately 700 internet cafés mainly in Henan, Hebei, Zhejiang, and Northeast of China and has also established a strong network with major content suppliers to help promote their games in internet cafés. As a result of the foregoing, we will be able to bring tremendous synergy to the MoqiZone online game platform business and improve our services to internet café operators. The existing brand name “Netcafe Farmer” will be retained and a new version will be developed to support the MoqiZone WiMAX Network. The acquisition of Netcafe Farmer will also allow us to cover the internet cafés, which cannot be installed with our WiMAX equipment due to physical limitation, via fixed line network. Internet cafes installed with Netcafe Farmer will be able to enjoy the same products and services as those that are installed with WiMAX equipment, although the revenue sharing will be different.

Although we launched over 30 WiMAX connected internet cafes in our test cities in 2009, they were open only for testing purposes and were not revenue producing. Subject to our ability to secure necessary financing, our goal is to deploy our online game content delivery platform on the MoqiZone WiMAX Network in various targeted cities in China. We plan on: (a) expanding into Beijing in the 2 nd quarter of 2010 through execution of Memorandum of understanding with the Beijing Internet Café Association which represents 1,542 Internet Cafés in Beijing; and (b) launching commercial deployment in Chengdu, Jinan, Nanjing, Beijing, Changsha, Fuzhou, Guizhou, Suzhou and Zhengzhou.

As of April 30, 2010, we have launched three websites: (a) www.moqz.com , our company’s corporate website; (b) www.moqizo ne.com , a business-to-business or B2B portal which supports Internet Café online billing and profit share with Net cafés and content providers; and (3) www.53mq.com , a business-to-customer or B2C portal which delivers game content through a client end interface to gamers. www.53mq.com was launched on November 30, 2009. We are currently hosting 14 games from 2 online game companies through executed agreements which include 1 MMORPG or Massively Multiplayer Online Role Playing Game – “Dragon Rider”, the “Moqi Entertainment Village” which is a casual game platform with 13 different games and we are linked with over 30 external games which servers are not hosted by us.

In addition, 4 companies have agreed to memorandums of understanding (“MOU”) and they are representing a total of 16 games. 5 online games have been presented proposals and are under negotiation. Furthermore, we have an alliance with Zebra Music, a top music video channel in China and Hapame 3D Social Network Sites (SNS) which is the first domestic built 3D virtual world.

We have recently established a partnership with Win’s Entertainment Limited (“Win’s”), a major motion picture producing company in Hong Kong through a series of proprietary content agreements. In November 2009, we were contracted to develop the online game for Win’s movie, Tiger Tang 2 (“Tiger Tang 2 Game”) and we also acquired the exclusive rights from Win’s for publishing Tiger Tang 2 Game. We are also currently under discussion with Win’s to develop online games for Win’s other movies as well as publish those games.

As of March 31, 2010, we have not generated any revenue from selling prepaid cards and have only generated limited revenue from Netcafe Farmer. Although we launched more than 30 WiMAX connected internet cafes in our test cities in 2009, they currently are only utilizing our WiMAX Network free of charge for testing purposes and not yet producing revenue. Our goal is to deploy our online game content delivery platform on the WiMAX Network and via Netcafe Farmer in various targeted cities in China.

As of March 31, 2010, we have launched three websites: (a) www.moqz.com , our company’s corporate website; (b) www.moqizone.com , a business-to-business or B2B portal which supports Internet Café online billing and profit sharing with Internet cafés and content providers; and (3) www.53mq.com , a business-to-customer or B2C portal which delivers game contents. www.53mq.com was launched on November 30, 2009. We are currently hosting 14 games from 2 online game companies through executed agreements.

Our key business development objectives over the next two years are to grow and expand our business penetration servicing Internet cafes throughout selected targeted cities in China. These business objectives will require the build out of our MoqiZone WiMAX Network, continuous technological development of our portals including but not limited to www.moqizone.com and www.53mq.com , and also aggregation of online game content. We will not be able to generate significant revenue until we have a basic foundation for all of these components.

Liquidity and Capital Resources

As of March 31, 2010, we had a cash balance of approximately $1,784,000. We completed a private equity financing of $1,956,200 on March 29, 2010, with 7 accredited investors. Net proceeds from the offering, are approximately $1,760,400. Pursuant to the financing, we issued a total of 869,422 units of our securities at $2.25 per unit. Each Unit consists of (i) one (1) share of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”), convertible into one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) a Series C Warrant (the “Series C Warrant”) and Series D Warrant (the “Series D Warrant”), collectively the “Warrants”), with the total amount of Warrants of each Series exercisable to purchase that number of shares of Common Stock as shall be equal to fifty percent (50%) of the number of Units purchased in the Offering. Each of the Warrants has a term of three (3) years.

In connection with the private placement that we completed in March 2010, we paid cash compensation to a placement agent in the amount of approximately $196,000. We also granted warrants to purchase up to 86,942 shares of common stock, Series C Warrants to purchase up to 43,471 shares of common stock and Series D Warrants to purchase 43,471 shares of common stock to the placement agent or its designees. These warrants have the same terms as the warrants issued to Investors that are included in the Units. These warrants, which if fully exercised, could have raised approximately an additional $434,710.

Although we expect that the net proceeds of the private placement described above, together with our available funds and funds generated from our operations will be sufficient to meet our anticipated needs for 12 months, we will need to obtain additional capital to continue to grow our business. We currently estimate that we will need an additional $12,000,000 in order to completely deploy our online game delivery platform in our targeted cities by 2013. Our cash requirements may vary materially from those currently anticipated due to changes in our operations, including our marketing and distribution activities, product development, and expansion of our personnel and the timing of our receipt of revenues. Our ability to obtain additional financing in the future will depend in part upon the prevailing capital market conditions, as well as our business performance. There can be no assurance that we will be successful in our efforts to arrange additional financing on terms satisfactory to us or at all.

Critical Accounting Policies and Estimates

Our financial information has been prepared in accordance with generally accepted accounting principles in the United States, which requires us to make judgments, estimates and assumptions that affect (1) the reported amounts of our assets and liabilities, (2) the disclosure of our contingent assets and liabilities at the end of each fiscal period and (3) the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and reasonable assumptions, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

When reviewing our financial statements, you should consider (1) our selection of critical accounting policies, (2) the judgment and other uncertainties affecting the application of those policies, and (3) the sensitivity of reported results to changes in conditions and assumptions. We believe the following accounting policies involve the most significant judgment and estimates used in the preparation of our financial statements.

Fair Value.

Fair value is generally based on independent sources such as quoted market prices or dealer price quotations. To the extent certain financial instruments trade infrequently or are non-marketable securities, they may not have readily determinable fair values. The Company may estimate the fair value of the Warrants and Preferred stock using various pricing models and available information that management deems most relevant. Among the factors considered in determining the fair value of financial instruments are discounted anticipated cash flows, the cost, terms and liquidity of the instrument, the financial condition, operating results and credit ratings of the issuer or underlying company, the quoted market price of similar traded securities, and other factors generally pertinent to the valuation of financial instruments. In regards to the warrants issued in our financings, Management and the board of directors consider market price quotations, recent stock offering prices and other factors in determining fair market value for purposes of valuing the common stock. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model with the various weighted average assumptions, including dividend yield, expected volatility, average risk-free interest rate and expected lives.

Stock Compensation.

We account for stock-based employee compensation arrangements using the fair value method in accordance with the provisions of the FASB ASC 718, “Compensation-Stock Compensation”. It requires that the fair value of employees awards issued, modified, repurchased or cancelled after implementation, under share-based payment arrangements, be measured as of the date the award is issued, modified, repurchased or cancelled. The resulting cost is then recognized in the statement of earnings over the service period.

We periodically issue common stock for acquisitions and services rendered. Common stock issued is valued at the estimated fair market value, as determined by our management and board of directors. Management and the board of directors consider market price quotations, recent stock offering prices and other factors in determining fair market value for purposes of valuing the common stock. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the various weighted average assumptions, including dividend yield, expected volatility, average risk-free interest rate and expected lives.

FASB Establishes Accounting Standards Codification ™

Basis of Presentation - Development Stage Company

The Company has been obtaining the requisite approvals from the Chinese government and since inception, has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Entities”, as set forth in ASC 205-915. Among the disclosures required by ASC 205-915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations and other comprehensive income (loss), owner’s equity and cash flows disclose activity since the date of the Company’s inception.

Use of estimates in the preparation of financial statements

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. On an ongoing basis, we evaluate our estimates which are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions. The following accounting policies require significant management judgments and estimates:

Impairment of long-lived assets . We assess the potential impairment of long-lived assets and identifiable intangibles under the guidance of ASC 360-15, "Accounting for the Impairment or Disposal of Long-Lived Assets." which states that a long-lived asset should be tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset exceeds its fair value. An impairment loss is recognized only if the carrying amount of the long-lived asset exceeds its fair value and is not recoverable.

Deferred income taxes. The Company accounts for income taxes in accordance with ASC 740 which requires that deferred tax assets and liabilities be recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, ASC 740 requires recognition of future tax benefits, such as carry forwards, to the extent that realization of such benefits is more likely than not and that a valuation allowance be provided when it is more likely than not that some portion of the deferred tax asset will not be realized.

Foreign currency translation. Our reporting currency is the US dollar. Our functional currency is United States dollars (“US$”), and the functional currency of our Hong Kong subsidiary is Hong Kong dollars (“HK$”). The functional currency of our PRC operating entities is the Renminbi (“RMB’), and PRC is the primary economic environment in which our businesses operate. Assets and liabilities are translated into U.S. Dollars at the year end exchange rates and records the related translation adjustments as a component of other comprehensive income (loss). Revenue and expenses are translated using average exchange rates prevailing during the period. Foreign currency transaction gains and losses are included in current operations.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from these estimates.

Income Taxes

Moqizone Holdings Corporation, formerly Trestle Corporation, Inc., is a Delaware corporation and conducts all of its business through our Shanghai MoqiZone subsidiary. All business is conducted in PRC. As the Delaware holding company has not recorded any income for the year ended December 31, 2009 and 2008, it is not subject to any income taxes in the United States. Moqizone Holdings Limited was incorporated in the Cayman Islands. Under the laws of Cayman Islands, the Company is not subject to tax on income or capital gain. In addition, payment of dividends by Moqizone Holdings Limited is not subject to withholding tax in the Cayman Islands.

Under the current Hong Kong Inland Revenue Ordinance, MoqiZone Hong Kong is subject to 16.5% income tax on its taxable income generated from operations in Hong Kong. Additionally, payments of dividends by MoqiZone Hong Kong to us are not subject to any Hong Kong withholding tax.

The new Enterprise Income Tax Law (or EIT Law) imposes a unified income tax rate of 25.0% on all companies established in China. Shanghai MoqiZone and the VIE are subject to 25% PRC income tax. Under the new EIT Law, an enterprise established outside of the PRC with “de facto management bodies” within the PRC is considered as a resident enterprise and will normally be subject to the enterprise income tax at the rate of 25.0% on its global income. The new EIT Law, however, does not define the term “de facto management bodies.” If the PRC tax authorities subsequently determine that we should be classified as a resident enterprise, then our global income will be subject to PRC income tax at a tax rate of 25.0%.

With the introduction of the EIT Law, China has resumed imposition of a withholding tax (10.0% in the absence of a bilateral tax treaty or new domestic regulation reducing such withholding tax rate to a lower rate). As MoqiZone Hong Kong is the sole shareholder of Shanghai MoqiZone, the dividends from Shanghai MoqiZone may be taxed at a reduced withholding tax rate of 5% per the Double Tax Avoidance Arrangement between Hong Kong and Mainland China.

Our PRC companies are subject to PRC business tax. We primarily pay business tax on gross revenues generated from online game operations, rentals, service fees and license fees. Our PRC operating companies pay business tax on their gross revenues derived from online game operations at a rate ranging from 3% to 5%, and this business tax is deducted from total revenues. In addition, our PRC subsidiaries pay a 5% business tax on the gross revenues derived from their contractual arrangements with our PRC operating companies, and these taxes are primarily recorded in operating expenses in accordance with our accounting policy.

Results of Operations

The following table shows the results of our business. All references to the results of operations and financial condition are those of Moqizone Holdings Corporation, formerly “Trestle Holdings, Inc.”

Comparison of Fiscal Year Ended December 31, 2009 and 2008

Year Ended December 31	2009			2008
Revenues	US$	1,372		US$	0

Cost of revenues	US$	0		US$	0

Gross profit	US$	1,372		US$	0

Depreciation and amortization expense	US$	53,902		US$	0

Selling, general and administrative expenses	US$	3,317,913		US$	913,157

Other income (expense)	US$	(20,040,393	)	US$	(325	)

Income taxes	US$	0		US$	0

Net Loss	US$	(23,441,283	)	US$	(913,482	)

Foreign currency translation adjustment	US$	3,723		US$	(5,577	)

Comprehensive income (Loss)	US$	(23,549,799	)	US$	(919,059	)

Revenues. Total revenues for the year ended December 31, 2009 were US $1,372. This was generated from the license fee of Netcafe Farmer during the fiscal year of 2009. Total revenues for the year ended December 31, 2008 were US$0. We are only in the initial stages of launching our business plan of providing online game contents of our participating games to those internet cafes installed with our WiMAX equipment and have joint into our MoqiZone WiMAX Network. In our 2009 fiscal year, management also continued to place a greater emphasis on aggregating content and building out our infrastructure. Management continued its emphasis on working to provide an online game content delivery via our platform. Management believes that our emphasis on development and expansion of overall platform will yield increased revenues in our 2010 fiscal year and beyond. Furthermore, management believes that over the next two years as we work towards growing and expanding our business penetration in Internet cafes throughout targeted cities in China, we will experience significant revenue growth. However, until we recruit a substantial number of WiMAX installed Internet cafes participating in our business, we will not be able to commence marketing or begin generating significant revenues.

Selling, general and administrative expenses. Selling, general and administrative expenses were approximately US$3.32 million for the year ended December 31, 2009 as compared to approximately US$913,000 for the year ended December 31, 2008, an increase of approximately US$2.40 million or 263%. The increase was mainly due to our active expansion of operations, including commercial deployment on December 15, 2009 in Chengdu, where we provided our WiMAX installation to the internet cafes free of charge, the consolidation of company operation in January 2009 and our increase of staffing as well as legal expenses, due diligence expenses and other professional expenses in relation to the Financings. Since January, 2009, we have gradually increased the number of staffing in various departments including, without limitation, sales and marketing, software programming, customer services as well as network deployment for site visits. We have had approximately 10 technical related staff in charge of base station build out, network deployment, game portal development, and data centre management, as well as research and development. We also have a team of approximately 5 people focusing on online games and other contents aggregation and 5 people on sales and marketing. Senior management now constitutes of approximately 10 people. We have also established branch offices in Chengdu as well as in Shanghai which office supervises our operations in Suzhou. Legal expenses were increased as we engaged our Chinese lawyers to assist with various aspects of our reorganization and our corporate development. In addition, we began to incur legal expenses related to various aspects related to maintaining our US public listing, including expenses related to our offering and reverse merger. Management expects that general and administrative expenses will continue rise as we continue to expand our operations. However, we believe that any increase will begin to be offset by our expected revenue growth.

Other expense. Interest expense, net of interest income was approximately US$100,000 for the year ended December 31, 2009, and the interest income for the year ended December 31, 2008 was US$240. Additionally, losses related to the amortization of certain placement fee associated with our convertible note financing was roughly US$58,000 for the year ended December 31, 2009 as compared to nil for the year ended December 31, 2008. Loss on foreign currency transactions was roughly US$14,000 for the year ended December 31, 2009, as compared to US$565 for the year ended December 31, 2008. Non cash item includes a change in fair value of warrants of approximately $19.87 million for the facial year of 2009.As a result, other expenses for the year ended December 31, 2009 and 2008 were approximately US$20.04 million and US$325 respectively.

Net loss. Net loss was approximately US$23.44 million for the year ended December 31, 2009, as compared to net loss of approximately US$913,000 for the year ended December 31, 2008, an increase of US$ 22.53 million. This increase was substantially due to loss associated with the change in fair value of the recently issued warrants and other expenses related to our recent reverse merger and financing. In fact, $19.87 million of this net loss was due to change in fair value of the warrants from our recent financing. In addition, the net loss also increased due to our commercial deployment in Chengdu on December 15, 2009, the consolidation of company operation in January 2009 and the increase of staffing as well as legal expenses, due diligence expenses, other professional expenses in relation to the Financings and the change in the fair value of the warrants. In the near term, Management believes that our net loss may actually increase until we begin to gain traction and start producing revenue from the delivery of online game content via our Network.

Foreign Currency Translation Adjustment. Our reporting currency is the US dollar. Our local currency, Renminbi (RMB), is our functional currency. Results of operations and cash flow are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period and equity accounts are translated at historical rate. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

Currency translation adjustments resulting from this process are included in accumulated other comprehensive income in the consolidated statement of shareholders' equity and amounted to a gain of US$3,723 and a loss of US$5,577 as of December 31, 2009, and 2008 respectively.

Comprehensive Loss. As a result of the above, the comprehensive loss, which adds the currency and dividend on preferred shares adjustments to Net Income, were roughly US$23.55 million for the year ended December 31, 2009, as compared to the comprehensive loss of approximately US$919,000 for the year ended December 31, 2008, an increase of US$22.63 million.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Results of Operations

For the three months ended March 31, 2010 and 2009

Three months ended March 31,	2010		2009
Revenues	$	1,585	$	-
Cost of revenues	$	-	$	-
Gross profit	$	1,585	$	-
Research & development expenses	$	95,698	$	-
Depreciation and amortization expense	$	43,032	$
Selling, general and administrative expenses	$	459,957	$	405,289
Other income (expense)	$	19,262,024	$	176
Income taxes	$	-	$	-
Net profit (Loss)	$	18,664,922	$	(405,113	)
Foreign adjustment	$	30,970	$	-
Comprehensive income (Loss)	$	18,695,892	$	(405,113	)

Revenues. Total revenues for the three months ended March 31, 2010 were $1,585, which was derived from Netcafe Farmer by Shanghai Moqizone. The Company is only in the initial stage of launching its business plan of providing its service to internet cafés. During the reporting period, the Company is aggregating content and expanding our infrastructure. There is no revenue from the sales of prepaid card yet and there is only little revenue generated from the provision of Netcafe Farmer. Management believes that as we expand our number of internet cafes and increase the amount of gaming contents, including the official launch of Tiger Tang 2 Game in approximately June 2010, we will be able to generate revenue from our prepaid game cards. Furthermore, management believes that over the next two years as we continue to grow and expand our business penetration in Internet cafes throughout targeted cities in China, we will begin to experience significant revenue growth.

Research and Development Expenses. The research and development expenses were approximately $96,000 for the three months ended March 31, 2010 as compared to no research and development expenses during the three months ended March 31, 2009. This is an increase of roughly $96,000. This increase was mainly attributable to the development of the Tiger Tang 2 Game. As of March 31, 2010, we had approximately 10 technical staff working on the development of Tiger Tang 2 and are also outsourcing certain development to third party developers.

Selling, General and Administrative Expenses. The Selling, General and Administrative expenses were approximately $460,000 and $405,000 for the three months ending March 31, 2010 and 2009, respectively. This is an increase of approximately $55,000 or 13.6%. Our general and administrative expenses for the three months ended March 31, 2010 and 2009 were attributable to costs associated with establishing, building, and supporting our infrastructure and included various consulting costs, legal and accounting fees and other professional fees related to establishing our business. As of March 31, 2010, we have had approximately 5 technical related staff in charge of base station build out, network deployment, software development, and data centre management. We also have a team of approximately 5 people specialized in product evaluation and product integration. We have around 8 people on sales and marketing. Our Finance and Administrative department has 4 people. Senior management now consists of 10 people. Our Chengdu office has 6 staff and MobiZone Hong Kong has 3 staff in its Hong Kong office. We anticipate that these costs will rise as we continue to expand our operations. However, we believe that any increase will begin to be offset by our expected revenue growth.

Interest income/ expense. Interest income for the three months ended March 31, 2010 was approximately $120 as compared to interest income of approximately $180 for the same period in 2009. This decrease of roughly $60 was mainly due to the foreign exchange translation.

Changes in Fair Value of Warrants. We accounted for our warrants issued to investors and placement agent as a result of our 2009 financing and conversion of the convertible note as derivative liabilities under ASC Topic 815 “Derivatives and Hedging” (formerly SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”), because it contains a “Down-round” protection that were applicable if we were to issue new shares of common stock or common stock equivalents at a price per share less than the exercise price of the Warrants. the “Down-round protection” provision is not considered to be an input to the fair value of a fixed-for-fixed option on equity shares which lead to the Warrants to fail to be qualified as indexed to the Company’s own stock and then fail to meet the scope exceptions of ASC Topic 815. Therefore, we accounted for the Warrants as derivative liabilities under ASC Topic 815. Pursuant to ASC Topic 815, derivative should be measured at fair value and re-measured at fair value with changes in fair value recorded in earnings at each reporting period.

As a result, the Company recognized a gain of approximately $19,300,000 which was related to the change in the fair value of warrants issued in conjunction with our 2009 financing and the conversion of the convertible note on August 31, 2009 preferred stock and the market price of the common stock underlying such warrants at March 31, 2009. No such loss was recorded for the three months ended March 31, 2009.

Liquidated damages for ineffective registration statement. On June 1 and August 11, 2009, the Company entered into Registration Rights Agreement with the Investors (the “Investor RRA”) of the private financings we closed on those same dates. Under the Investor RRA, the Company was required to prepare and file a registration statement for sale of the Common stock issuable to the investors and holders of the Series A Preferred Stock no later than thirty (30) days after the completion of the Trestle Reverse Split, which occurred on August 31, 2009. Additionally, the Company was required to use its best efforts to obtain effectiveness of the Registration Statement with respect to all Registrable Securities no later than one hundred and fifty (150) days (January 28, 2010) after the completion of the Reverse Split

Since the registration statement was not declared effective by the SEC by January 28, 2010, the Company began accruing liquidated damages for $22,900 (or 2 percent of $1,145,000 of the state value of the outstanding Series A Preferred Stock outstanding as of January 28, 2010) for each month that the registration statement was not declared effective by the SEC (up to a maximum of 10%). As of March 31, 2010, the company had accrued $45,800 of liquated damages. The company is currently planning to speak with the Series A shareholders concerning an adjustment and/or cancelation of these damages. No such loss was recorded for the three months ended March 31, 2009.

Gain/Loss on foreign currency translation. Loss on foreign currency transactions was roughly $5,000 for the three months ended March 31, 2010. No such loss was recorded for the three months ended March 31, 2009.

As a result, other income for the three months ended March 31, 2009 was approximately $19,200,000 as compared to other income of approximately $180 for the three months ended March 31, 2009. This increase was primarily attributed to gain associated with the change in fair value of the recently issued warrants.

Net income . Net income for the three months ended March 31, 2010, was approximately $18,665,000. This net income was substantially due to the gain of approximately $19,300,000 related to the change in the fair value of warrants issued in conjunction with our 2009 financing and the conversion of the convertible note on August 31, 2009. Without this non-cash gain, the company would have had a net loss of roughly $635,000 for the period. Aside from gains or losses associated with changes in the fair value of our warrants, , Management believes that our net income may actually decrease until we begin to gain traction and start producing revenue from our prepaid gaming cards and the delivery of digital entertainment via our network. Net loss was roughly $405,000 for the three months ended March 31, 2009. This net loss was substantially due to the Selling, General and Administrative expenses described above. The net loss was also mainly attributable to the consolidation of company operation in January 2009 and to the increase of staffing.

Foreign Currency Translation Adjustment. Our reporting currency is the US dollar. The functional currency of our PRC operating entities including Shanghai Moqizone and SZ Mellow is RMB. Results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

Currency translation adjustments resulting from this process are included in accumulated other comprehensive income in the consolidated statement of shareholders’ equity and amounted to a gain of approximately $31,000 at March 31, 2010 and nil for the three months ended march 31, 2009.

Comprehensive Gain/ Loss. As a result of the above, the comprehensive gain, which adds the currency adjustment to Net Income, was roughly $18,696,000 for the three months ended March 31, 2010. For the three months ended March 31, 2009, the comprehensive loss was roughly $405,000.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

DIRECTORS AND EXECUTIVE OFFICERS

The following table and text set forth the names and ages of all directors and executive officers as of June 16, 2010 . The Board of Directors is comprised of only one class. All of the directors will serve until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. To date we have not had an annual meeting. There are no family relationships among our directors and executive officers (except Lawrence Cheung and Leo Cheung; Leo Cheung is the younger brother of Lawrence). Also provided herein are brief descriptions of the business experience of each director, executive officer and advisor during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.

In connection with the Share Exchange, Mr. Stoppenhagen resigned as our Interim President as of June 5, 2009; each of our directors tendered their resignation as one of our directors on that same day. Our Board of Directors appointed Cheung Chor Kiu Lawrence (Lawrence Cheung) to serve as our Chief Executive Officer. Messrs. Lawrence Cheung and Benjamin Chan were nominated to serve as our directors with such appointment to be effective on June 19, 2009. Mr. Paul Lu was appointed as our director on November 3, 2009.

Name	Age	Position	Business Experience

EXECUTIVE
OFFICERS
& DIRECTORS

Lawrence Cheung	42	Chairman of the Board of Directors	Mr. Lawrence Cheung is one of the founders of MobiZone Hong Kong.

		Chief Executive Officer	2007-Current
			Lawrence found MobiZone Hong Kong in 2007 and since then has been acting as the director of MobiZone Hong Kong.

			2005-2007
			Lawrence found MobiTech Limited in 2005, which was the predecessor of MobiZone Hong Kong and was the CEO of MobiTech.

			2002-2005
			Lawrence found MobiChannel Limited in 2002 and was the CEO of MobiChannel. MobiChannel was an online game marketing and promotion company which subsequently merged into MobiTech in 2005.

			2000-2002
			Lawrence was the Chief Operating Officer of Gamania Digital Entertainment Ltd., which is the leading online game company in Taiwan and was appointed as the Chief Operation Officer of Garmania Hong Kong Limited and NC Gamania Limited, the latter is a joint venture between Gamania Group and Korean leading online game company NCsoft, Corporation. Lawrence was also involved in the IPO of Gamania Digital Entertainment Ltd. in Taiwan

			1998-2000
			Lawrence established the first interactive TV company and foreign ISP in Shanghai to deliver video on demand services..

			1996-1998
			Lawrence acted as the Finance Director of J Walter Thompson Advertising Ltd in Shanghai.

			1994-1996
			Lawrence was appointed as the Audit Manager at KPMG Shanghai.

			Lawrence has a BSC with honors from University of Bradford, England, and 3 years Chartered Accountants Training in England (ICAEW).

Benjamin Chan	36	Director and Company Secretary	Mr. Benjamin Chan is one of the founders of MoqiZone Hong Kong.

		Vice President of Finance	2009-Current
			Benjamin is appointed as the Director of MobiZone Hong Kon and is in charge of legal, corporate finance as well as investor relations.

			2002-Current
			Benjamin was also involved in MobiChannel, MobiTech and MobiZone Hong Kong together with Lawrence as the corporate legal advisor as well as financial controller.

			Benjamin is also a director of various Hong Kong companies including Digital Dynasty Company Limited, an IT equipment trading company and MediConcepts Limited, a medical device manufacturing company based in Hong Kong.

			2000-2003
			Benjamin is a qualified Australian barrister and solicitor and has practiced in the telecom media and technology sector. His professional highlights include the successful tendering of the first pay television broadcasting license in Hong Kong as well as involving into many other local listing activities. He was also a corporate consultant for various listed companies in Hong Kong from 2000 to 2003.

			Benjamin holds a Bachelor of Commerce Degree, majoring in finance and account, and a Bachelor of Laws Degree from the University of Melbourne, Victoria, Australia.

Paul Lu	45	Director	2008 - present, a managing director of Twin Oaks Capital LLC.

			2005 to present, the chairman and director of Green Power (Baoding) Limited, a business involved in renewable energy

			2000-2005, Woo A Mart Product Inc. VP Operation, A Taiwan-based sporting goods manufacture and wholesaler. Customers includes Walmart, K-Mart, Target, Costco, Big 5, Sports Chalet. Established its USA office and distribution center in Los Angeles, California

			1999-2000 Kenmark USA Co., LTD, A Taiwan RTA furniture manufacturer. GM Kenmark USA Co. Ltd. Establish its US office in Chicago to service its US customers

SIGNIFICANT
EMPLOYEES

Zhang, Xin Hua	46	Shanghai MoqiZone Director	Mr. Zhang is one of the founders of MoqiZone Hong Kong.

			2005- Current
			Mr. Zhang has been involved in MobiTech and MobiZone Hong Kong since 2005 together with Lawrence. Mr. Zhang is currently a director of Tai Ji and is in charge of the MoqiZone WiMAX Network deployment as well as overlooking our Beijing operations.

			Prior 2008
			Mr. Zhang was also formerly the chief representative of Beijing Quantum Limited, a ISP company incorporated in Beijing specializing Radio Spectrum business.

			He was the founder of Beijing Wei Wan Communication Ltd. which specialized in personal mobile data communication and paging. Previous employment includes general manager of network development division of Jin Zhong Hua of the Xin Tai Group, Executive manager of Beijing Yitelian, and Communication Equipment Factory Manager in BJ Electronics Development Ltd.

			Mr. Zhang graduated in 1984 from Beijing Postal and Telecom University with a major in computing and communication.

Sam Huang	57	Chief Technology Officer	Mr. Huang is one of the founders of MoqiZone Hong Kong

			2005- Current
			Mr. Huang has been involved in MobiTech and MobiZone Hong Kong since 2005 together with Lawrence and is currently in charge of our technology development department, MoqiZone WiMAX Network operations as well as our gaming platform development.

			Prior 2008
			Mr. Huang was formerly CTO of Beijing Quantum Limited deploying 3.5GHz WiMAX technology and has over 20 years experience in network management and planning. He was the deputy general manager in Wai Te Mobile Communication Ltd., prior to telecom industry, he was the investment manager for Hong Kong Macau Investment Group, and Manager for Hangzhou Mechanical Tools Factory.

			Mr. Huang has a degree in material engineering.

Leo Cheung	37	Vice President of	May 2009-Current
		Sales and Marketing	Leo is in charge of our Sales and Marketing Department and Shanghai Moqizone operations.

			2007- April 2009
			Leo joined another online game company Optic Communications, which is a subsidiary of CDC Corporation (NASDAQ:CHINA) as Project Director of "The Lord of the Rings Online" and Director of Marketing until May 2009.

			2005-2006
			Having 3 years experience in organizing E-sports tournament, Leo then joined Shanda Interactive Entertainment (NASDAQ:SNDA) in Year 2005 as Director of E-sports department and Manager of Channel Development of the IPTV Division.

			2002-2004
			Leo was the founder of the 2 national licensed China Electronic Sports Tournament Organization, namely China Internet Gaming (CIG) and China E-sports Games (CEG).

Sun, Qi	46	Consultant	2008-Current
		Internet café Channel Development	Mr. Sun has a wide national network in the Internet café industry and will be supervising our business development and co-operation with Internet cafes. Mr. Sun is currently the Chairman of the Beijing Internet Café Association.

			Prior 2008
			Mr. Sun has over 10 years of experience in the online game industry and was one of the founders and management of a major Beijing Internet café chain operation from 2002 to 2008.

Calvin Ng	36	Vice President of System and Information	Mr. Calvin Ng is one of the founders of MoqiZone Hong Kong.
		Control
			2005-Current
			Calvin is in charge of all of our system and documents control, as well as corporate information control. Calvin was also involved in MobiTech and MobiZone Hong Kong together with Lawrence in promoting the company services to internet cafes.

			Prior 2005
			Calvin was the founder of Green Digital, the biggest Internet Café association in China representing China Telecom’s Internet Café chain in 2002, Calvin has over 6 years in the internet café business in China and has developed software which is used in most internet cafés in China.

Wu Qing Quo	42	Vice President of Government Relationships.	Mr. Wu's responsibility is to overlook the internal and external security affairs of the Company. Mr. Wu has been working with various government departments for a long time and will be extremely valuable when the Company expand its footprints to unfamiliar provinces.

Vivian Qian	39	Financial Controller	August 2009-Current
			Ms. Vivian Qian is acting as the Financial Controller of the Company.

			August 2008-July 2009
			Prior to joining MoqiZone, Vivian is the Chief Financial officer of worked in a solar product manufacturing company where she was responsible for financial operations.

			January 2002-July 2008
			Vivan was promoted as the Audit Partner of KPMG Shanghai since July 2005 and prior to that, Vivian was acting as the Audit Senior Manager & Head of an audit department working with affiliates of US, European and Asian public companies, as well as domestic Chinese companies listed on the China and overseas markets.

			Vivian is a member of the Chinese Institute of Certified Public Accounts.

Chris Wong	37	Business Strategist	October 2008-Current
			Mr. Chris Wong is acting as the company business analysis formulating business strategies of the Company to position our overall business development.

			Chris Wong was employed as the business analysis for China Youth Foundation (a company listed on the main board of the Hong Kong Stock Exchange)

			Mr. Wong also worked for Shanda Interactive Entertainment (NASDAQ:SNDA) as the personal assistant to the Chairman and CEO.

			He is a consultant in the “Society of Industry Leader” for Vista Research, a business of Standard & Poor’s. He has an MBA from University of Bradford, England and membership from the Institute for the Management of Information Systems in 2002.

CORPORATE GOVERNANCE

Presently, we are not required to comply with the director independence requirements of any securities exchange. In determining whether our directors are independent, however, we intend to comply with the rules of the New York Stock Exchange Alternext Exchange, or the AMEX. The board of directors also will consult with counsel to ensure that the board of director’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors, including those adopted under the Sarbanes-Oxley Act of 2002 with respect to the independence of future audit committee members. The AMEX listing standards define an “independent director” generally as a person, other than an officer of a company, who does not have a relationship with the company that would interfere with the director’s exercise of independent judgment.

Currently we do not satisfy the “independent director” requirements of the American Stock Exchange, which requires that a majority of a company’s directors be independent. Our board of directors intends to appoint additional members, each of whom will satisfy such independence requirements.

Due to our lack of operations and size prior to the Share Exchange, we do not have an Audit Committee. Furthermore, we are currently quoted on the OTC Bulletin Board, which is sponsored by the NASD, under the symbol “MOQZ” and the OTCBB does not have any listing requirements mandating the establishment of any particular committees. For these same reasons, we did not have any other separate committees during fiscal 2008; all functions of a nominating committee, audit committee and compensation committee were performed by our sole director.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

We strive to provide our named executive officers with a competitive base salary that is in-line with their roles and responsibilities when compared to peer companies of comparable size in the same or similar locality.

It is not uncommon for companies with operations primarily in China operations to have base salaries and bonuses as the sole and only form of compensation. The base salary level is established and reviewed based on the level of responsibility, the experience and tenure of the individual and the current and potential contributions of the individual. The base salary is compared to similar positions within comparable peer companies and with consideration of the executive’s relative experience in his or her position. Based on an evaluation of available information with respect to the base salaries of executives of our competitors, the base salary and bonus paid to our named executive officers is in line with our competitors. Base salaries are reviewed periodically and at the time of promotion or other changes in responsibilities.

We plan to implement a more comprehensive compensation program appropriate for executives of a public company, which takes into account other elements of compensation, including without limitation, short and long term compensation, cash and non-cash, and other equity-based compensation such as stock options. We expect that such compensation programs shall be comparative to our competitors in the industry and aimed to retain and attract talented individuals.

Executive Compensation

Trestle Executive and Director Compensation Information

Pursuant to a consulting agreement that we maintained with Venor, Inc., a consulting company over which Mr. Stoppenhagan is a principal, we paid Venor $61,000, $36,000 and $12,000 in 2007, 2008 and 2009, respectively as cash compensation for Mr. Stoppenhagen’s services as our Interim President and Secretary; additionally, Mr. Stoppenhagen received a $500 allowance per month for office expenses. Mr. Stoppenhagan did not receive any other compensation - not in the form of stock awards, stock options, or any other form.

Our directors did not receive any other compensation – not in the form of stock awards, stock options, or any other form.

SUMMARY COMPENSATION TABLE

Name and Principal Position			Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non- Equity Incentive Plan Compensation Earnings ($)		Non- qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Eric Stoppenhagen Interim President			2009	$	14,000		-		-		-		-		-		-	$	14,000	(1)

Eric Stoppenhagen Interim President			2008	$	42,000		-		-		-		-		-		-	$	42,000	(1)
	(1)	Mr. Stoppenhagen received $3,000 per month as cash compensation for his services as our Interim President and Secretary; additionally, Mr. Stoppenhagen received a $500 allowance per month for office expenses. His office allowance is included in his compensation amounts.

Moqi Executive and Director Compensation Information

DIRECTOR COMPENSATION

Name

Fees

Earned or

Paid in

Cash

($)

Stock

Awards

($)

Option

Awards

($)

Non-

Equity Incentive

Plan Compensation

Ear n ings ($)

Non-

qualified

Deferred

Compensation

Earnings ($)

All Other

Compensation

($)

Total

($)

Paul Lu

3,833

As of December 31 2008, the total salary accrued for Lawrence Cheung was $183,333. As MobiZone Hong Kong was still not revenue generating and was seeking financing, Lawrence Cheung agreed to waive all their accrued salary prior to the Financings for the benefit of the Investors of the Fianncings.. No salary or any other compensation was accrued for Mr. Chan in 2008.

As of December 31, 2009, Mr. Lawrence Cheung is entitled to approximately $111,262 for 2009 and Mr. Lawrence Cheung has received approximately $52,154 and $59,108 remains unpaid. Mr. Benjamin Chan is entitled to $83,447 for 2009 and has received $42,593 and $40,854 remains unpaid. The amounts that Messrs Lawrence Cheung and Benjamin Chan are entitled to represent their director fees and their respective executive officer role as Chief Executive Office and VP of Finance. Paul Lu will be paid approximately $1,900 per month as his director fees only.

Grants of Plan-Based Awards and Outstanding Equity Awards at Fiscal Year-End

We did not grant any options or awards to any of our named executive officers during our last two completed fiscal years nor did any of our executive officers exercise any such options or awards during such period.

Employment Agreements

We do not currently have any employment agreements with our executive officers, but intend to enter into employment agreements at market rates as determined by the board of directors and confidentiality agreements with our executive officers.

Retirement/Resignation Plans

We do not have any plans or arrangements in place regarding the payment to any of our executive officers following such person’s retirement or resignation.

Director Compensation

We have not paid our directors fees in the past for attending scheduled and special meetings of our board of directors. In the future, we may adopt a policy of paying independent directors a fee for their attendance at board and committee meetings. We reimburse each director for reasonable travel expenses related to such director's attendance at board of directors and committee meetings.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non- Equity Incentive Plan Compensation Earnings ($)		Non- qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Lawrence Cheung, CEO	2009	$	111,262		-		-		-		-		-		-	$	111,262	(1)
Lawrence Cheung, CEO	2008	$	0		-		-		-		-		-		-	$	0	(2)
Benjamin Chan	2009	$	83,447		-		-		-		-		-		-	$	83,447	(3)
Benjamin Chan	2008	$	0													$	0	(4)
Paul Lu	2009	$	3,833		-		-		-		-		-		-	$	3,833	(5)
Paul Lu	2008	$	0		-		-		-		-		-		-	$	0	(6)

	(1)	Mr. Lawrence Cheung is entitled to approximately $111,262 for 2009, approximately $52,154 of which has been received and $59,108 remains unpaid; Mr. Cheung agrees that such salary will not be paid to him until the Company’s cash position improves. The amount that Mr. Cheung is entitled to represents his director fees and his executive officer role as Chief Executive Office.
	(2)	No salary was paid in cash to the CEO Lawrence Cheung or any of the officers and directors in 2008. Lawrence Cheung had accrued salary of $183,333 for the fiscal year ended December 31, 2008, but all such outstanding salary was waived before the Financings.
	(3)	Mr. Benjamin Chan is entitled to $83,447 for 2009, $42,593 of which has been received and $40,854 remains unpaid. Mr. Chan agrees that such salary will not be paid to him until the Company’s cash position improves. The amount that Mr. Chan is entitled to represents his director fees and his executive officer role as VP of Finance.
	(4)	Mr. Chan did not receive any compensation for 2008.
	(5)	Paul Lu was paid approximately $1,916 per month as his director fees only, starting from November 3, 2009.
	(6)	Paul Lu did not receive any compensation for 2008 since he was appointed as a director on November 3, 2009.

Grants of Plan-Based Awards and Outstanding Equity Awards at Fiscal Year-End

Employment Agreements

Retirement/Resignation Plans

We do not have any plans or arrangements in place regarding the payment to any of our executive officers following such person’s retirement or resignation.

Compensation of Directors

Both Lawrence Cheung and Benjamin Chan were paid approximately $23,000 p.a. as their director fees in additional to their respective executive officer role as Chief Executive Office and VP of Finance, and this amount is included in the total amount listed in the table above. Paul Lu was paid approximately $1,900 per month ($23,000 p.a.) as his director fees only, since he was appointed as a director on November 3, 2009.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Currently, we have only two directors who also serve as our executive officers. We have not yet designated any committees for our board of directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of June 16 , 2010, we had a total of 13,695,724 shares of Common Stock.

The following table sets forth, as of June 16 , 2010: (a) the names and addresses of each beneficial owner of more than five percent (5%) of our Common Stock known to us, the number of shares of Common Stock beneficially owned by each such person, and the percent of our Common Stock so owned currently; and (b) the names and addresses of each director, executive officer and significant employee, the number of shares our Common Stock beneficially owned, and the percentage of our Common Stock so owned, by each such person, and by all of our directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of our Common Stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of Common Stock, except as otherwise indicated. Individual beneficial ownership also includes shares of Common Stock that a person has the right to acquire within 60 days from May 20, 2010.

Pursuant to the terms of the Share Exchange Agreement, Eric Stoppenhagan resigned as our Interim President, effective immediately. All of our current directors tendered their resignation as our directors, which resignations were effective on June 19, 2009, the tenth day after mailing of a Schedule 14f-1 pursuant to Rule 14f-1 of the Securities Exchange Act of 1934, as amended to our stockholders. On June 5, 2009, our Board of Directors appointed Cheung Chor Kiu Lawrence (Lawrence Cheung) to serve as the Chairman of our board and our Chief Executive Officer effective as of the close of the Share Exchange, and nominated Benjamin Chan to serve as our other director with such appointment to be effective on the tenth day after mailing the Schedule 14f.

The Company also appointed Paul Lu to be our director with such appointment being effective on November 3, 2009

Unless otherwise noted, the principal address of each of the directors, officers and director nominee listed below is 7A-D Hong Kong Industrial Building, 444-452 Des Voeux Road West, Hong Kong.

Name	Current Amount and Nature of Beneficial Ownership (1)			Current Percentage of Outstanding Shares (1)
MKM Opportunity Master Fund, Ltd (2)		1,272,286	(3)		8.81	%

JSDWay Digital Technology (Samoa) Co., Ltd. (44)		704,008			5.15	%

Cheung Chor Kiu Lawrence (Lawrence Cheung)		8,556,092	(5)		62.60	%

Benjamin Chan		-			-

Lu Lo, Hsi-Kuang		184,150			1.35	%

All Directors, Executive Officers and Director Nominees after the Share Exchange, As a Group		8,740,242			63.95	%

(1)

The numbers are based on 13,667,764 shares of common stock outstanding. All Percentages have been rounded up to the nearest one hundredth of one percent and such percentage is based upon the amount of outstanding our common stock. All share ownership figures include shares of our Common Stock issuable upon securities convertible or exchangeable into shares of our Common Stock within sixty (60) days of May 20, 2010, which are deemed outstanding and beneficially owned by such person for purposes of computing his or her percentage ownership, but not for purposes of computing the percentage ownership of any other person.

(2)

The person having voting, dispositive or investment powers over MKM is David Skirloff, Authorized Agent. The address of Strategic is c/o Trestle Holdings, Inc., P.O. Box 4198, Newport Beach, CA 92661-4198.

(3)

This number represents: (i) 494,530 shares of Common Stock MKM held in Trestle prior the Share Exchange, assuming the Reverse Split is effected; (ii) an aggregate of 277,778 shares of common stock underlying the Series A Preferred Stock pursuant to the Financing; (iii) an aggregate of 111,100 shares of common stock underlying the Series C Preferred Stock that MKM shall receive upon conversion of the Series C Preferred Stock pursuant to the Financing; (iv) 138,889 shares of common stock underlying the Series A Warrants; (v) 138,889 shares of common stock underlying the Series B Warrants; (vi) 55,550 shares of common stock underlying the Series C Warrants; and (vii) 55,550 shares of common stock underlying the Series D Warrants.

	(4)	The person having voting, dispositive or investment powers over JSDWay Digital Technology (Samoa) Co., Ltd. is JSDWay Digital Technology Company Limited, a Taiwan incorporated corporation. The address of JSDWay is c/o Equity Trust (Samoa) Limited, Equity Trust Chambers, P.O. Box 3269, Apia, Samoa.

		JSDWAY Digital Technology Co. LTD purchased a 36% interest in the Company for $166,011 with cash to maintain its percentage ownership at 43% after the capitalization of $294,860 payable to Lawrence Cheung in 2007, described above. At the same time, The Company purchased computer software for $157,000 from JSDWAY Digital Technology Co. LTD for our platform technology development.LTD. The transaction from the Company’s point of view was carried out on an arms-length basis.

		The seller of the software has responsibilities to test the software and process one-month maintenance. As there was no significant abnormal operation, the company agreed to accept the purchase. The seller is also responsible for providing the company with the after-sell service for 3 years and guaranteeing that to its knowledge, none of the Licensee Licensed Intellectual Property infringes upon or misappropriates the rights of any Third Party nor is infringed upon or misappropriated by any Third Party or its property.

(5)

After the Share Exchange, 900,000 of Mr. Cheung’s shares are subject to an escrow agreement pursuant to which such shares are to be released back to Mr. Cheung and/or to the Investors of the Financing, based upon certain performance targets as set forth in the Share Exchange Agreement dated March 15, 2009. In addition, Of the 8,556,092 shares that Mr. Cheung currently owns, he plans to transfer 5,235,883 shares to the following persons, subject to such persons achieving certain performance requirements under agreements to be entered into during the 1st or 2nd quarter of 2010. These proposed transfers and the prospective transferees are as follows: approximately 656,646 shares to Goodstand Holdings, Ltd., a company currently owned by Mr. Cheung, the shares of which will be transferred to Sam Huang – the Company’s Chief Technical Officer; approximately 1,553,770 shares to Cheerman Investment Ltd., a company currently owned by Mr. Cheung, the shares of which will be transferred to Zhang Xin Hua – the Company’s General Manager; approximately 1,477,483 shares to Bright Clever Holdings Ltd., a company currently owned by Mr. Cheung, the shares of which will be transferred to Zheng Wei; approximately 1,147,984 shares to Red Path Limited, and these shares will be transferred to Benjamin Chan – Vice President of Finance; approximately 400,000 shares to Calvin Ng– Vice President of System Control; After these transfers, Mr. Cheung will continue to own approximately 2,420,209 shares.

Change in the Control

As a result of consummation of the transactions under the Share Exchange Agreement, Trestle owns 100% of the capital stock of MoqiZone Cayman which, in turn owns 100% of the capital stock of MoqiZone Hong Kong and its wholly-owned Shanghai MoqiZone subsidiary. The former stockholders of MoqiZone Cayman own an aggregate of 10,743,000 shares of Trestle common stock or approximately 95% of its outstanding Trestle common stock after giving effect to the transactions under the Share Exchange Agreements but before giving effect to dilution resulting from the conversion by investors of any of their shares of Series A Preferred Stock or the exercise of any of the Warrants issued and to be issued in the MoqiZone Hong Kong Unit offering.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

The Performance Shares

Under the terms of the Share Exchange Agreement, all of the shareholders of MoqiZone Cayman who are members of our senior management have deposited in an escrow account an aggregate of 900 shares of the Series B Preferred Stock (which were automatically converted into 900,000 shares of Trestle common stock). These shares (the “Performance Shares”) will be delivered to the management group shareholders only in the event that the Company achieves certain performance targets over the twelve consecutive months commencing July 1, 2009 and ending June 30, 2010 (the “Measuring Period”). If $6,000,000 or more raised in the Financing, then: (i) in the event that we realize at least $19,171,000 of reported revenues by the end of the twelve month Measuring Period, all of the Performance Shares will be released to the management group, and (ii) in the event that less than $19,171,000 of reported revenues are realized by the end of the twelve month Measuring Period, a pro-rata portion of the Performance Shares shall be distributed to the purchasers of the Units offered hereby, based upon 0.2347 Performance Shares for each USD $1.00 that the actual revenues achieved by the end of the Measuring Period shall be less than the $19,171,000 Target Revenue, or 45,000 Performance Shares for each 1% of $19,171,000 ($191,710) by which the actual revenues shall be less than the Target Revenue. If less than $6,000,000 is raised in the Financing, then: (i) in the event that we realize at least $10,450,000 (the “Lower Target Revenue”) in reported revenues by the end of the twelve month Measuring Period, all of the Performance Shares will be released to the management group and (ii) in the event that less than $10,450,000 of reported revenues are realized by the end of the twelve month Measuring Period, a pro-rata portion of the Performance Shares shall be distributed to the purchasers of the Units offered hereby, based upon 0.4306 Performance Shares for each USD $1.00 that the actual revenues achieved by the end of the Measuring Period shall be less than the Lower Target Revenue, or 45,000 Performance Shares for each 1% of $10,450,000 ($104,500) by which the actual revenues shall be less than the Lower Target Revenue.

Any Performance Shares distributable from the escrow will be made within ten business days after the final calculations with respect to the distribution of the Performance Shares are made, and will be distributed to investors in the MoqiZone Hong Kong financing on a pro-rata basis by which the amount of securities purchased by each investor bears to the total amount of securities sold. Performance Shares not distributed to investors will be returned to the management group at the end of the Measuring Period.

The Performance Warrants

Certain of the members of our senior management will be, under the terms of the Share Exchange Agreement, entitled to receive three year warrants to purchase 900,000 shares of Trestle common stock, exercisable at $1.80 per share (the “Performance Warrants”) in the event that our audited net income as of the date that is 24 months after the Final Closing of the Financing shall equal or exceed $21,560,000, assuming that we complete this Offering with the sale of at least 600 Units for $6,000,000. If however, we complete the Offering for an aggregate amount less than $6,000,000, than such persons shall only be entitled to receive the Performance Warrants in the event that our audited net income as of the date that is 24 months after the Final Closing of the Financing equals or exceeds $5,000,000.

We are in the process of creating a list of senior executive s who will be entitled to the Performance Warrants.

Lock Up Agreements

All of the Trestle shares of common stock to be owned by the management shareholders will be restricted from public or private sale for a period of twelve months following the effective date of the registration statement registering the Series B Conversion Shares and Warrant Shares for resale under the Securities Act of 1933, as amended; following such twelve month period, management shall be allowed to sell up to 1/12 of their holdings each month for the next twelve months.

Review, Approval and Ratification of Related Party Transactions

We have not entered into any transactions during the last two fiscal years with any director, executive officer, director nominee, 5% or more shareholder, nor have we entered into transactions with any member of the immediate families of the foregoing person (include spouse, parents, children, siblings, and in-laws) nor is any such transaction proposed, except as follows:

Director Independence

Presently, we are not required to comply with the director independence requirements of any securities exchange. In determining whether our directors are independent, however, we intend to comply with the rules of the New York Stock Exchange Alternext Exchange, or the AMEX. The board of directors also will consult with counsel to ensure that the Board of Director’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors, including those adopted under the Sarbanes-Oxley Act of 2002 with respect to the independence of future audit committee members. The AMEX listing standards define an “independent director” generally as a person, other than an officer of a company, who does not have a relationship with the company that would interfere with the director’s exercise of independent judgment.

Computer Software Purchase

Prior to the JSDWAY’s purchase of 36% interest for $ 166,011 and the capitalization of $294,860 payable to Lawrence Cheng in 2007, Lawrence Cheng owned 57% interest of MoqiZone Hong Kong, while JSDWAY Digital Technology Co. LTD owned 43% interest. After the $294,860 payable to Lawrence Cheung was capitalized, the interest that Lawrence Cheung held increased accordingly. In order to maintain the ownership percentage at the same level, which was 43%, JSDWAY Digital Technology Co. LTD put in additional paid-in capital for $166,011 with cash, which represents 36% interest in the Company. This purchase of software was carried out on a cash basis.

At the same time of JSDWAY putting in additional paid-in capital, the Company purchased computer software for $157,000 in cash from JSDWAY Digital Technology Co. LTD for our platform technology development.

The management has adopted FASB ASC 850-10-50-5 to determine whether the transaction was not carried out on an arms-length basis. According to FASB ASC 850-10-50-5, transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist and representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. Therefore, the transaction from the Company’s point of view was not carried out on an arms-length basis.

During the reverse merger on June 1, 2009, JSDWay sold all of its 43% interest at Mobizone Hong Kong to Lawrence at nominal value in exchange of Lawrence transferring the Series B Preferred Shares to JSDWay. After further negotiation, the parties have agreed that JSDWay will get 1 million common shares of the total common shares converted from the Series B Preferred Stock, of which 704,008 shares have been issued to JSDWay, and the other 295,992 shares are currently held under Mr. Cheung’s name and will be released to JSDWay, upon JSDWay bringing in contents and supporting the gaming market development.

ITEM 11 A. MATERIAL CHANGES

None.

ITEM 12. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

None.

Item 12A. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by that director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether that indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.

Delaware		95-4217605
(State or jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Large accelerated filer	Accelerated filer
Non-accelerated filer	Smaller reporting company x
(Do not check if a smaller reporting company)

Title of each class of securities to be registered	Amount to be Registered(1)		Proposed maximum offering price per share (2)		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, $0.001 par value			$		$		$
Common Stock underlying Series A preferred (3)		636,112		8.00		5,088,896		1,274.74
Common Stock issued on Conversion of Series A Preferred (4)		2,111,111
Common Stock underlying Warrants (5)		2,747,228		8.00		21,977,824		1,226.36

Common Stock underlying Placement Agent Warrants		582,779		8.00		4,662,232		270.41
Total		6,077,230			$	31,728,952	$	2712.88

Item 3. Summary		4

Item 4. Use of Proceeds		25

Item 5. Determination of Offering Price		25

Item 6. Dilution		25

Item 7. Selling Security Holders		25

Item 8. Plan of Distribution		29

Item 9. Description of Securities		32

Item 10. Interests of Named Experts and Counsel		36

Item 11. Information with respect to the Registrant		37

Item 11A. Material Changes		69

Item 12. Incorporation of Certain Information by Reference		69

Item 12A. Disclosure of Commission Position on Indemnification for Securities Act Liabilities		69

Part II		69

Item 13. Other Expenses of Issuances and Distribution		69

Item 14. Indemnification of Directors and Officers		69

Item 15. Recent Sales of Unregistered Securities		70

Item 16. Exhibits and Financial Statement Schedule		71

Item 17. Undertakings		72

Common stock being offered by Selling Stockholders		Up to approximately 6,077,230 shares of common stock 1

OTCBB Symbol		MOQZ

Risk Factors		The securities offered by this prospectus are speculative and involve a high degree of risk and investors purchasing securities should not purchase the securities unless they can afford the loss of their entire investment. See “Risk Factors” beginning on page 13.

	Three months ended March 31,						Years ended December 31,
	2010			2009			2009			2008

Revenues	$	2		$	-		$	1		$	-

Gross profit		2			-			1			-
Net profit (Loss)		18,665			(405	)		(23,441	)		(913	)
Foreign adjustment		31			-			4			(6	)

Comprehensive income (Loss)		(18,696	)		(405	)		(23,550	)		(919	)

	As of March 31,			As of December 31,
	2010			2009			2008

Balance Sheet Data:
Current Assets	$	1,889		$	666		$	18
Total assets		2,741			1,565			466
Total Current Liabilities		6,547			25,889			1,187
Total Liabilities		6,547			25,889			1,187
Total Stockholders’ Deficiency	$	(3,806	)	$	(24,324	)	$	(721	)

	MoqiZone Network			Traditional Revenue Model
Allocation of Revenues	Revenue Share Percentage			Revenue Share Percentage
Online game software provider		25	%		20	%
Online game publisher		29	%		36	%
Telecom Internet data center		0	%		5	%
Regional prepay card distributor		0	%		8	%
Inner-city prepaid card distributor		0	%		8	%
Regional marketing and promotions		3	%		10	%
Internet café income		13	%		8	%
MoqiZone revenue retention		25	%		0	%
Taxes		5	%		5	%
Total		100	%		100	%

	Report Findings	Implications and Importance to our business evaluation
l	China has 69.31 million online gamers, up 24.8% from 2008	Online game is still a growing business in China

l	Large-scale casual game and MMORPG (i.e. Massivs (Massivel) Multiplayer Online Role-Playing Game) users account for 67.9% and 61% of the total respectively, up 19.8% and 11% from the previous year, while 38.9% of total users are female	Causal game and MMORPG are still the major trend in China online games business. This influence the selection of our gaming contents

l	Students comprise 37.2% of online gamers, with 46.1% of the online gamers between the ages of 10-19, the report said	The demographic is important for marketing campaign planning execution.

l	By the end of June, 222 million of China's 338 million Internet users used online video sites, up 23.8% year-on-year	Our business intends to include other forms of digital entertainment contents other than online gaming in the near future and the trend of such contents is vital to our business planning

l	Home use and internet cafe remain to be the major venues for online gaming, the ratio of user is 79.7% and 59.6% respectively	Our major business revenue will be generated from internet café and therefore such statistic is important to our business evaluation.

l	The value of Internet café sales channel increases gradually. Internet café becomes the most important online game point cards selling point with 52.8% slightly higher than traditional convenience store.	Our major business revenue will be generated from prepaid sold in internet cafés and therefore such statistic is important to our valuation.
l	Ratio of internet café in Farming district is higher than those in major cities, internet café users ratio in farming district is 69.4% higher than 57.9% in major cities	Farming districts will be the next great leap to our business development strategy as the local GDP as the living standard gradually increases since the cost of WiMAX deployment will be lower versus fixed line. The developed cities in China will become saturated although ARPU is still relatively higher in the developed cities.

l	Internet café monitor policy further strengthen, 46.4% teenage users choose internet café for internet gaming, with 25.7% choose internet café as the major online gaming location.	Our MoqiZone WiMAX Network by virtue is a close virtual private network and therefore allows us to closer monitor any contents to be distributed to our internet cafes, as a result, we can provide necessary information to the relevant authorities on a need basis.

Year	Cities	Cumulative Internet Cafés		Cumulative Cities		MoqiZone Network coverage as a % of total Internet Cafés
2010	Beijing, Chengdu, Hangzhou, Nanjing, Suzhou, Chongqing, Yangzhou, Zhenjiang, Jinhua, Ningbo, Kunming, Fuzhou, Xiamen, Qingdao, Jinan		11,400		15		7.5	%
2011	Shanghai, Guangzhou, Shenzhen, Zhuhai, Dongguan, Nanning, Hefei, Wuhu, Wuhan, Changsha, Xian, Shijiazhuang, Shenyang, Dalian, Harbin, Guangzhou, Wenzhou, Wuxi, Changshou, Nanchang, Lanzhou, Zhengzhou, Luoyang, Datong, Hainan, etc.		20,206		40		13.5	%
2012	Seven cities per month		35,000		124		23.0	%

Chief Executive Officer			1
Chief Technology Officer			1
Shanghai Office Manager and Financial Controller			1
Vice Presidents (Finance, Sales and Marketing, Technology Development and System Control)			4
Product Development Department			5
Business Development Department			1
Marketing and Promotion Department			2
Internet café Channel Development Department			7
Software Development, Technology and R&D Department			3
Finance Department			3
Human Resources and Administration Department			2
Design Department			2
MIS Department			1
Customer Services			2
Consultant			2
TOTAL			37

Report of Independent Registered Public Accounting Firm	F-3

Financial Statements	F-4

Balance Sheets	F-4

Statements of Operations	F-5

Statement of Members' Equity	F-6

Statements of Cash Flows	F-7

Notes to Financial Statements	F-8

Balance Sheets	F-19

Statement of Operations	F-20

Statement of Members’ Equity

Consolidated Statements of Cash Flows	F-21

Notes to Unaudited Financial Statements	F-22

Paritz & Company, P.A.	Hackensack, New Jersey 07601 (201)342-7753 Fax: (201) 342-7598 E-Mail: paritz @paritz.com

Certified Public Accountants

	December 31,			December 31,
	2009			2008

ASSETS
Current assets:
Cash	$	584,300		$	18,286
Prepayments, deposits and advances		80,180			-
Due from related parties		1,071			-
Total current assets		665,551			18,286

Property and equipment, net		899,247			198,717

Loan receivable		-			249,284

Total assets	$	1,564,798		$	466,287

LIABILITIES
Current liabilities:
Accounts payable	$	58,339		$	66,237
Other payables and accruals		202,468			13,013
Accrued directors’ fees		228,901			771,420
Interest payable		85,707			-
Warrant liabilities		25,313,369			-
Convertible loan payable		-			316,437
Due to related parties		58			20,374
Total current liabilities	$	25,888,842		$	1,187,481

Shareholders’ deficit
Common stock , par value $0.001, 40,000,000 share authorized, 13,620,260 issued and outstanding at December 31 2009 and capital at 2008	$	13,620		$	514,027
Series A preferred shares, par value $0.001, 15,000 authorized, 1,145 and none issued and outstanding at December 31, 2009 and 2008, respectively		1			-
Additional paid-in capital		447,355			-
Deficit accumulated during development stage		(24,784,055	)		(1,230,533	)

Accumulated other comprehensive income/(loss) – foreign exchange adjustment		(965	)		(4,688	)
Total shareholders’ deficit		(24,324,044	)		(721,194	)

Total liabilities and shareholders’ deficit	$	1,564,798		$	466,287

	For the years ended December 31,						From inception (August 29, 2007) to
	2009			2008			December 31, 2009
REVENUE	$	1,372		$	-		$	1,372

COSTS AND EXPENSES:
Research and development expense		(30,447	)		-			(30,447	)
Depreciation and amortization expense		(53,902	)		-			(53,902	)
Selling, general and administrative expense		(3,317,913	)		(913,157	)		(4,548,138	)
LOSS FROM OPERATIONS		(3,400,890	)		(913,1570			(4,631,115	)

OTHER (EXPENSES)/INCOME:
Interest expense, net of interest income		(100,092	)		240			(99,835	)
Change in fair value of warrants		(19,867,901	)		-			(19,867,901	)
Amortization of placing fees of convertible notes		(58,115	)		-			(58,115	)
Loss on foreign currency transactions		(14,285	)		(565	)		(14,850	)
TOTAL OTHER EXPENSES		(20,040,393	)		(325	)		(20,040,701	)

NET LOSS	$	(23,441,283	)	$	(913,482	)	$	(24,671,816	)

Dividend on preferred shares		(112,239	)		-			(112,239	)

NET LOSS APPLICABLE TO COMMON SHAREHOLDERS		(23,553,522	)		(913,482	)		(24,784,055	)

Foreign currency translation		3,723			(5,577	)		(965	)

COMPREHENSIVE LOSS		(23,549,799	)		(919,059	)		(24,785,020	)

Net income per share:
Basic	$	(5.31	)	$	(1.30	)	$	(10.81	)

Diluted	$	(5.31	)	$	(1.30	)	$	(10.81	)

Weighted average number of shares used in computation:
Basic		4,433,418			703,794			-

Diluted		4,433,418			703,794			-

	Ordinary shares (US$0.001 par value)						Series A						Additional			Accumulated other			Deficit accumulated during			Total
	Number of shares			Par value			preferred shares			Paid-in Capital			paid-in capital			comprehensive income/(loss)			development stage			shareholders’ deficit
Balance as of August 29, 2007		-		$	-		$	-		$	-		$	-		$	-		$	-		$	-

Capital contribution											316,003												316,003
Net loss																				(317,051	)		(317,051	)
Foreign exchange translation difference																	889						889
Balance as of December 31, 2007		-			-			-			316,003			-			889			(317,051	)		(159	)

Capital contribution											166,011												166,011
Capital issued for directors’ fees											32,013												32,013
Net loss																				(913,482	)		(913,482	)
Foreign exchange translation difference																	(5,577	)					(5,577	)
Balance as of December 31, 2008		-			-			-			514,027			-			(4,688	)		(1,230,533	)		(721,194	)

Recapitalization of Trestle Holdings, Inc.		179,115,573			179,116						(514,027	)		334,911									-
Reverse split		(178,411,779	)		(178,412	)								178,412									-
Conversion of series B preferred stock		10,743,000			10,743									(10,743	)								-
Capital issued for directors’ fees														771,563									771,563
Amortized placement agent fee														(436,385	)								(436,385	)
Conversion of loan to preferred shares								5						4,944,995									4,945,000
Initial take-up of warrant liability		-												(5,447,575	)								(5,447,575	)
Conversion of preferred shares to common shares		2,111,111			2,111			(4	)														2,107
Net loss																				(23,553,522	)		(23,553,522	)
Foreign exchange translation difference																	3,723						3,723
Common stock issued for dividends		62,355			62									112,177						-			112,239
Balance as of December 31, 2009		13,620,260			13,620			1			0			447,355			(965	)		(24,784,055	)		(24,324,044	)

	For the years ended December 31,						From inception (August 29, 2007) to
	2009			2008			December 31, 2009
Operating activities:
Net loss	$	(23,441,283	)	$	(913,482	)	$	(24,671,816	)
Adjustments to reconcile net loss to net cash used in operating activities:
Capital issued for directors’ fees and officers’ salaries		-			32,013			292,883
Depreciation and amortization		53,902			-			53,902
Amortization of placement fees of convertible notes		58,115			-			58,115
Interest expenses		79,670			-			79,670
Warrant liabilities		19,867,901			-			19,867,901
Change in operating assets and liabilities:
Other receivables		(80,180	)		-			(80,180	)
Accounts payable		(7,898	)		30,137			58,339
Other payables and accruals		195,492			780,383			979,925
Accrued payroll		228,901			-			228,901
Due from/to related parties		(21,387	)		-			21,387
Net cash used in operating activities		(3,066,767	)		(70,949	)		(3,153,747	)

Investing activities:
Acquisition of property and equipment		(752,183	)		(158,417	)		(950,900	)
Net cash used in investing activities		(752,183	)		(158,417	)		(950,900	)

Financial activities:
Loan receivable		249,284			(249,284	)		-
Borrowing of convertible notes payable		4,450,500			316,437			4,766,937
Repayment of convertible notes		(316,437	)		-			(316,437	)
Payments to owners and officers		-			(22,851	)		20,374
Capital contribution		-			166,011			221,144
Net cash provided by financing activities		4,383,347			210,313			4,692,018

Effect of exchange rate on cash		1,617			(5,311	)		(3,071	)

Net increase in cash		566,014			(24,364	)		584,300

Cash, beginning of year		18,286			42,650			-

Cash, end of year	$	584,300		$	18,286		$	584,300

Supplement disclosure of cash flow information
Interest paid		21,008			-			21,008

Supplement disclosure of non cash transactions
Issuance of stock for dividends	$	112,239		$	-		$	112,239
Warrant liability incurred in connection with convertible note		25,313,369			-			25,313,369
Forgiveness of director’s fee		771,563			(0	)

	2009			2008

Computers and related equipment		601,387			40,969
Office equipment		40,639			368
Software		291,514			157,380
Furniture and fixtures		17,360			-
		950,900			198,717
Less: accumulated depreciation		(51,653	)		-
Net book value		899,247			198,717

Date	Preferred Stock	Common Shares Issued		Dividend Value

12/31/2009	Series A		62,355	$	112,239

SEC registration fee	$	2,712.88
FINRA registration fee	$	6,450
Printing expenses	$	5,000
Fees and expenses of counsel for the Company	$	30,000
Fees and expenses of accountants for Company	$	10,000
Blue Sky fees and expenses	$	5,000
Miscellaneous	$	12,224
*Total	$	71,386.88

Exhibit No.		Document
3.1		Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the registration statement filed on May 21, 2010).

5.1		Opinion of Counsel

10.1		Form of Securities Purchase Agreement (Incorporated by reference to exhibit 10.1 of the Current Report on Form 8-K that we filed on June 3, 2009).

10.2		Form of 8% Exchangeable Note issued under Securities Exchange Agreement (Incorporated by reference to exhibit 10.2 of the Current Report on Form 8-K that we filed on June 3, 2009).

10.3		Form of Registration Rights Agreement (Incorporated by reference to exhibit 10.3 of the Current Report on Form 8-K that we filed on June 3, 2009).

10.4		Form of Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock (Incorporated by reference to exhibit 10.4 of the Current Report on Form 8-K that we filed on June 3, 2009).

10.5		Form of Certificate of Designation of the Relative Rights and Preferences of the Series B Convertible Preferred Stock (Incorporated by reference to exhibit 10.5 of the Current Report on Form 8-K that we filed on June 3, 2009).

10.6		Form of Series A Warrant (Incorporated by reference to exhibit 10.6 of the Current Report on Form 8-K that we filed on June 3, 2009).

10.7		Form of Series B Warrant (Incorporated by reference to exhibit 10.7 of the Current Report on Form 8-K that we filed on June 3, 2009).

10.8		Form of Pledge Agreement (Incorporated by reference to exhibit 10.8 of the Current Report on Form 8-K that we filed on June 3, 2009).

10.9		Form of Guaranty Agreement (Incorporated by reference to exhibit 10.9 of the Current Report on Form 8-K that we filed on June 3, 2009).

10.10		Form of Share Escrow Agreement (Incorporated by reference to exhibit 10.11 of the Current Report on Form 8-K that we filed on June 3, 2009).

10.11		Form of Exclusive Business Cooperation Agreement (Incorporated by reference to exhibit 10.1 of the Current Report on Form 8-K that we filed on September 25, 2009).

10.12		Netcafe Aquisition Agreement, including English translation (Incorporated by reference to Exhibit 10.12 of the Registration Statement filed on May 21,2010).

23.1		Consent of Paritz & Paritz

99.1		Press Release (Incorporated by Reference to Exhibit 99.1 on the Current Report 8-K that we filed on August 11, 2009).

		Moqizone Holding Corporation

	By:	/s/ Lawrence Cheung
		Lawrence Cheung Chief Executive Officer

/s/ Lawrence Cheung		Dated: June 16 , 2010
Lawrence Cheung
Chief Executive Officer, Acting Chief Financial Officer,
Acting Principal Accounting Officer and Chairman

/s/ Benjamin Chan		Dated: June 16 , 2010
Benjamin Chan, Director

/s/ Paul Lu		Dated: June 16 , 2010
Paul Lu, Director