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Tuesday, 06/02/2009 8:49:23 AM

Tuesday, June 02, 2009 8:49:23 AM

Post# of 2897
Trestle Holdings, Inc. Merges With MoqiZone Holdings Limited in a Share Exchange Accompanied by a $4.345 Million Private Placement
Jun 2, 2009 8:30:00 AM


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View Additional ProfilesNEWPORT BEACH, CA -- (MARKET WIRE) -- 06/02/09 -- TRESTLE HOLDINGS, INC. (OTCBB: TLHO), an inactive publicly traded Delaware corporation, entered into a Share Exchange Agreement with MoqiZone Holdings Limited ("MoqiZone Cayman"), a Cayman Islands corporation, on June 1, 2009. MoqiZone Cayman is the record and beneficial owner of 100% of the share capital of MobiZone Holdings Limited, a Hong Kong corporation ("MobiZone Hong Kong") and MobiZone Hong Kong is the record and beneficial owner of 100% of the share capital of MoqiZone (Shanghai) Information Technology Company Limited ("Shanghai MoqiZone" and together with MoqiZone Cayman and MobiZone Hong Kong, the "MoqiZone Corporations"). Through the Share Exchange Agreement, Trestle acquired all of the issued and outstanding capital stock of MoqiZone Cayman in exchange for the issuance of 10,743 shares of Trestle's to be created Series B Convertible Preferred Stock. Following the reverse stock split described below, such Series B Preferred Stock shall automatically (and without any action on the part of the holders) convert (on the basis of 1,000 shares of common stock for each share of Series B Preferred Stock) into an aggregate of 10,743,000 shares of Trestle's common stock, representing approximately 95% of Trestle's 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 the Share Exchange, MoqiZone Cayman became Trestle's wholly owned subsidiary and Trestle's primary operations will consist of MoqiZone Corporations' operations.

Additionally, as per the terms of the Share Exchange Agreement, Trestle will change its name to MoqiZone Holding Corporation, effect a one-for-254.5 reverse stock split to reduce the 179,115,573 currently outstanding shares of Trestle common stock to 703,794 shares of Trestle common stock (the "Reverse Stock Split"), and authorize for issuance 10,000,000 shares of Trestle preferred stock (including the Series B Preferred Stock), containing such rights, preferences and designations as the board of directors of Trestle may, from time to time designate; with such actions expected to go effective after the notice period for the Schedule 14C that the Company shall file with the SEC and mail to its shareholders of record in compliance with the requirements of Section 14 of the Exchange Act, which Trestle expects to do after the Final Closing, as defined below, of the private placement described below.

Simultaneously with the closing of the Share Exchange, Trestle completed a private equity financing of $4,345,000, with 10 accredited investors (the "Financing"), which includes $300,000 that that Company received in October 2008 pursuant to a Convertible Loan Agreement with two accredited investors (the "Convertible Notes"); the Convertible Notes automatically convert into the same securities issued to the investors pursuant to the Financing. Net proceeds from the offering are approximately $3.637 million and will be used principally to expand capital expenditures to install our MoqiZone WiMax Network. Consummation of the Financing was a condition to the completion of the Share Exchange. The securities offered in the Financing were sold pursuant to a Securities Purchase Agreement (the "Purchase Agreement"). Pursuant to the Purchase Agreement, we issued approximately 435 Units of securities and each Unit is consisted of (a) $10,000 of 8% exchangeable convertible notes of MobiZone Hong Kong due March 31, 2011 (the "Notes"), (b) three year Class A callable warrants (the "Class A Warrants") to purchase 2,778 shares of common stock of Trestle, at an exercise price of $2.50 per share, and (c) three year Class B non-callable warrants (the "Class B Warrants," together with the Note and the Class A Warrant, the "Securities") to purchase 2,778 shares of common stock of Trestle at an exercise price of $3.00 per share. The exercise prices of the Warrants are subject to weighted average and other anti-dilution adjustments. Once the Reverse Stock Split is effective, each $1,000 principal amount of Notes will be automatically cancelled and exchanged for one share of Series A Convertible Preferred Stock. In connection with the Financing, the Company agreed to file a registration statement for the resale of the Common Stock underlying the Securities within one hundred and fifty (150) days after the Final Closing, as defined below, and to use its best efforts to cause, and to maintain, the effectiveness of such registration statement. The private equity financing described herein was made pursuant to the exemption from the registration provisions of the Securities Act of 1933, as amended, provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The securities described herein have not been registered under the Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Trestle and the placement agent to the Financing intend to continue to offer and sell the Units until the earlier occurs on June 16, 2009 or an aggregate of $12,000,000 of Units are sold, unless otherwise extended by mutual agreement of all of the parties (the "Final Closing").

Effective as of the close of the Share Exchange, Trestle's current officers resigned and appointed Cheung Chor Kiu Lawrence (Lawrence Cheung) as Chairman of the Board and CEO; the other executive officers of the Company will be elected in the near future. Additionally, each of Trestle's current directors tendered their resignation as one of our directors, to be effective on the tenth day after mailing of a Schedule 14f-1 statement to our stockholders, which Trestle expects to do after the Closing. The Board of Directors nominated Benjamin Chan to serve as the other director with such appointment to be effective on the tenth day after mailing the Schedule 14f-1.

About MoqiZone

MoqiZone Holdings Limited ("MoqiZone") is a leading digital entertainment delivery platform company that delivers last mile connectivity to Internet Cafés across China via its proprietary MoqiZone WiMax Network. The Company has obtained the necessary business and operating licenses to deploy China's first national WiMax network and is the only Chinese WiMax carrier with permitted national 3.5GHz coverage and the widest spectrum among the incumbent operators. The MoqiZone WiMax Network affords the Company with a sustainable, low-cost competitive advantage for providing last mile connectivity for Internet Cafés, while increasing the net economic benefit to the primary value chain participants -- the content providers and the Internet Cafés. The MoqiZone WiMax Network is currently being deployed in Beijing, Tai Yuan in Shangxi & Chengdu in Sichuan; the Company expects to deploy the Network in 12 additional cities, which provides a market of approximately 12,000 Internet Cafés, within the next twenty four months.

The foregoing information has been disclosed herein as it is material to the private equity financing and should not be construed as an offer to sell or solicitation of an offer to buy our securities. The securities to be sold in the subsequent closing will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

FORWARD-LOOKING STATEMENTS

This release contains certain "forward-looking statements" relating to the business of Trestle, which can be identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, including all business uncertainties relating to reliance on a limited number of customers, market demand, cyclical nature of our markets, reliance on key personnel, future capital requirements, competition in general and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our filings with the Securities and Exchange Commission. These forward-looking statements are based on Trestle's current expectations and beliefs concerning future developments and their potential effects on the company. There can be no assurance that future developments affecting Trestle will be those anticipated by Trestle. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. Trestle undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

CONTACT:
Brian Corbman
(215) 681-6686