**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB/A**


**Amendment
      No. 1**





**[X]**
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**


**For
      the fiscal year ended December 31, 2005**





OR





**TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**





**Commission
      file number: 0-23000**





**TRESTLE
      HOLDINGS, INC.**


(Name
      of
      Small Business Issuer in its charter)








**DELAWARE**
              (State
                or Other Jurisdiction
              of
                Organization)
            **95-4217605**
              (IRS
                Employer Incorporation or
              Identification
                No.)**199
                TECHNOLOGY, # 105,**
              **IRVINE,
                CALIFORNIA**
              (Address
                of Principal Executive Offices)
            **92618**
              (Zip
                Code)








Issuer's
      Telephone Number, Including Area Code: **949-673-1907**





Securities
      registered under Section 12(b) of the Exchange Act: **NONE**





Securities
      registered under Section 12(g) of the Exchange Act:





**COMMON
      STOCK, NO PAR VALUE**


(Title
      of
      class)





Check
      whether the issuer is not required to file a report pursuant to Section 13
      or
      15(d) of the Exchange Act: [ ]





Check
      whether the issuer: (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the past 12 months (or
      for such shorter period that the issuer was required to file such reports),
      and
      (2) has been subject to such filing requirements for past
      90 days: Yes  [X]   No [ ]





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to the best of issuer's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any
      amendment to the Form 10-KSB:  [X]





Indicate
      by checkmark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange Act):  Yes  [
      ]   No [X]





State
      issuer's revenue for its most recent fiscal year: $4,007,000





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the stock was sold,
      or the average bid and asked prices of such stock, as of March 27, 2006, is:
      $1,899,000

















State
      the
      number of shares outstanding of each of issuer's classes of common equity,
      as of
      March 14, 2006: 8,257,214





Transitional
      Small Business Disclosure Format: Yes:  [ ]
   No:  [X]


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**TABLE
      OF CONTENTS**





**Part
                III**Item
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange ActItem
                10.
            Executive
                CompensationItem
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder MattersItem
                12.
            Certain
                Relationships and Related TransactionsItem
                14
            Principal
                Accountant Fees and Services**Signatures**








**EXPLANATORY
      NOTE**





The
      purpose of this filing is to furnish information required under Part III, Items
      9 through 12 and Item 14. This information was originally to be filed with
      a
      Proxy Statement; however, the Company will not be issuing a Proxy Statement,
      as
      permitted based on the fact that the Company has no equity securities registered
      under the Securities Exchange Act of 1934 (“Exchange Act”).








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          3
          -*


**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
      PERSONS;**  **COMPLIANCE
      WITH SECTION 16(a) OF THE EXCHANGE ACT**





**Directors**





The
      Company’s directors at December 31, 2005 were:




Name
                of Nominee
            Age
            Position(s)
                with TrestleMichael
                Becich
            50
            DirectorWilliam
                D. Dallas
            50
            DirectorMichael
                S. Doherty
            52
            Chairman
                of the BoardAllon
                Guez
            53
            DirectorCrosby
                Haffner
            33
            DirectorMichael
                S. Hope
            63
            DirectorMaurizio
                Vecchione
            44
            Chief
                Executive Officer and Director





MICHAEL
      BECICH was appointed as a Director of the Company in March 2005. Dr. Becich
      is a
      practicing surgical pathologist with sixteen years of experience. He is
      Professor of Pathology and Information Sciences and Telecommunications and
      serves as the Director of the Center for Pathology Informatics and Vice-Chairman
      of Pathology Informatics at the University of Pittsburgh Medical Center-
      Shadyside Hospital/Hillman Cancer Center. Since 2001 he has also served as
      Director of the UPCI’s Benedum Oncology Informatics Program. In 1996 Dr.
      Becich’s team launched a conference, Advancing Practice, Instruction and
      Innovation through Informatics, an annual conference that is in its 10th year.
      In close cooperation with Bruce Friedman, MD, in 2000 he co-founded the
      Association for Pathology Informatics and is the immediate past-president.
      Dr.
      Becich holds an MD and a PhD in Experimental Pathology form Northwestern
      University. He is a member of 14 professional societies and has contributed
      to
      over 100 papers and has several on-line presentations addressing both Pathology
      and Oncology.





WILLIAM
      D. DALLAS was appointed as a Director of the Company in March 2001.  Mr.
      Dallas also served as a Director of the Company from May 2000 through December
      2000.  Mr. Dallas is currently the Chairman of the Board of Dallas Capital
      Management, a diverse private equity, advisory firm that he founded in
      1999.  Mr. Dallas is also currently the Chairman and Chief Executive
      Officer of the following companies:  Sysdome Corporation, MindBox, LLC and
      Diversified Capital, and was a director of Castle & Cooke from 2000 to
      2002.  Mr. Dallas was the founder of First Franklin and served as its
      Chairman from 1981 to 1999.  First Franklin was purchased in 1999 by
      National City Corporation.




MICHAEL
      S. DOHERTY has been a Director of the Company since December 1997 and Chairman
      of the Board since May 2003. Since November 1999, Mr. Doherty has been President
      of Doherty & Company, LLC, a firm specializing in venture capital and
      private equity funding for development stage companies. From February 1999
      to
      October 1999, Mr. Doherty served as Senior Managing Director of Spencer Trask
      Securities Incorporated. Mr. Doherty served as Managing Director and Director
      of
      Private Equity at Cruttenden Roth Incorporated from October 1996 to February
      1999. From 1992 to October 1996, he served as Vice President of Arnhold and
      S.
      Bleichroeder, Inc., a New York-based investment banking, brokerage and asset
      management firm. Mr. Doherty was a director of Zyan Communications, Inc. from
      July 1999 to December 2000, and Chairman of the Board of Directors from July
      1999 to March 2000; Zyan filed for Chapter 11 bankruptcy proceedings in December
      2000. Mr. Doherty was also a non-executive director of ACLN, Ltd. from January
      1999 to March 2002. ACLN was a foreign private issuer whose shares were
      suspended from the New York Stock Exchange following an order from the SEC
      and a
      subsequent enforcement action against ACLN and three of its
      officers.




ALLON
      GUEZ, PhD has been a Director of the Company since September 2004. Dr. Guez
      is a
      Professor of Electrical, Computer and Biomedical Engineering at Drexel
      University, a position he has held since 1984. At Drexel he is also the Director
      of the Robotics and Automation Lab.




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          4
          -*







CROSBY
      HAFFNER has been a Director of the Company since July 2004. Since November
      2003,
      Mr. Haffner has been a Managing Director of Doherty & Company. From November
      2003 to July 2004 he served as Interim President of the Company, and was a
      consultant to the Company from June 2003 through November 2003. From December
      2001 to October 2003, Mr. Haffner was a consultant to technology companies.
      Prior to these engagements, Mr. Haffner was the President and Chief Operating
      Officer at Zyan Communications, Inc. from 1995 to November 2000, and its
      Chairman and Chief Executive Officer from December 2000 to December 2001. Zyan
      filed for Chapter 11 bankruptcy proceedings in December 2000.




MICHAEL
      S. HOPE has been a Director of the Company since November 2003 and is Chairman
      of our Audit Committee. Mr. Hope has acted as a financial consultant to various
      companies since 1997, including acting as the Interim Chief Financial Officer
      and Corporate Secretary of the Company from March 1998 to April 1999. Prior
      to
      his various financial consulting assignments, Mr. Hope served as Executive
      Vice
      President of Metro-Goldwyn-Mayer Inc. from 1993 to 1997. Prior to joining MGM,
      Mr. Hope was Executive Vice President, Planning and Operations and Chief
      Financial Officer for Paramount Communications Inc. Mr. Hope was previously
      a
      member of the Board of Directors of Zyan Communications, which filed for Chapter
      11 bankruptcy proceedings in December 2000.




MAURIZIO
      VECCHIONE was appointed Chief Executive Officer in July 2004. From April 2003
      to
      July 2004 he was Chief Executive Officer of Microwave Photonics, Inc., a
      development stage company focusing on technologies in switched distribution
      and
      Radio-over-Fiber transmission of wireless signals. From May 2000 he has served
      as Chairman and Managing Director of Synthetica Holdings LLC, a management
      consulting firm focusing on high growth, early stage technology companies
      including Microwave Photonics, Inc. From July 2000 to May 2001 he was Chief
      Executive Officer of Styleclick, Inc. a provider of imaging and electronic
      commerce (e-commerce) technologies and services, and a subsidiary of Interactive
      Corporation. From October 1988 until July 2000 he was President and Co-Chief
      Executive Officer of Styleclick.com Inc., one of Styleclick, Inc.’s
      predecessors.




**Executives**




The
      Company’s executive officers at December 31, 2005 were:









Name
                of Nominee
            Age
            Position(s)
                with TrestleMichael
                S. Doherty
            51
            Chairman
                of the BoardMaurizio
                Vecchione
            43
            Chief
                Executive Officer and DirectorJack
                Zeineh
            35
            Chief
                Science OfficerBarry
                Hall
            57
            President
                & Chief Financial Officer and
                Secretary







Certain
      information about Jack Zeineh and Barry Hall, executive officers of the Company
      are set forth below. Information about Messrs. Doherty and Vecchione is provided
      above under Directors.




JACK
      ZEINEH, M.D. was appointed Chief Science Officer in May 2003. Prior to joining
      the Company, Dr. Zeineh was co-founder of Illumea and the inventor of the
      MedMicro and MedScan products. Dr. Zeineh was the Chief Scientific Officer
      of
      Trestle Corporation, a subsidiary of Med Diversified, Inc., which filed for
      Chapter 11 bankruptcy proceedings in November 2002. Dr. Zeineh brings experience
      in the biomedical industry with a specialty in computer imaging systems and
      software design. Dr. Zeineh has published 12 articles on biomedical techniques,
      including telepathology. Dr. Zeineh was educated in Biological Sciences at
      University of California at Irvine and received his medical degree at the
      University of California at San Diego - School of Medicine.




*-
          5
          -*


BARRY
      HALL was appointed President and Chief Financial Officer in July 2004. From
      April 2003 to July 2004 he was Chief Financial Officer of Microwave Photonics,
      Inc., a development stage company focusing on technologies in switched
      distribution and Radio-over-Fiber transmission of wireless signals. From
      September 2001 he has served as Managing Director and Chief Financial Officer
      of
      Synthetica Holdings LLC, a management consulting firm focusing on high growth,
      early stage technology companies including Microwave Photonics, Inc. From July
      2000 to September 2001 he was Executive Vice President, Chief Financial Officer
      of Styleclick, Inc. From October 1999 until July 2000 he held the same position
      at Styleclick.com Inc. From May 1998 until August 1999, Mr. Hall was Chief
      Operating Officer of Interactive Light, Inc., a developer and marketer of
      digital interactive entertainment systems and platforms.









**Audit
      Committee and Audit Committee Financial Expert**





The
      Audit
      Committee is currently comprised of two members: Michael Hope (Chairman) and
      William Dallas. Currently, Mr. Hope and Mr. Dallas are both independent as
      defined by the listing standard of NASDAQ as now in effect. The Board has
      identified Mr. Hope as a financial expert within the meaning of applicable
      regulatory standards.




The
      Audit
      Committee pre-approves the performance of audit and non-audit services by the
      Company’s accountants and reviews the Company’s internal control systems,
      financial reporting procedures, the general scope of the Company’s annual audit,
      the fees charged by the independent accountants, and the fairness of any
      proposed transaction between any officer, director or other affiliate of the
      Company and the Company. With respect to the foregoing, the Audit Committee
      makes recommendations to the full Board and performs such further functions
      as
      may be required or delegated to the Committee by the Board of Directors. The
      Board of Directors has adopted a written charter for the Audit Committee, a
      copy
      of which is attached to this Definitive Proxy Statement..




**Section
      16(a) Beneficial Ownership Reporting Compliance**





Not
      applicable.





**Code
      of Ethics**





The
      Company has adopted a code of ethics that applies to its principal executive
      officers, principal financial officer, principal accounting officer or
      controller, or persons performing similar functions. The text of the Company’s
      code of ethics is available on the Company’s website, www.trestlecorp.com. A
      copy of the Company’s code of ethics may be obtained free of charge by
      contacting the Company at the address or telephone number listed on the cover
      page hereof.








*-
          6
          -*


**ITEM
      10. EXECUTIVE COMPENSATION**





The
      following table and related footnotes show the compensation paid during the
      fiscal years ended December 31, 2005, 2004, and 2003, to the Company's principal
      executive officer and each of the other executive officers whose salary exceeded
      $100,000 for the year ended December 31, 2005.





**SUMMARY
      COMPENSATION TABLE**





**Annual
                Compensation**
            **Long
                Term Compensation****Name
                and Principal Position(2)**
            **Year**
            **Salary**
            **Bonus**
            **Other
                Annual**
              **Compensation**
            **Awards
                of**
              **Stock,
                Options**
              **and
                Warrants**Michael
                Doherty
              Chairman
                of the Board
            2005
              2004
              2003
            $194,000(1)
              $50,000(1)
              N/A
            $50,000(1)
              $150,000(1)
              N/A
            $88,425(1)
              $151,386(1)
              46,700(1)
            25,000(1)
              10,000(1)
              521,066(1)Maurizio
                Vecchione
              Chief
                Executive Officer
            2005
              2004
            $229,166
              $91,666
            N/A
              $34,375
            N/A
              $35,912(2)
            10,000
              250,000(2)Barry
                Hall
              President
                and Chief Financial Officer
            2005
              2004
            $166,661
              $68,750
            N/A
              $22,913
            N/A
              $35,912(2)
            10,000
              150,000(2)Jack
                Zeineh
              Chief
                Science Officer
            2005
              2004
              2003
            $186,666
              $200,000
              $123,000
            N/A
              N/A
              N/A
            N/A
              N/A
              N/A
            28,571
              N/A
              187,500








(1)
            For
                2005, this represents $194,000 for chairman services, $50,000 in
                fees paid
                to Doherty & Co, $73,425 in estimated fair market value of office
                space and parking provided at no cost and $15,000 for board compensation.
                Effective November 1, 2005, Michael Doherty, Executive Chairman of
                the
                Board of Directors voluntarily agreed to reduce his compensation
                by
                fifty-percent. This reduction reduces cash compensation to $100,000
                for
                Mr. Doherty. Mr. Doherty will continue to receive $2,500 in reimbursement
                for administrative costs. In turn Mr. Doherty was granted 10,000
                stock
                options under the Company’s Amended and Restated 2003 Stock Incentive
                Plan. For 2004 this represents $50,000 for chairman services, $150,000
                in
                bonus compensation, $51,286 for Doherty & Co. services and expenses,
                $80,100 in estimated fair market value of office space and parking
                provided at no cost and $20,000 for board compensation. For 2003
                this
                represents $20,000 in board compensation and $26,700 estimated fair
                market
                value of office space and parking provided at no
                cost.





(2)
            Maurizio
                Vecchione was appointed as Chief Executive Officer and Barry Hall
                was
                appointed as President, Chief Financial Officer and Secretary in
                July
                2004. Maurizio Vecchione and Barry Hall are principals in Synthetica,
                Ltd
                which provided consulting services to the company from May 15, 2004
                to
                July15, 2004. During that time Synthetica was paid $35,913 in fees
                and
                expenses reimbursement.Effective
                September 16, 2005, Maurizio Vecchione, Chief Executive Officer and
                Barry
                Hall, Chief Financial Officer voluntarily agreed to a reduction in
                their
                compensation equal to fifty percent of amount as contained in their
                employment contracts dated May 15, 2005. These reductions reduce
                cash
                compensation to $137,500 and $100,000 for Mr. Vecchione and Mr. Hall,
                respectively. In turn Mr. Vecchione and Mr. Hall were granted 10,000
                stock
                options under the Company’s Amended and Restated 2003 Stock Incentive
                Plan. The Options are exercisable at $1.00 per share and vest one-hundred
                percent after six months.











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          7
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**OPTION
      AND WARRANT GRANTS IN LAST FISCAL YEAR**





The
      following table and related footnotes set forth the number of securities
      underlying options and warrants granted in the last fiscal year (2005) and
      held
      by the Company's Executive Officers.





**Name**
            **Number
                of Securities**
              **Underlying
                Options**
              **and
                Warrants Granted**
            **Percent
                of Total**
              **Options
                and Warrants**
              **Granted
                in Fiscal Year**
            **Exercise
                or Base**
              **Price($/Share)**
            **Expiration
                Date**Michael
                Doherty
            10,000
              15,000
            0.5%
              0.7%
            $1.50
              $2.15
            9/15/2015
              1/3/2015Barry
                Hall
            10,000
            0.5%
            $1.00
            9/15/2015Maurizio
                Vecchione
            10,000
            0.5%
            $1.00
            9/15/2015Jack
                Zeineh
            28,571
            1.5%
            $0.75
            9/15/2015








**AGGREGATED
      OPTION AND WARRANT EXERCISES IN THE LAST FISCAL YEAR**


**AND
      FISCAL YEAR-END OPTION AND WARRANT VALUES**





The
      following table and related footnotes set forth option exercises in 2005 and
      year-end option values for the Company's Executive Officers.





**Name**
            **Shares
                Acquired**
              **on
                Exercise (#)**
            **Value
                Realized ($)**
            **Number
                of**
              **Securities
                Underlying**
              **Unexercised
                Options**
              **and
                Warrants**
              **at
                12/31/05**
            **Value
                of Unexercised**
              **In-the-Money
                Options**
              **and
                Warrants**
              **at
                12/31/04**Michael
                Doherty
            0
            N/A
            556,066
            0Barry
                Hall
            0
            N/A
            160,000
            0Maurizio
                Vecchione
            0
            N/A
            260,000
            0Jack
                Zeineh
            0
            N/A
            216,071
            0








**EMPLOYMENT
      AGREEMENTS**




The
      Company has entered into employment agreements with Messrs. Vecchione and Hall
      that provide for certain compensation and benefits.




The
      Company entered into an employment agreement with Mr. Vecchione as of
      May 18, 2004, effective upon the Company’s completion of its private
      placement in July 2004. Under this agreement, Mr. Vecchione is entitled to
      receive an annual salary of $200,000. In addition, Mr. Vecchione is
      entitled to participate in employee benefit plans, received a non-qualified
      stock option to purchase 250,000 shares of the Company’s common stock and a
      guaranteed annual bonus of $75,000. Mr. Vecchione is also eligible to
      receive an annual incentive bonus of up to an additional $25,000 if certain
      performance targets are achieved.




The
      Company entered into an employment agreement with Mr. Hall as of May 18,
      2004, effective upon the Company’s completion of its private placement in July
      2004. Under this agreement, Mr. Hall is entitled to receive an annual
      salary of $150,000. In addition, Mr. Hall is entitled to participate in
      employee benefit plans, received a non-qualified stock option to purchase
      150,000 shares of the Company’s common stock and a guaranteed annual bonus of
      $50,000. Mr. Hall is also eligible to receive an annual incentive bonus of
      up to an additional $25,000 if certain performance targets are
      achieved.




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          8
          -*


Effective
      September 16, 2005, Maurizio Vecchione, Chief Executive Officer and Barry Hall,
      Chief Financial Officer voluntarily agreed to a reduction in their compensation
      equal to fifty percent of amount as contained in their employment contracts
      dated May 15, 2005. These reductions reduce cash compensation to $137,500 and
      $100,000 for Mr. Vecchione and Mr. Hall, respectively. In turn Mr. Vecchione
      and
      Mr. Hall were granted 10,000 stock options under the Company’s Amended and
      Restated 2003 Stock Incentive Plan and the ability to perform certain outside
      consulting contracts not competitive with the Company. The Options are
      exercisable at $1.00 per share and vest one-hundred percent after six
      months.







**Compensation
      of Directors**




During
      2005, non-employee directors of the Company received cash compensation for
      their
      services, along with reimbursement for their reasonable expenses in attending
      meetings of the Board of Directors or any meetings of a Committee of the Board
      of Directors. Each non-employee director received the following
      fees:




Directors
      of the Company who are neither employees of the Company nor of the Company's
      affiliates receive $20,000 in cash each year for serving on the Board paid
      at
      the beginning of each quarter. Additionally, each Director receives 10,000
      options at the beginning of each year. Committee chairpersons receive 10,000
      options granted at the inception of such member's tenure and at the beginning
      of
      each year served. Committee members receive 5,000 options granted at the
      inception of such member's tenure and at the beginning of each year served.
      New
      Directors also receive a one-time option grant of 30,000 on the date of
      appointment. The exercise price of such stock option grants is set at market
      at
      the time of the grant and vest 25% at the end of each quarter.




Directors
      who are employees of the Company do not receive additional compensation for
      their services as directors. During 2005, Mr. Vecchione was the only employee
      who served as a director.









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          9
          -*


**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      AND**  **RELATED
      STOCKHOLDER MATTERS**





The
      following table sets forth certain information regarding beneficial ownership
      of
      our common stock as of **April
      27, 2006** by (i)
      each person who " *beneficially* "
      owns
      more than 5% of all outstanding shares of our common stock, (ii) each director
      and the executive officer identified above, and (iii) all directors and
      executive officers as a group.





**Name
                and Address of**
              **Beneficial
                Owner**
            **Amount
                of Common**
              **Stock
                and Nature of**
              **Beneficial
                Owner**
            **Percent
                of Class of**
              **Common
                Stock(1)**Allon
                Kohl Family CUB Investors(2)
            835,000
            9.69%Bristol
                Investment Fund(3)
            700,000
            8.18%Steve
                Emerson(4)
            834,182
            9.99%Paul
                Guez(5)
            908,558
            10.98%SF
                Capital Partners Ltd.(6)
            853,857
            9.99%Michael
                S. Doherty(7)
            562,816
            6.38%Michael
                Becich(8)
            56,075
            0.68%William
                Dallas(9)
            274,655
            3.29%Allon
                Guez(10)
            42,500
            0.51%Crosby
                Haffner(11)
            307,500
            3.60%Michael
                Hope(12)
            101,250
            1.21%Maurizio
                Vecchione(13)
            201,667
            2.38%Barry
                Hall(14)
            125,000
            1.49%Jack
                Zeineh, MD(15)
            216,071
            2.55%All
                Officers and Directors as a group(16) (9 persons)
            1,887,534
            19.06%








*  Represents
      less than 1%.





(1)
            The
                percent of Common Stock owned is calculated using the sum of (A)
                the
                number of shares of Common Stock owned, and (B) the number of warrants
                and
                options of the beneficial owner that are exercisable within 60 days,
                as
                the numerator, and the sum of (Y) the total number of shares of Common
                Stock outstanding (8,257,214), and (Z) the number of warrants and
                options
                of the beneficial owner that are exercisable within 60 days, as the
                denominator.





(2)
            The
                address of Allon Kohl Family CUB Investors is c/o Stephanie Cohen,
                450
                North Roxbury Drive, Suite 600, Beverly Hills, CA 90210. Percent
                of class
                of Common Stock includes exercisable options/warrants to purchase
                357,857
                shares of Common Stock within 60
                days.





(3)
            The
                address of Bristol Investment Fund is 10990 Wilshire Blvd., Suite
                1410,
                Los Angeles, CA 90024. Percent of class of Common Stock includes
                exercisable options/warrants to purchase 300,000 shares of Common
                Stock
                within 60 days.





(4)
            The
                address of Steven Emerson is c/o Steven Emerson, 1522 Ensley Avenue,
                Los
                Angeles, CA 90024. Percent of class of Common Stock includes exercisable
                options/warrants to purchase 85,682 shares of Common Stock within
                60
                days.





(5)
            The
                address of Paul Guez is c/o Trestle Holdings, Inc., 199 Technology
                Drive,
                Suite 105, Irvine, California 92618. Percent of class of Common Stock
                includes exercisable options/warrants to purchase 16,659 shares of
                Common
                Stock within 60 days.





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          10
          -*


(6)
            The
                address of SF Capital Partners Ltd. is c/o Todd Turrall, Stark Offshore
                Management, LLC, 3600 South Lake Drive, St. Francis, WI 53235. Percent
                of
                class of Common Stock includes exercisable options/warrants to purchase
                282,428 shares of Common Stock within 60
                days.





(7)
            The
                address of Michael Doherty is c/o Trestle Holdings, Inc., 199 Technology
                Drive, # 105, Irvine, California 92618. Percent of class of Common
                Stock
                includes exercisable options/warrants to purchase 562,816 shares
                of Common
                Stock within 60 days.





(8)
            The
                address of Michael Becich is c/o Trestle Holdings., Inc, 199 Technology
                Drive, # 105, Irvine, California 92618. Percent of class of Common
                Stock
                includes exercisable options/warrants to purchase 32,500 shares of
                Common
                Stock within 60 days.





(9)
            The
                address of William Dallas is c/o Trestle Holdings., Inc, 199 Technology
                Drive, # 105, Irvine, California 92618. Percent of class of Common
                Stock
                includes exercisable options/warrants to purchase 83,603 shares of
                Common
                Stock within 60 days.





(10)
            The
                address of Allon Guez is c/o Trestle Holdings, Inc., 199 Technology
                Drive,
                # 105, Irvine, California 92618. Percent of class of Common Stock
                includes
                exercisable options/warrants to purchase 42,500 shares of Common
                Stock
                within 60 days.





(11)
            The
                address of Crosby Haffner is c/o Trestle Holdings, Inc, 199 Technology
                Drive, # 105, Irvine, California 92618. Percent of class of Common
                Stock
                includes exercisable options/warrants to purchase 282,500 shares
                of Common
                Stock within 60 days.





(12)
            The
                address of Michael Hope is c/o Trestle Holdings, Inc, 199 Technology
                Drive, # 105, Irvine, California 92618. Percent of class of Common
                Stock
                includes exercisable options/warrants to purchase 101,250 shares
                of Common
                Stock within 60 days.





(13)
            The
                address of Maurizio Vecchione is c/o Trestle Holdings, Inc., 199
                Technology Drive, # 105, Irvine, California 92618. Mr. Vecchione
                was
                appointed Chief Executive Officer in July 2004. Percent of class
                of Common
                Stock includes exercisable options/warrants to purchase 201,667 shares
                of
                Common Stock within 60 days.





(14)
            The
                address of Barry Hall is c/o Trestle Holdings, Inc., 199 Technology
                Drive,
                # 105, Irvine, California 92618. Mr. Hall was appointed President
                and
                Chief Financial Officer in July 2004. Percent of class of Common
                Stock
                includes exercisable options/warrants to purchase 125,000 shares
                of Common
                Stock within 60 days.





(15)
            The
                address of Jack Zeineh, MD is c/o Trestle Holdings, Inc., 199 Technology
                Drive, # 105, Irvine, California 92618. Dr. Zeineh was appointed
                Chief
                Science Officer in May 2003. Percent of class of Common Stock includes
                exercisable options/warrants to purchase 216,071 shares of Common
                Stock
                within 60 days.





(16)
            Includes
                the beneficial ownership of Messrs. Doherty, Becich, Dallas, Guez,
                Haffner, Hope, Vecchione, Hall and Zeineh. The beneficial ownership
                calculation includes the total number of options/warrants of such
                persons
                exercisable within 60 days held by such persons to purchase 1,887,534
                shares of common stock. Assuming that none of such persons exercises
                within 60 days any of such his respective options or warrants, the
                beneficial ownership of the group is approximately
                19.06%.





**Equity
      Compensation Plan Information**





The
      table
      as required by Regulation S-B, Item 201 (d) was included in the Company’s Form
      10-KSB for the year ended December 31, 2005, filed March 31, 2006 with the
      SEC.





**Changes
      in Control Arrangements**





There
      existed no change in control arrangements at December 31, 2005.


*-
          11
          -*


**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**





Other
      than as listed below, we have not been a party to any significant transactions,
      proposed transactions, or series of transactions, and in which, to our
      knowledge, any of our directors, officers, five percent beneficial security
      holder, or any member of the immediate family of the foregoing persons has
      had
      or will have a direct or indirect material interest.





During
      the year ended December 31, 2005 and 2004, our Company incurred consulting
      fees and tax return preparation expenses in the amount of zero and $69,000,
      respectively. The consulting fees and tax return preparation expenses were
      charged by Kellogg & Andelson, a Southern California based public
      accounting firm. Gary Freeman, our former Chief Financial Officer, was a Vice
      President and director of Kellogg & Andelson at the time the fees were
      paid.





Pursuant
      to a consulting agreement with our company, our Company paid consulting fees
      in
      the amount of $170,000 from November 1, 2003 to July 15, 2004 to
      Crosby Haffner, who then served as the Company’s Interim President. As
      compensation for his services as the Company's Interim President, we granted
      to
      Mr. Haffner 115,000 warrants with exercise prices between $2.60 and $5.40
      per share.





Additionally,
      on September 26, 2003, we granted to Michael Doherty, our Chairman,
      warrants to purchase 406,714 shares of our common stock at an exercise price
      of
      $0.62 per share. Fifty percent of those warrants become exercisable on
      May 5, 2004 and the remainder will vest in equal monthly installments on
      the last day of each month over the following 12 months. On August 19,
      2004, the Company granted Mr. Doherty a bonus of $150,000 in recognition
      for his services. From August 2004 through May 2005, the Company retained
      Mr. Doherty's services as Chairman and paid Mr. Doherty $10,000 per
      month for ten months starting August 1, 2004.





Certain
      directors and former employees of the Company are or were affiliated with
      Doherty & Company, LLC. Michael Doherty, the Chairman of the Company, is the
      president and controlling member of Doherty & Company, LLC. Crosby Haffner,
      a director of the Company and formerly the Company’s Interim President, was a
      Managing Director of Doherty & Company, LLC. Brandon Rockow, was a full time
      employee of the Company who provided support for the Company’s financing,
      industry research, mergers and acquisitions, and investor relations activities,
      also maintained his securities license at and consulted on specific projects
      to
      Doherty & Company, LLC. Tina Maddela, a former part time employee of the
      Company who provided assistance to Roger Burlage, the Company’s former Chairman
      and Chief Executive Officer, pursuant to Mr. Burlage's employment contract
      with
      the Company, is also a part time employee of Doherty & Company,
      LLC.





On
      May
      27, 2005, the Compensation Committee on behalf of the Company entered into
      a one
      year consulting agreement with Michael Doherty, the Company’s Chairman. Under
      this agreement, the Consultant would oversee the capitalization of the Company,
      investor relations and will provide strategic advice to the Chief Executive
      Officer. Michael Doherty was to be compensated $20,000 per month in advance.
      Additionally, the Consultant was paid a monthly allowance of $2,500 in advance
      to cover expenses related of an administrative assistant. Effective November
      1,
      2005, Michael Doherty, Executive Chairman of the Board of Directors voluntarily
      agreed to reduce his compensation by fifty-percent. Mr. Doherty will continue
      to
      receive $2,500 in reimbursement for administrative costs. Additionally, Mr.
      Doherty received $2,000 per month for office space. In turn, Mr. Doherty was
      granted 10,000 stock options under the Company’s Amended and Restated 2003 Stock
      Incentive Plan. The options are exercisable at $1.00 per share and vest
      one-hundred percent after six months. On March 15, 2006, the companies mutually
      terminated the consulting agreement.





Effective
      September 1, 2004, the Company entered into an agreement to pay Doherty &
Company, LLC $10,000 per month for financial advisory services requested from
      time to time by the Company. Pursuant to this agreement Doherty & Company,
      LLC provided the Company with various financial advisory services, including
      but
      not limited to consulting with respect to proposed financings, advising the
      Company on potential mergers and acquisitions, and providing the Company with
      investor relations services. Prior to this agreement, the Company reimbursed
      Doherty & Company, LLC $11,250 for overhead incurred in providing
      administrative services to the Company in connection with the private placement
      transaction completed by the Company in July 2004. In addition, pursuant to
      the
      agreements governing Mr. Doherty’s services as Chairman to the Company, Mr.
      Doherty was entitled to use up to 3,500 square feet of office space, at the
      Company's expense, in the Company’s Los Angeles office, in connection with his
      services as Chairman and other activities. A portion of such space is being
      used
      by Doherty & Company, LLC.  This
      agreement was terminated in May 2005.


*-
          12
          -*





On
      May 9,
      2005, the Compensation Committee on behalf of the Company entered into an
      agreement with Doherty & Company, LLC, an affiliate of Michael Doherty, the
      Company’s Chairman, to assist the Board of Directors in exploring a range of
      possible strategic opportunities and alternatives, including acquisitions,
      joint
      ventures, capital raises, merger or a possible sale of the Company. Under the
      agreement, the Company paid Doherty & Company a nonrefundable retainer of
      $50,000 upon signing.





Maurizio
      Vecchione and Barry Hall are principals in Synthetica, Ltd which provided
      consulting services to the Company from May 15, 2004 to July15, 2004.
      During that time Synthetica was paid $35,913 in fees and expenses reimbursement.





**ITEM
      14.**  **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**





**Independent
      Public Accountants**





*Audit
      Fees*





The
      aggregate fees billed by Singer, Lewak, Greenbaum & Goldstein, LLP for the
      audit of the Company’s consolidated financial statements for the years ended
      December 31, 2004 and 2005, the reviews of the quarterly reports on Form 10-QSB
      for the same fiscal years and statutory and regulatory filings were $78,000
      for
      2004 and $109,000 for 2005.





*Audit-Related
      Fees*





There
      were no fees billed by Singer, Lewak, Greenbaum & Goldstein, LLP for
      audit-related services for the years ended December 31, 2004 and 2005.





*Tax
      Fees*





There
      were no fees billed by Singer, Lewak, Greenbaum & Goldstein, LLP for tax
      related services for the years ended December 31, 2004 and 2005.





*All
      Other Fees*





There
      were no fees billed by Singer, Lewak, Greenbaum & Goldstein, LLP for other
      services not described above for the years ended December 31, 2004 and
      2005.





Our
      Audit
      Committee Charter provides that the Audit Committee shall pre-approve all
      services to be provided to the company by Singer, Lewak, Greenbaum &
Goldstein, LLP.


*-
          13
          -*


**Signatures**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the Issuer has
      caused this report to be signed on its behalf by the undersigned, thereunto
      duly
      authorized.







Trestle
                Holdings, Inc.Date:
                April 28, 2006
            
            
            By:
            /s/  
                MAURIZIO VECCHIONE
              -----------------------------------------------------------
              Name:
                Maurizio Vecchione
              *Title:
                Chief Executive Officer*
              *(Principal
                Executive Officer)*Date:
                April 28, 2006
            
            
            By:
            /s/  
                BARRY HALL
              -----------------------------------------------------------
              Name:
                Barry Hall
              *Title:
                President and Chief Financial Officer*
              *(Principal
                Financial and Accounting Officer)*