-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CGmBNfmdjMLfSFo1svwFBZUL7mYdWFgH30YnAR/l9K26eziJ/s0UdA+eZCstJx2o 4lm9em6rd9HYLc9EIbdZdw== 0001140361-07-012663.txt : 20070620 0001140361-07-012663.hdr.sgml : 20070620 20070620103302 ACCESSION NUMBER: 0001140361-07-012663 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070620 DATE AS OF CHANGE: 20070620 GROUP MEMBERS: W HOLDINGS, LLC GROUP MEMBERS: W-NET, INC. GROUP MEMBERS: WOODMAN MANAGEMENT CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRESTLE HOLDINGS, INC. CENTRAL INDEX KEY: 0000904350 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 954217605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53359 FILM NUMBER: 07930347 BUSINESS ADDRESS: STREET 1: 1328 W. BALBOA BLVD. STREET 2: SUITE C CITY: NEWPORT BEACH STATE: CA ZIP: 92661 BUSINESS PHONE: 949-903-0468 MAIL ADDRESS: STREET 1: PO BOX 4198 CITY: NEWPORT BEACH STATE: CA ZIP: 92661-4198 FORMER COMPANY: FORMER CONFORMED NAME: TRESTLE HOLDINGS INC DATE OF NAME CHANGE: 20031003 FORMER COMPANY: FORMER CONFORMED NAME: SUNLAND ENTERTAINMENT CO INC DATE OF NAME CHANGE: 20010706 FORMER COMPANY: FORMER CONFORMED NAME: HARVEY ENTERTAINMENT CO DATE OF NAME CHANGE: 19940616 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEINER DAVID CENTRAL INDEX KEY: 0001127735 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SUNLAND ENTERTAINMENT CO INC STREET 2: 11835 W. OLYMPIC BLVD #550- CITY: LOS ANGELES STATE: CA ZIP: 90064 BUSINESS PHONE: 3104444100 MAIL ADDRESS: STREET 1: 3940 LAUREL CANYON BLVD STREET 2: SUITE 327 CITY: STUDIO CITY STATE: CA ZIP: 91604 SC 13D/A 1 formsc13da.htm DAVID WEINER SC 13D/A 6-14-2007 formsc13da.htm


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


SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*


Trestle Holdings, Inc.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

89530U105

(CUSIP Number)

Eric Stoppenhagen
c/o Trestle Holdings, Inc.
P.O.Box 4198
Newport Beach, CA 92661
(949) 673-1907

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 14, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent._____________________
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


(Page 1 of 10)

 
CUSIP No.  89530U105
 
Page 2 of 10 Pages
 
 
1.
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
David Weiner
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a) x  
(b) o  
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see Instructions)
 
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o 
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
______________
7.
    SOLE VOTING POWER
   
    3,500
8.
    SHARED VOTING POWER
   
    135,442,455
9.
    SOLE DISPOSITIVE POWER
   
    3,500
10.
    SHARED DISPOSITIVE POWER
   
    135,442,455
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
135,445,955
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
o 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
94.5% (1)
14.
TYPE OF REPORTING PERSON (see Instructions)
 
IN
 
(1) Based on the total number of shares of common stock outstanding (143,257,214), and the number of warrants and options of the beneficial owner that are exercisable within 60 days.
 

 
CUSIP No.  89530U105
 
Page 3 of 10 Pages
 
 
1.
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
W-Net, Inc.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a) x  
(b) o  
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see Instructions)
 
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o 
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California, USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH_
7.
    SOLE VOTING POWER
   
    0
8.
    SHARED VOTING POWER
   
    257,355
9.
    SOLE DISPOSITIVE POWER
   
    0
10.
    SHARED DISPOSITIVE POWER
   
    257,355
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
257,355
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
o
  
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
.1% (1)
14.
TYPE OF REPORTING PERSON (see Instructions)
 
CO
 
(1) Based on the total number of shares of common stock outstanding (143,257,214), and the number of warrants and options of the beneficial owner that are exercisable within 60 days.
 

 
CUSIP No.  89530U105
 
Page 4 of 10 Pages
 
 
1.
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
W Holdings, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a) x  
(b) o  
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see Instructions)
 
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
  
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California, USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH_
7.
    SOLE VOTING POWER
 
    0
8.
    SHARED VOTING POWER
   
   135,000,000
9.
    SOLE DISPOSITIVE POWER
   
    0
10.
    SHARED DISPOSITIVE POWER
   
    135,000,000
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
135,000,000
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
o 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
94.2% (1)
14.
TYPE OF REPORTING PERSON (see Instructions)
 
CO
 
(1) Based on the total number of shares of common stock outstanding (143,257,214), and the number of warrants and options of the beneficial owner that are exercisable within 60 days.
 

 
CUSIP No.  89530U105
 
Page 5 of 10 Pages
 
 
1.
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Woodman Management Corp.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a) x  
(b) o  
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see Instructions)
 
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o 
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California, USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
    SOLE VOTING POWER
   
    0
8.
    SHARED VOTING POWER
   
    185,100
9.
    SOLE DISPOSITIVE POWER
   
    0
10.
    SHARED DISPOSITIVE POWER
   
    185,100
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
185,100
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
o 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1% (1)
14.
TYPE OF REPORTING PERSON (see Instructions)
 
CO
 
(1) Based on the total number of shares of common stock outstanding (143,257,214), and the number of warrants and options of the beneficial owner that are exercisable within 60 days.
 

 
This Amendment No. 2 to Schedule 13D amends certain Items of the Schedule 13D (the “Original Schedule 13D”) and Amendment No. 1 to the Original Schedule 13D (the Original Schedule 13D, as amended by Amendment No. 1 to the Original Schedule 13D, is hereby referenced herein as “Schedule 13D”) previously filed by David Weiner, a citizen of the United States, W-Net, Inc., a California corporation, and Woodman Management Corporation, a California corporation, as follows:
 
Item 2.  Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

This statement is being filed jointly by W-Net, Inc., a California corporation (“W-Net”), Woodman Management Corporation, a California corporation (“WMC”), David Weiner, a citizen of the United States, and W Holdings, LLC, a California limited liability company (“Holdings”). W-Net and WMC are both consulting firms.  Holdings is in an investment holding company.  David Weiner is an investment consultant for, and is the sole shareholder, director and officer of, each of W-Net and WMC. W-Net owns a majority of the membership interests of Holdings and Mr. Weiner is its sole manager.

The principal address for Mr. Weiner, W-Net, WMC and Holdings is 3490 Laurel Canyon Blvd., Suite 327, Studio City, California 91604.

During the last five years, neither Mr. Weiner, W-Net, WMC nor Holdings have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended to add the following paragraph:
 
On June 14, 2007, W-Net contributed to Holdings 135,000,000 shares of the Common Stock of the Company, as a capital contribution. W-Net owns a majority of the membership interests of Holdings and Mr. Weiner is its sole manager. In such capacity, Mr. Weiner shares (with Holdings) the power to dispose or direct disposition of, or to vote or to direct the vote of, the securities held by Holdings.
 
Item 4.  Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to add the following:

Reference is made to the disclosure set forth under Item 5 of this Schedule 13D, which disclosure is incorporated herein by reference.

Item 5.  Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

Reference is made to the disclosure set forth under Items 3 and 4 of this Schedule 13D, which disclosure is incorporated herein by reference.

6


As of June 14, 2007, Mr. Weiner beneficially owned 135,350,500 shares of the Company’s Common Stock, which includes 3,500 shares of Common Stock which Mr. Weiner personally holds, 185,100 shares of Common Stock which are held by WMC, 161,900 shares of Common Stock which are held by W-Net, and 135,000,000 shares of Common Stock which are held by Holdings. W-Net also owns directly warrants (immediately exercisable) to purchase 95,455 shares of the Company’s Common Stock. Mr. Weiner is an investment consultant for, and is the sole director and officer of, each of W-Net and WMC. W-Net owns a majority of the membership interests in Holdings and Mr. Weiner is its sole manager. In such capacities, Mr. Weiner shares (with each of W-Net, WMC and Holdings, respectively) the power to dispose or direct disposition of, or to vote or to direct the vote of, the securities held by each of W-Net, WMC and Holdings. Assuming a total of 143,257,214 shares of the Company’s Common Stock outstanding as of June 14, 2007, the shares beneficially held by Mr. Weiner, W-Net, WMC and Holdings constitute approximately 94.5% of the shares of the Company’s Common Stock issued and outstanding.  Mr. Weiner has the sole power to vote and dispose of the shares held by him personally.

As of June 14, 2007, W-Net beneficially owned 161,900 shares of the Company’s Common Stock and warrants to purchase 95,455 shares of Common Stock, which are fully vested and exercisable as of the date hereof (the “W-Net Shares”).  Assuming a total of 143,257,214 shares of the Company’s Common Stock outstanding as of June 14, 2007, the W-Net Shares constitute approximately 0.1% of the shares of the Company’s Common Stock issued and outstanding.

As of June 14, 2007, WMC beneficially owned 185,100 shares of the Company’s Common Stock, and assuming a total of 143,257,214 shares of the Company’s Common Stock outstanding as of June 14, 2007, such shares constitute approximately 0.1% of the shares of the Company’s Common Stock issued and outstanding.

As of June 14, 2007, Holdings beneficially owned 135,000,000 shares of the Company’s common stock, and assuming a total of 143,257,214 shares of the Company’s common stock outstanding as of June 14, 2007, such shares constitute approximately 94.2% of the shares of the Company’s common stock issued and outstanding.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

Reference is made to the disclosure set forth under Items 3, 4 and 5 of this Schedule 13D, which disclosure is incorporated herein by reference.
 
As of June 14, 2007, Mr. Weiner beneficially owned 135,350,500 shares of the Company’s Common Stock, which includes 3,500 shares of Common Stock which Mr. Weiner personally holds, 185,100 shares of Common Stock which are held by WMC, 161,900 shares of Common Stock which are held by W-Net, and 135,000,000 shares of Common Stock which are held by Holdings. W-Net also owns directly warrants (immediately exercisable) to purchase 95,455 shares of the Company’s Common Stock. Mr. Weiner is an investment consultant for, and is the sole director and officer of, each of W-Net and WMC. W-Net owns a majority of the membership interests in Holdings and Mr. Weiner is its sole manager. In such capacities, Mr. Weiner shares the power to dispose or direct disposition of, or to vote or to direct the vote of, the securities held by each of W-Net, WMC and Holdings. Assuming a total of 143,257,214 shares of the Company’s Common Stock outstanding as of June 14, 2007, the shares beneficially held by Mr. Weiner, W-Net, WMC and Holdings constitute approximately 94.5% of the shares of the Company’s Common Stock issued and outstanding.  Mr. Weiner has the sole power to vote and dispose of the shares held by him personally.

7

 
Item 7.  Material to be Filed as Exhibits.

Exhibit No.

 
1
Joint Filing Agreement.

8


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule 13D is true, complete and correct.

 
W-Net, Inc.
 
a California corporation
     
     
Dated: June 20, 2007
/s/ David Weiner
 
 
By:  David Weiner
 
Its:  President
     
     
 
David Weiner, an individual
     
     
Dated: June 20, 2007
/s/ David Weiner
 
     
     
 
Woodman Management Corporation
 
a California corporation
     
     
Dated: June 20, 2007
/s/ David Weiner
 
 
By:  David Weiner
 
Its:  President
     
     
 
W Holdings, LLC
 
A California limited liability company
     
     
Dated: June 20, 2007
/s/ David Weiner
 
 
By:  David Weiner
 
Its:  Manager

9


EXHIBIT INDEX

Exhibit No.

 
Joint Filing Agreement.
 
 
10

EX-1 2 ex1.htm EXHIBIT 1 ex1.htm

 
EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
 
 
 
W-Net, Inc.
 
a California corporation
     
     
Dated: June 20, 2007
/s/ David Weiner
 
 
By:  David Weiner
 
Its:  President
     
     
 
David Weiner, an individual
     
Dated: June 20, 2007
/s/ David Weiner
 
     
     
 
Woodman Management Corporation
 
a California corporation
     
     
Dated: June 20, 2007
/s/ David Weiner
 
 
By:  David Weiner
 
Its:  President
     
     
 
W Holdings, LLC
 
A California limited liability company
     
     
Dated: June 20, 2007
/s/ David Weiner
 
 
By:  David Weiner
 
Its:  Manager

 

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