-----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, C50ZXhmfwRcd5RgD+SEPW+hwG3E8lXiz8qdawO5WYLFVZdAxOiVtMb8MMPv/BQrO SvYfXhN23qIE5Fmsl53z3g== 0001140361-08-020148.txt : 20080825 0001140361-08-020148.hdr.sgml : 20080825 20080825164128 ACCESSION NUMBER: 0001140361-08-020148 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20080825 DATE AS OF CHANGE: 20080825 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: 081037042 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 TRESTLE HOLDINGS SC13DA 8-20-2008 formsc13da.htm


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



SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*


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)

August 20, 2008

(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 £.


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 8)

 
 
CUSIP No.  89530U105
 
Page 2 of 8 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) T 
(b) £ 
3
SEC USE ONLY
4
SOURCE OF FUNDS (see Instructions)
 
OO
5
CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
£ 
 
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
 
442,455
9
SOLE DISPOSITIVE POWER
 
3,500
10
SHARED DISPOSITIVE POWER
 
442,455
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
445,955
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
£ 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.3%(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 8 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) T 
(b) £ 
3
SEC USE ONLY
4
SOURCE OF FUNDS (see Instructions)
 
OO
5
CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
£ 
 
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)
£ 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
.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 4 of 8 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) T 
(b) £ 
3
SEC USE ONLY
4
SOURCE OF FUNDS (see Instructions)
 
OO
5
CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
£ 
 
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
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
£ 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0% (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 8 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) T 
(b) £ 
3
SEC USE ONLY
4
SOURCE OF FUNDS (see Instructions)
 
OO
5
CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
£ 
 
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)
£ 
 
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. 3 to Schedule 13D amends certain Items of Schedule 13D and Amendments No. 1 and No. 2 to Schedule 13D previously filed by David Weiner, a citizen of the United States (“Weiner”), W-Net, Inc., a California corporation (“W-Net”), Woodman Management Corporation, a California corporation (“WMC”, and W Holdings, LLC, a California limited liability company (“Holdings”), as follows:


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 August 20, 2008, pursuant to a Share Purchase Agreement dated August 19, 2008, by and between Holdings and MKM Capital Opportunity Fund Ltd. (“MKM”), Holdings sold to MKM 114,605,772 shares of the Issuer’s common stock, for aggregate cash consideration equal to $475,000. W-Net owns a majority of the membership interest in Holdings and Weiner is its sole manager.  Weiner, W-Net, WMC or Holdings are not affiliated with MKM and have no equity or other interest therein, and have not had any business or other relationship therewith, except for the transaction contemplated by the Share Purchase Agreement.

Also on August 20, 2008, W-Net assigned to MKM all of its right, privilege, benefit and remedies in, to and under that certain Revolving Promissory Note dated March 26, 2008 and expiring on September 30, 2008, executed and issued by the Issuer for the benefit of W-Net.

Also on August 20, 2008, pursuant to a Membership Interest Repurchase Agreement dated August 19, 2008, by and between Holdings and Strategic Turnaround Equity Partners, LP (“Strategic”), Holdings repurchased 33.33% of its Membership Interests from Strategic, the other member (other than W-Net) of Holdings, in exchange for 20,394,228 shares of the Issuer’s common stock and $75,507.  Weiner, W-Net, WMC or Holdings are not affiliated with Strategic and have no equity or other interest therein, and have not had any business or other relationship therewith, except for Strategic’s original investment in Holdings and the transaction contemplated by the repurchase of membership interests.

The purpose of the transactions by Holdings was to dispose of its interests in the Issuer.

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.

As of August 20, 2008, Weiner beneficially owned 445,955 shares of common stock, which includes 3,500 shares of common stock which Weiner personally holds, 185,100 shares which are held by WMC and 161,900 shares which are held by W-Net. W-Net also owns directly warrants (immediately exercisable) to purchase 95,455 shares of the Issuer’s common stock. Weiner is an investment consultant for, and is the sole director and officer of, each of W-Net and WMC. As of August 20, 2008, Holdings holds 0 shares of the Issuer’s common stock, W-Net owns all of the membership interest of Holdings, and Weiner is the sole manager of Holdings. In such capacities, 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 Issuer’s common stock outstanding as of August 20, 2008, the shares held by Weiner, W-Net, WMC and Holdings constitute approximately 0.3% of the shares of the Issuer’s common stock issued and outstanding.  Mr. Weiner has the sole power to vote and dispose of such shares.

 
6

 

As of August 20, 2008, W-Net beneficially owned 161,900 shares of the Issuer’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 Issuer’s common stock outstanding as of August 20, 2008, the W-Net Shares constitute approximately 0.2% of the shares of the Issuer’s common stock issued and outstanding.

As of August 20, 2008, WMC beneficially owned 185,100 shares of the Issuer’s common stock, and assuming a total of 143,257,214 shares of the Issuer’s common stock outstanding as of August 20, 2008, such shares constitute approximately 0.1% of the shares of the Issuer’s common stock issued and outstanding.

As of August 20, 2008, Holdings beneficially owned 0 shares of the Issuer’s common stock, and assuming a total of 143,257,214 shares of the Issuer’s common stock outstanding as of August 20, 2008, such shares 0.0% of the shares of the Issuer’s common stock issued and outstanding.

Except as set forth herein, there have been no other transactions in the class of securities reported that were effected during the past sixty days.

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 August 20, 2008, Weiner beneficially owned 445,955 shares of common stock, which includes 3,500 shares of common stock which Weiner personally holds, 185,100 shares which are held by WMC and 161,900 shares which are held by W-Net. W-Net also owns directly warrants (immediately exercisable) to purchase 95,455 shares of the Issuer’s common stock. Weiner is an investment consultant for, and is the sole director and officer of, each of W-Net and WMC. As of August 20, 2008, Holdings holds 0 shares of the Issuer’s common stock, W-Net owns all of the membership interest of Holdings, and Weiner is the sole manager of Holdings. In such capacities, 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 Issuer’s common stock outstanding as of August 20, 2008, the shares held by Weiner, W-Net, WMC and Holdings constitute approximately 0.3% of the shares of the Issuer’s common stock issued and outstanding.  Mr. Weiner has the sole power to vote and dispose of such shares.

 
7

 

Item 7.   Material to be Filed as Exhibits.

Exhibit No.

 
1
Joint Filing Agreement

 
2
Share Purchase Agreement dated August 19, 2008, by and between W Holdings, LLC and MKM Capital Opportunity Fund Ltd.

 
3
Assignment of Promissory Note dated August 19, 2008, by and between W-Holdings, LLC and MKM Capital Opportunity Fund Ltd.

 
4
Membership Interest Repurchase Agreement dated August 19, 2008, by and between W Holdings, LLC and Strategic Turnaround Equity Partners, LP

 
8

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.


 
W-Net, Inc.
 
 
A California corporation
 
       
       
Dated: August 22, 2008
/s/ David Weiner  
 
By:
David Weiner
 
 
Its:
President
 
       
       
       
 
David Weiner, an individual
 
       
       
Dated: August 22, 2008
/s/ David Weiner  
       
       
       
 
Woodman Management Corporation
 
 
A California corporation
 
       
       
Dated: August 22, 2008
/s/ David Weiner  
 
By:
David Weiner
 
 
Its:
President
 
       
       
       
 
W Holdings, LLC
 
 
A California limited liability company
 
       
       
Dated: August 22, 2008
/s/ David Weiner  
 
By:
David Weiner
 
 
Its:
Manager
 

 
9

 

EXHIBIT INDEX

Exhibit No.

 
Joint Filing Agreement

 
Share Purchase Agreement dated August 19, 2008, by and between W Holdings, LLC and MKM Capital Opportunity Fund Ltd.

 
Assignment of Promissory Note dated August 19, 2008, by and between W-Holdings, LLC and MKM Capital Opportunity Fund Ltd.

 
Membership Interest Repurchase Agreement dated August 19, 2008, by and between W Holdings, LLC and Strategic Turnaround Equity Partners, LP
 
 

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: August 22, 2008
/s/ David Weiner  
 
By:  David Weiner
 
Its:  President
     
 
David Weiner, an individual
Dated: August 22, 2008
/s/ David Weiner  
     
     
     
 
Woodman Management Corporation
 
A California corporation
Dated: August 22, 2008
/s/ David Weiner  
 
By:  David Weiner
 
Its:  President
     
     
 
W Holdings, LLC
 
A California limited liability company
Dated: August 22, 2008
/s/ David Weiner  
 
By:  David Weiner
 
Its:  Manager
 
 

EX-2 3 ex2.htm EXHIBIT 2 ex2.htm

EXHIBIT 2
 
SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 19, 2008, between W Holdings, LLC corporation (the “Seller”), and MKM Capital Opportunity Fund Ltd. (the “Purchaser”).

W I T N E S E T H:

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to buy from Seller, 114,605,772 shares (the “Shares”) of Trestle Holdings, Inc.’s (“Company”) common stock, par value $0.001 per share (the “Common Stock”), representing approximately 80.0% of Company’s issued and outstanding Common Stock.

NOW, THEREFORE, in consideration of and subject to the mutual agreements, terms and conditions herein contained the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

1.             SUBSCRIPTION FOR AND PURCHASE OF SHARES

1.1           Purchase of Shares.   Subject to the terms and conditions set forth herein, Purchaser hereby subscribes for and agrees to purchase, and Seller hereby agrees to sell, assign, transfer and deliver to Purchaser, the Shares for an aggregate consideration of $475,000 (the “Purchase Price”).

1.2           Deposit.  In connection with the LOI and this contemplated Agreement, the Purchaser has deposit with the Seller One-Hundred Thousand Dollars ($100,000) of the Aggregate Purchase Price (the “Deposit”) in anticipation of the closing of the transactions contemplated herein. The Deposit shall be fully refundable if, on or prior to August 19, 2008, the Purchaser decides, for whatever reason whatsoever not to pursue the transactions contemplated herein.  In such event, the Purchaser shall notify the Seller in writing and the Seller will immediately return the funds as instructed.  The Deposit shall be non-refundable after August 19, 2008 and shall be to the property of the Seller.

1.3           Closing Date. The closing of the transactions contemplated hereby shall take place at the offices of Stubbs Alderton & Markiles, LLP, 15260 Ventura Blvd., 20th Floor, Sherman Oaks, California 91403, at 10:00 a.m. PDT, on August 19, 2008, or at such other location, date and time, as may be agreed upon between Purchaser and Seller, or by facsimile or other electronic means (such closing being called the “Closing” and such date and time being called the “Closing Date).

1.4           Delivery.  At the Closing, (i) Seller shall deliver to Purchaser or its designee a certificate or certificates registered solely in Purchaser’s name representing the Shares, (ii) the Purchaser shall deliver the Purchase Price, less the Deposit, by wire transfer of immediately available funds to the account designated in Exhibit A, and (iii) Seller shall retain the Deposit delivered on the date hereof.

1.5           Legend.  (a) The certificate or certificates representing the Shares shall bear a legend restricting transfer under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledging the restrictions on transfer set forth herein, such legend shall be substantially in the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAW.  NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) THE HOLDER SHALL DELIVER TO COMPANY AN OPINION OF ITS COUNSEL, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO COMPANY AND REASONABLY CONCURRED IN BY COMPANY’S COUNSEL, THAT SUCH PROPOSED TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

(b) Company agrees (i) to remove the legend set forth in Section 1.4(a) upon receipt of an opinion of Purchaser’s counsel, reasonably concurred in by Company’s counsel within ten (10) business days of Company’s receipt of such opinion, that the Shares are eligible for transfer without registration under the Securities Act and (ii) to remove such legend at such time as the Shares are subject to an effective registration statement registering the Shares under the Securities Act.

 
 

 

2.             REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser that:

2.1    Organization.  Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws.  Company has the requisite corporate power to own and operate its properties and assets, and to carry on its business as presently conducted.  Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the business, assets, liabilities, operations or conditions (financial or otherwise) of Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”).  Purchaser acknowledges that Company has no business or operations.

2.2    Authorization.  Company has taken all corporate action necessary for the authorization, execution, delivery and performance of this Agreement and the authorization, sale, issuance and delivery of the Shares.  This Agreement constitutes the legal, valid, and binding obligation of Company enforceable in accordance with its terms, except to the extent limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application related to the enforcement of creditors’ rights generally and (b) general principles of equity, and except that enforcement of rights to indemnification contained herein may be limited by applicable federal or state laws or the public policy underlying such laws, regardless of whether enforcement is considered in a proceeding in equity or at law.

2.3    No Conflict.  The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under any provision of, Company’s Amended and Restated Certificate of Incorporation or Bylaws, as amended (“Organizational Documents”), or any mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Company or its properties or assets.

2.4    Capitalization.  (a) The authorized capital stock of Company consists solely of (i) 1,500,000,000 shares of Common Stock, of which 143,257,214 shares are issued and outstanding, and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued and outstanding.  All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and are not subject to any preemptive rights. The Shares, when issued at the Closing, will be duly authorized, validly issued, fully paid and nonassessable.

(b)  Except for warrants to purchase 816,014 shares of Common Stock, which are exercisable at ranges from $0.51 to $5.40 per share, and options to purchase 10,000 shares of Common Stock exercisable at $67.50 per share, Company has not issued or granted any outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of Company’s capital stock, any other commitments or agreements providing for the issuance of additional shares of Company’s capital stock, the sale of treasury shares or for the repurchase or redemption of shares of Company’s capital stock or any obligations arising from canceled stock of Company.  There are no agreements of any kind which may obligate Company to issue, purchase, register for sale or re-sale, redeem or otherwise acquire any of its securities or interests.  The issuance and sale of the Shares will not give rise to any preemptive rights or rights of first refusal on behalf of any person in existence on the date hereof.  There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to Company. There are no outstanding securities of Company, or contracts binding on Company relating to such securities, that give to their holders anti-dilution protections or similar rights. The issuance of the Shares will not give any other holder of Company’s securities the right to receive as a result of such issuance any additional securities or property or change any material rights enjoyed with respect to such securities.

 
2

 

(c) There are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the Shares known to the Company.

2.5    Compliance With Securities Laws.  Subject to and in reliance on the truth and accuracy of Purchaser’s representations and warranties set forth in this Agreement, the offer, sale and issuance of the Shares is exempt from the registration requirements of the Securities Act and any applicable state securities laws and neither Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

2.6    SEC Documents.  Company has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “SEC”) since December 31, 2007 (the “SEC Documents”).  As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  Company’s financial statements included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved and fairly present the consolidated financial position of Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of footnotes).  Except as disclosed in financial statements included in the SEC Documents, neither Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Company and its consolidated subsidiaries or in the notes thereto and which would reasonably be expected to have a Material Adverse Effect.

2.7    Absence of Certain Changes or Events.  Since the date of Company’s Quarterly Report on Form 10-QSB filed on August 7, 2008, which contains unaudited financial statements of Company prepared in accordance with the requirements of Form 10-Q, (a) Company has conducted its business in the ordinary course and (b) there has not been any action taken and there has not been any event which would require Company to amend or supplement any of the SEC Documents or to file a Current Report on Form 8-K.  Schedule 2.7 sets forth (i) the aggregate accounts payable, liabilities and other obligations of Company expected to be accrued through August 19, 2008, and (ii) the aggregate accounts payable, liabilities and other obligations of Company not expected to be accrued through August 19, 2008 but known to Company (including to any director, officer or employee of Company).  Schedule 2.7, and shall be updated on and as of the Closing Date by mutual agreement of the parties.
 
2.8    Governmental and Like Consents.  No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of Company is required in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the Shares or the consummation of any other transaction contemplated hereby, except such filings as may be required to be made with the SEC, the Over-the-Counter Bulletin Board or under applicable state securities laws.

2.9    Litigation.  Except as disclosed in the SEC Documents, there is no suit, action, or proceeding pending or affecting Company or any of its subsidiaries that, individually or in the aggregate, would reasonably be expected to (a) have a Material Adverse Effect, (b) impair Company’s ability to perform its obligations under this Agreement or (c) prevent the consummation of any of the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any governmental entity or arbitrator outstanding against Company or any of its subsidiaries having, or which, insofar as reasonably can be foreseen in the future have, any such effect.

 
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3.             REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller as follows:

3.1    Organization. Purchaser is duly organized and validly existing under the laws of Cayman, with all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted.

3.2    Authority. Purchaser has taken all corporate action necessary for the authorization, execution, delivery and performance of this Agreement.  This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms, except to the extent limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application related to the enforcement of creditors’ rights generally and (b) general principles of equity, and except that enforcement of rights to indemnification contained herein may be limited by applicable federal or state laws or the public policy underlying such laws, regardless of whether enforcement is considered in a proceeding in equity or at law.

3.3    Investment.  Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof.  Purchaser understands that the Shares have not been registered under the Securities Act and are being issued pursuant to an exemption from the registration requirements of the Securities Act.

3.4    Accredited Investor Status.  Purchaser is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and is (a) fully capable of evaluating the risks and merits associated with the execution of this Agreement and the purchase of the Shares, without qualification, and (b) able to bear the economic risk of its investment in the Shares, hold the Shares for an indefinite period of time and afford a complete loss of its investment.

3.5    Restricted Securities.   Purchaser understands that the Shares are restricted securities under the Securities Act insofar as they are being acquired from Company in a transaction not involving a public offering and that under the Securities Act and applicable regulations promulgated thereunder the Shares may be resold without registration under the Securities Act only in certain limited circumstances.  Purchaser is familiar with Rule 144 promulgated by the SEC, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

3.6    Director’s and Officer’s Insurance. Purchaser will maintain and keep effective Company’s existing Director’s and Officer’s Liability Insurance, in the form and containing the terms existing as of the date hereof, through September 30, 2008.  Additionally, Purchaser will not, for a period of one year following the Closing Date, change Company’s Organizational Documents regarding indemnification of directors and officers except as may be required by law.

3.7    Adverse Claims. Neither Purchaser (nor any of its principal stockholders or directors or executive officers): (a) has ever been party to any adverse action brought by the Securities and Exchange Commission or any similar state agency; (b) any material criminal proceeding regarding the purchase or sale of securities or other crimes, excluding only misdemeanor crimes; or (c) filed bankruptcy proceedings within the past five years.

3.8    Filing. Within two (2) days of the execution of this Agreement, Purchaser will provide the Company with the true and correct copy of the information needed to complete the information statement (the “Information Statement”) under Rule 14(f)(1) of the Securities Exchange Act of 1934, as amended, containing the information required therein to be filed by the Company in connection with this Agreement.

 
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4.             CONDITIONS PRECEDENT TO CLOSING

4.1            Conditions to Obligations of Purchaser.  Purchaser’s obligation to purchase the Shares pursuant to this Agreement is subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions:

(a)    Representations and Warranties. The representations and warranties of Seller under Section 2 of this Agreement shall be true, complete and correct on and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of such date, and Seller shall have certified to such effect to Purchaser in writing.

(b)    No Order Pending.  There shall be no order, ruling, judgment or decree in effect, including of any regulatory agency, which would enjoin or prohibit the transactions contemplated hereby.

(c)    Delivery of Stock Certificates. Seller shall have delivered a stock certificate or stock certificates representing the Shares.

(d)           Agreements, Conditions and Covenants.  Seller shall have performed or complied in all respects with all agreements, conditions and covenants required by this Agreement to be performed or complied with by it on or before the Closing Date.

(e)            Other Closing Conditions.  The following closing conditions must also have been satisfied, or otherwise waived by Purchaser:

(i)             Company shall have obtained and delivered to Purchaser a resolution of its Board of Directors consenting to (A) the transactions contemplated hereby, (B) the filing of a Form 8-K announcing a change in control;

(ii)            Company shall have no liabilities exceeding schedule 2.7;

(iii)           Company shall have no outstanding unresolved SEC issues;

(iv)           Company shall have no operating business;

(v)            Company shall have had no disagreements with its independent auditors or legal counsel;

(vi)           As soon as practical, Company shall have filed the Information Statement under Rule 14(f)(1) of the Securities and Exchange Act of 1934, as amended, disclosing the change of control of Company contemplated by the transactions herein; and

(vii)          Company shall have no liens, security interests, encumbrances or other obligations on or in respect of any of its property or assets and shall cause all existing UCC financial statements to have been terminated.

4.2           Conditions to Obligations of Seller.  Seller’s obligation to sell and transfer the Shares pursuant to this Agreement is subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions:

(a)    Representations and Warranties. The representations and warranties of Purchaser under Section 3 of this Agreement shall be true, complete and correct on and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of such date.

 
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(b)    No Order Pending.  There shall be no order, ruling, judgment or decree in effect, including of any regulatory agency, which would enjoin or prohibit the transactions contemplated hereby.

(c)            Agreements, Conditions and Covenants.  Purchaser shall have performed or complied in all respects with all agreements, conditions and covenants required by this Agreement to be formed or complied with by it on or before the Closing Date.

5.           COVENANTS

5.1            The parties will use their reasonable best efforts to complete the transactions contemplated hereby no later than August 19, 2008.  At Closing, the parties will deliver such documentation as may be reasonably requested by the other party’s counsel to effect the transactions contemplated herein.

5.2            The directors of Company prior to the Closing will compromise and settle all amounts of any kind due and owing to them by Company for any reason whatsoever, without qualification, through and including the Closing Date, and Company’s Interim President shall have certified to such effect, and shall have provided written evidence thereof, to Purchaser in writing.

5.4            Until the earlier of the termination hereof, the Closing, or the mutual written agreement of the parties, the parties agree as follows:

(a)            Company shall operate its business, if any, prior to the Closing in the normal and ordinary course consistent with past practices, and hereby agrees to take all necessary steps to ensure that Company does not incur any material liabilities.

(b)            Each party shall keep confidential any information obtained in connection with the transactions contemplated herein, unless such information has been rightfully obtained from a third party or is generally available to the public. In the event that public disclosure is required to be made by any regulation or law, or by any regulatory filing in connection with the transactions contemplated herein, such disclosure shall be agreed by all parties, including, without limitation, approval as to form and content.

(c)            Company shall provide Purchaser and its representatives with access to financial and other information relating to Company as may be reasonably necessary in order for Purchaser to make informed decisions as to the viability of the business arrangements contemplated herein.

(d)           (i)             Between the date hereof and 11:59 p.m. (Pacific Daylight Time) on August 19, 2008, or such earlier time and date as Purchaser and Seller mutually agree in writing to the termination hereof (the “Expiration Date”), neither Company nor any of its officers, directors, employees, agents, advisors or controlled affiliates will take any action to solicit, initiate, seek, encourage or support any inquiry, proposal or offer from, furnish any information to, or participate in any discussions and/or negotiations with, any corporation, partnership, person or other entity or group (an “Entity”) (other than discussions with Purchaser) regarding any acquisition of Company, any merger or consolidation or any similar transaction with or involving Company, or any acquisition of any material portion of the stock or assets of Company (each, a “Competing Transaction”).  Company agrees that any such negotiations (other than negotiations with Purchaser) in progress as of the date hereof will be terminated or suspended during such period.

(ii)            Notwithstanding any portion of the foregoing to the contrary, Company’s Board of Directors may furnish information to, and enter into discussions and/or negotiations with, any Entity who makes (and does not withdraw) an unsolicited, written proposal or offer regarding a Competing Transaction if: (1) Company’s Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that such action is required in order for Company’s Board of Directors to comply with its fiduciary obligations to Company’s stockholders under applicable law; (2) (x) at least one (1) business day prior to furnishing any such information to, or entering into discussions and/or negotiations with, such Entity, Company gives Purchaser written notice of Company’s intention to furnish information to, or enter into discussions and/or negotiations with, such Entity, and (y) Company receives from such Entity an executed confidentiality agreement; and (3) contemporaneously with furnishing any such information to such Entity, Company furnishes such information to Purchaser (to the extent such information has not been previously furnished by Company to Purchaser).  Company will notify Purchaser promptly, and in any event within one (1) business day, after receipt by Company (or any of its officers, directors, employees, agents, advisors or controlled affiliates) of any proposal or offer for, or inquiry respecting, any Competing Transaction or any request for information in connection with such a proposal, offer or inquiry, or for access to the properties, books or records of Company by any Entity that informs Company that it is considering making, or has made, such a proposal, offer or inquiry.  Such notice to Purchaser will indicate in reasonable detail the identity of the Entity making such proposal, offer or inquiry and the terms and conditions of such proposal, offer or inquiry.  Thereafter Company shall provide Purchaser as promptly as practicable oral and written notice setting forth all such information as is reasonably necessary to keep Purchaser informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such proposal, offer, inquiry or request.  In no event will Company enter into an agreement (other than a confidentiality agreement as provided above) concerning any such Competing Transaction prior to the Expiration Date.

 
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6.             TERMINATION; ESCROW

6.1            Termination.  This Agreement may be terminated only as follows:

(a)            at any time by mutual agreement of Seller and Purchaser; or

(b)            by Purchaser, by providing written notice to Company at any time (i) after the Expiration Date, if the Closing shall not have occurred on or before that date, so long as Purchaser is not then in material breach of its obligations hereunder, or (ii) if Seller shall have materially breached its obligations under this Agreement and shall have failed to cure such breach within ten (10) days following written notice thereof, or (iii) if, on or before the Expiration Date, Seller shall have communicated to Purchaser (whether in writing or otherwise) its intention to enter into a Competing Transaction; or

(c)            by Seller, by providing written notice to Purchaser (i) after the Expiration Date, if the Closing shall not have occurred on or before that date, so long as Seller is not then in material breach of its obligations hereunder, or (ii) if Purchaser shall have materially breached its obligations under this Agreement and shall have failed to cure such breach within ten (10) days following written notice thereof, or (iii) at any time on or before the Expiration Date, by providing written notice to Purchaser of its intention to enter into a Competing Transaction.

6.2            Effect of Termination.

(a)            In the event of termination of this Agreement by either Company or Purchaser as provided in Section 6.1, this Agreement will forthwith become null and void and there will be no liability or obligations on the part of Seller, on the one hand, or Purchaser, on the other hand, or any of their respective affiliates, officers, directors or shareholders.  In the event of termination by Purchaser, the Seller shall retain the Deposit.

7.             MISCELLANEOUS

7.1            Representations and Warranties. The representations and warranties of Seller and Purchaser shall not survive beyond the Closing.

7.2            Waiver, Amendment.  Neither this Agreement nor any provisions hereof shall be waived, modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, change, discharge or termination is sought.

7.3            Assignability.  Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by either Company or Purchaser, without the prior written consent of each other party.

 
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7.4            Section and Other Headings.  The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

7.5            Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to principles of conflicts of laws thereof.

7.6            Counterparts.   This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

7.7            Notices.  All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid:

 
(a)           if to Purchaser:

MKM Capital Opportunity Fund Ltd.



Attn:  David Skriloff, Portfolio Manager



 
(b)           if to Seller:

W Holdings, LLC
3940 Laurel Canyon Blvd. # 327
Studio City, CA 91604

7.9            Binding Effect.  The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, permitted successors and assigns.

 
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IN WITNESS WHEREOF, Company and Purchaser have executed this Agreement as of the date first written above.

 
W Holdings, LLC
 
       
       
 
By:
/s/ David Weiner
 
   
Name: David Weiner
 
   
Title: President
 
       
       
 
MKM CAPITAL OPPORTUNITY FUND LTD.
 
       
       
 
By:
/s/ David Skriloff  
   
Name: David Skriloff
 
   
Title: Portfolio Manager
 
 
 
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EX-3 4 ex3.htm EXHIBIT 3 ex3.htm

EXHIBIT 3
 
ASSIGNMENT OF PROMISSORY NOTE


W-Net, Inc. (“Assignor”), hereby grants, assigns, conveys and transfers to MKM CAPITAL OPPORTUNITY FUND LTD. (“Assignee”), all of its right, privilege, benefit and remedies in, to and under that certain Revolving Promissory Note (as of this date the amount of $45,000 plus interest has been extended), dated March 26, 2008, executed and issued by Trestle Holdings, Inc., a Delaware limited liability company (the “Company”), in favor of Assignor (the “Note”).  A copy of the Note is attached hereto as Exhibit A.

Assignor hereby represents and warrants to Assignee that no previous assignment or security interest in the Note has been made or given by Assignor.  Assignor hereby irrevocably constitutes and appoints Assignee as its attorney-in-fact, which power is coupled with an interest, so Assignee shall have the right to demand, receive and enforce Assignor’s rights with respect to the Note, to give appropriate receipts, releases and satisfactions, and to do any and all acts with the same force and effect as Assignor.

Assignee shall, from and after the date hereof, have all rights, and shall be bound by and observe all the obligations, applicable to the “Holder” as set forth in the Note as if the undersigned had originally executed the Note.

Each party hereto represents and warrants that it is authorized to take the actions contemplated hereunder and shall take such further actions and do such further things necessary to fulfill the purposes of this Assignment.

If any provision of this Assignment shall be invalid, illegal or unenforceable, it shall not affect or impair the validity, legality or enforceability of the other provisions of this Assignment.  This Assignment may not be amended, modified or changed, nor shall any waiver of any provision hereof be effective, except by a written instrument signed by the party against whom enforcement of the waiver, amendment, change, or modification is sought.

This Assignment shall be binding upon Assignor and it successors and assigns, and shall inure to the benefit of Assignee and its successors and assigns.  This Assignment shall be governed in all respects by the laws of the State of California, without regard to the conflict of law provisions thereof.

 
 

 

IN WITNESS WHEREOF, the undersigned have caused this Assignment to be executed as of the date set forth below.


     
“Assignor”
 
     
W-NET, INC.
 
           
           
     
By:
/s/ David Weiner  
     
Name: David Weiner
 
     
Its:
 
           
           
           
     
“Assignee”
 
           
     
MKM Capital Opportunity Fund Ltd.
 
           
           
     
By:
/s/  
     
Name:
 
     
Its:
 
           
Agreed and Consented to:
       
           
TRESTLE HOLDINGS, INC.
       
           
           
By:
/s/ Eric Stoppenhagen        
Name:
Eric Stoppenhagen
       
Its:
Interim President
       
           
           
           
Dated:  August 19, 2008
       

 
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EXHIBIT A
EX-10.1 2 exhibit10_1.htm EXHIBIT 10.1
Exhibit 10.1

THIS REVOLVING PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.



$100,000 As of March 26, 2008
 Los Angeles, California


REVOLVING PROMISSORY NOTE

In consideration of such advances (hereinafter “Advance” or “Advances”) as W-Net, Inc., a California corporation, or its assigns (collectively, “Holder”), from time to time may make hereon to or for the benefit of TRESTLE HOLDINGS, INC., a Delaware corporation (the “Company”), at the Company’s offices at P.O. Box 4198, Newport Beach, CA 92661, or at such other place as the parties may mutually agree, pursuant to the Revolving Credit Commitment, as defined below, up to the maximum aggregate principal amount of One Hundred Thousand U.S. Dollars ($100,000) (the “Maximum Aggregate Amount”), the Company hereby promises to pay to Holder the principal amount of all Advances, together with accrued interest thereon from the date of such Advances, all subject to the terms and conditions set forth below.

1.   Revolving Credit Commitment.

1.1   Advances.  The Holder agrees to make Advances to the Company from time to time during the Revolving Credit Commitment Period, as defined below, in an aggregate principal amount at any one time outstanding which does not exceed the Maximum Aggregate Amount (the “Revolving Credit Commitment”).  During the Revolving Credit Commitment Period, the Company may use the Revolving Credit Commitment by borrowing, prepaying any Advances in whole or in part, and re-borrowing, all in accordance with the terms and conditions hereof.

1.2   Interest.  Interest shall accrue from the date of any Advances on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of six percent (6%) per annum, compounded annually.

2.   Revolving Credit Commitment Period.  The revolving credit commitment period (the “Revolving Credit Commitment Period”) shall commence as of the date hereof and shall expire on June 30, 2008 (the “Expiration Date”).

3.   Procedure for Revolving Credit Advances.

3.1   The Company may request Advances under the Revolving Credit Commitment during the Revolving Credit Commitment Period on any day of the week, Monday through Friday, 9 a.m. through 5 p.m., Pacific Time, (hereinafter referred to as any “Business Day” or “Business Days”), provided that the Company shall give the Holder irrevocable notice (which notice must be received by the Holder prior to 12:00 Noon, Pacific Time) one (1) Business Day prior to the requested Advance date, specifying (i) the amount of the Advance, and (ii) the requested Advance date.  Each Advance under the Revolving Credit Commitment shall be in an amount equal to $5,000 or a whole multiple of $5,000 in excess thereof.  Upon receipt of any such notice from the Company, the Holder will make the amount of the Advance available prior to 12:00 Noon, Pacific Time, on the Advance date requested by the Company in funds immediately available to the Company.

 
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3.2   The Holder shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to the Holder resulting from each Advance from time to time, including the amounts of principal and interest payable and paid to the Holder from time to time under this Note.  The parties acknowledge and agree that as of the date hereof, an aggregate principal amount of $______________ in Advances is outstanding.

4.   Repayment Procedure.

4.1   General.  Repayment on any Advances shall be made in lawful tender of the United States.  Any payments on this Note made during the Revolving Credit Commitment Period, as defined below, shall be credited first to any interest due and the remainder to principal.

4.2   Repayment of Principal and Interest.  All outstanding and unpaid principal, and all outstanding and accrued unpaid interest, shall become due and payable on and as of the Expiration Date.

4.3   Optional Prepayment.  The Company may, at any time and from time to time and without penalty, prepay all or any portion of the accrued and unpaid interest on this Note and any outstanding principle amount of this Note.

5.   Transfers.

5.1   Holder acknowledges that this Note has not been registered under the Securities Act of 1933, and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Note in the absence of (i) an effective registration statement under the Securities Act as to this Note and registration or qualification of this Note under any applicable Blue Sky or state securities laws then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required.

5.2   Subject to the provisions of Section 5.1 hereof, this Note and all rights hereunder are transferable, in whole or in part, upon surrender of the Note with a properly executed assignment, in the form prescribed by the Company, at the principal office of the Company; provided, however, that this Note may not be transferred in whole or in part without the prior written consent of the Company.

5.3   Until any transfer of this Note is made in the Note register, the Company may treat the registered Holder of this Note as the absolute owner hereof for all purposes; provided, however, that if and when this Note is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

5.4   The Company will maintain a register containing the name and address of the registered Holder of this Note.  Any registered Holder may change such registered Holder’s address as shown on the Note register by written notice to the Company requesting such change.

5.5   In the discretion of the Company, the Company may condition any transfer of all or any portion of this Note (other than a disposition satisfying the conditions set forth in clause (i) of Section 5.1 above) upon the transferee’s delivery to the Company of a written agreement, in form and substance satisfactory to the Company, whereby the transferee agrees to be bound by the transfer restrictions set forth in this Section 5.

 
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6.   Events of Default.

6.1   Events of Default.  The occurrence of any or all of the following events shall constitute an event of default (each, an “Event of Default”) by the Company under this Note:

(i)           Default by the Company in any payment on this Note after any such payment becomes due and payable; or

(ii)           Breach by the Company of any material provisions of any agreement between the Company and the Holder; or

(iii)          The Company shall file a voluntary petition in bank­ruptcy or any petition or answer seeking for itself any reorgan­ization, readjustment, arrangement, composition or similar relief; or shall commence a voluntary case under the federal bankruptcy laws; or shall admit in writing its insolvency or its inability to pay its debts as they become due; or shall make an assignment for the benefit of creditors; or shall apply for, consent to, or acquiesce in the appointment of, or the taking of possession by, a trustee, receiver, custodian or similar official or agent of the Company or of substantially all of its property and shall not be discharged within ninety (90) days; or a petition seeking reorganization, readjustment, arrangement, composition or other similar relief as to the Company under the federal bankruptcy laws or any similar law for the relief of debtors shall be brought against the Company and shall be consented to by it or shall remain undismissed for ninety (90) days.

6.2   Consequence of Default.  Upon the occurrence of any Event of Default, the Holder shall be held in a first credit position on the entire amount due on this Note, and, this Note shall immediately become due and payable upon written notice from the Holder, and, from the time of the Company’s receipt of such written notice until this Note shall be paid in full, the unpaid outstanding principal balance of this Note shall bear interest at the rate of ten percent (10%) per annum or the legal rate of interest, whichever is lower, (calculated on the basis of a three hundred sixty-five (365) day year for the actual number of days elapsed) (the “Default Rate”).  Moreover, after the occurrence of any such Event of Default, the Holder may proceed to protect and enforce its rights, at law, in equity or otherwise, against the Company.

6.3   Payment of Costs and Expenses.  In the event that this Note is placed in the hands of any attorney for collection, or any suit or proceeding is brought for the recovery or protection of the indebtedness hereunder, then and in any such events, the Company shall pay on demand all reasonable costs and expenses of such suit or proceedings incurred by the Holder, including a reasonable attorneys' fee.

7.   Miscellaneous.

7.1   Delay.  No extension of time for payment of any amount owing hereunder shall affect the liability of the Company for payment of the indebtedness evidenced hereby.  No delay by the Holder or any holder hereof in exercising any power or right hereunder shall operate as a waiver of any power or right hereunder.

7.2   Waiver and Amendment.  No waiver or modification of the terms of this Note shall be valid without the written consent of the Holder.

7.3   Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of California as applied to contracts entered into between California residents wholly to be performed in California, without regard to conflict of law principles of such State.

7.4   Severability.  In case any provision contained herein (or part thereof) shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or other unenforceability shall not affect any other provision (or the remaining part of the affected provision) hereof, but this Note shall be construed as if such invalid, illegal, or unenforceable provision (or part thereof) had never been contained herein, but only to the extent that such provision is invalid, illegal, or unenforceable.

 
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7.5   Notice.  All notices and other communica­tions among the parties shall be in writing and shall be deemed to have been duly given when (i) delivered in person, or (ii) five (5) days after posting in the U.S. mail as registered mail or certified mail, return receipt re­quest­ed, or (iii) delivered by telecopier and promptly confirmed by delivery in person or post as aforesaid in each case, with postage prepaid, addressed as follows:

If to the Company, to:

Trestle Holdings, Inc.
P.O. Box 4198
Newport Beach, CA 92661
Attn: President
Fax:

If to the Holder, to:

W-Net, Inc.
3940 Laurel Canyon Blvd.
Suite 327
Studio City, CA 91604
Attention: President
Fax:


IN WITNESS WHEREOF, the Company has caused this Note to be duly executed and delivered by its authorized officer as of the date first above written.


TRESTLE HOLDINGS, INC., a Delaware corporation
     
     
By:
/s/ ERIC STOPPENHAGEN
 
Name:
Eric Stoppenhagen
 
Title:
Interim President
     
     
     
ACKNOWLEDGED:
     
W-Net, Inc.
     
     
By:
/s/ DAVID WEINER
David Weiner
President
 
 
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EX-4 5 ex4.htm EXHIBIT 4 ex4.htm

EXHIBIT 4
 
MEMBERSHIP INTEREST REPURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST REPURCHASE AGREEMENT (this “Agreement”), is made and entered into as of the 19th day of August, 2008 (the “Effective Date”), by and among W Holdings, LLC, a California limited liability company (the “Company”), and Strategic Turnaround Equity Partners, LP (the “Investor”).

RECITALS

A.            The Investor is the holder of 33.33% of the Membership Interests of the Company and a party to that certain Operating Agreement dated as of May 10, 2007, by and between the Company and the Members identified therein (the “Operating Agreement”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Operating Agreement.

B.             The Investor desires to resell to the Company its Membership Interests, and the Company is willing to repurchase Membership Interests on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1.             Sale and Repurchase of Membership Interests.  Subject to the terms and conditions of this Agreement, the Company hereby repurchases from the Investor, and Investor hereby sells to the Company, 33.33% of the Membership Interests of the Company, constituting all of the Membership Interests purchased and currently owned by Investor, for an aggregate purchase price equal to 20,394,228 shares of the common stock of Trestle Holdings, Inc., a Delaware corporation. and cash consideration equal to $75,507 (the “Purchase Price”).  Such sale and repurchase will be made by assignment of the aforementioned shares and a single lump-sum payment of the cash consideration, all at the Closing (as defined in Section 3 below).  For the avoidance of doubt, Investor shall, at the Closing, execute the Membership Interest Assignment Separate from Certificate attached hereto as Schedule A.  The Investor acknowledges and agrees that effective as of the Closing, it will have no continuing rights as a Member of the Company with respect to the Membership Interests that have been repurchased hereunder.

2.              Closing.  The closing (the “Closing”) of the repurchase and sale of the Membership Interests hereunder will be deemed to occur on and as of August 20, 2008.

3.              Miscellaneous.

3.1           Governing Law.  This Agreement shall be governed by and construed under the laws of the State of California, without reference to its conflict of law principles.

3.2           Counterparts.  This Agreement may be executed in counterparts, including via facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 
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3.3           Entire Agreement.  This Agreement and the documents referred to herein constitute the entire agreement among the parties with respect to the subject matter and no party shall be liable or bound to any other party in any manner by any representations, warranties or covenants except as specifically set forth herein or therein.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 
W HOLDINGS, LLC
 
 
a California limited liability company
 
       
       
 
By:
/s/ David Weiner  
   
Name: David Weiner
 
   
Its:Manager
 
       
       
       
 
STRATEGIC TURNAROUND EQUITY
 
 
PARTNERS, LP
 
       
       
       
 
By:
/s/  
   
Name:
 
   
Its:
 

 
2

 

Schedule A

Membership Interest Assignment Separate From Certificate


 FOR VALUE RECEIVED, the undersigned, Strategic Turnaround Equity Partners, LP (“Seller”), hereby sells, assigns, and transfers unto W Holdings, LLC, 33.33% of the Membership Interests of W Holdings, LLC standing in the Seller’s name on the books of said Limited Liability Company, and does hereby irrevocably constitute and appoint David Weiner attorney to transfer the said Membership Interests on the books of said Limited Liability Company with full power of substitution in the premises.



Date:       August 20, 2008

 
STRATEGIC TURNAROUND EQUITY
 
 
PARTNERS, LP
 
       
       
       
 
By:
/s/  
   
Name:
 
   
Its:
 
 
 
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