SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





(Amendment
No. 2)


FORM
10-KSB/A





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


For
the fiscal year ended December 31, 2007





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.)P.O.
      BOX 4198,
              NEWPORT
      BEACH, CALIFORNIA
              (Address
      of Principal Executive Offices)
            92661-4198
              (Zip
      Code)








Issuer's
Telephone Number, Including Area Code: 949-903-0468





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  [X]   No [  ]





State issuer's revenue for its most
recent fiscal year: zero





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 5, 2007, is: $330,000





State the number of shares outstanding
of each of issuer's classes of common equity, as of March 5, 2008:
143,257,214





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











Explanatory
Note




This
Annual Report on Form 10-KSB/A ("Form 10-KSB/A") is being filed as Amendment No.
2 to our Annual Report on Form 10-KSB for the year ended December 31, 2007,
which was originally filed with the Securities and Exchange Commission (the
"SEC") on March 20, 2008. We are amending and restating the following items in
this Amendment No. 1:




(i)
            Part
      II. Item 8A. Controls and Procedures(ii)
            Part
      III. Item 13. Exhibits(iii)
            Signatures(iv)
            Exhibit
      Index





Table of
Contents






PART
      II.Item
      8A.
            Controls
      and Procedures
            3PART
      III.Item
      13.
            Exhibits
            5Signatures
            8Exhibit
      Index
            9




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ITEM
8A.                      CONTROLS
AND PROCEDURES





Disclosure
Controls and Procedures.





Based on
their evaluation as of December 31, 2007, our interim President had concluded
that our disclosure controls and procedures (as defined in Rules 13a–15(e) and
15d–15(e) of the Securities Exchange Act of 1934) were effective. For disclosure
purposes, the Company is required to state whether the internal controls over
financial reporting were effective or not effective.  The Company
failed to make this disclosure.  Due to the failure to make this
disclosure, we now conclude that our disclosure controls and procedures were not
effective as of December 31, 2007.





Management’s
Annual Report on Internal Control over Financial Reporting.





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles in the United States.





We
conducted an evaluation of the effectiveness of our internal control over
financial reporting as of December 31, 2007 using the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control—Integrated Framework. Based on this evaluation, our management
concluded that as of December 31, 2007, our internal control over financial
reporting was effective.





Attestation
Report of the Registered Public Accounting Firm.





This
annual report does not include an attestation report by our registered public
accounting firm regarding internal control over financial reporting pursuant to
the temporary rules of the Securities and Exchange Commission, or SEC, that
permit us to provide only our management report in this annual
report.





Changes
in Internal Control over Financial Reporting.





There
were no changes in our internal control over financial reporting during the
quarter ended December 31, 2007 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.





Limitations
on the Effectiveness of Controls.





Our
disclosure controls and procedures provide our interim President reasonable
assurances that our disclosure controls and procedures will achieve their
objectives. However, our interim President does not expect that our disclosure
controls and procedures or our internal control over financial reporting can or
will prevent all human error. A control system, no matter how well designed and
implemented, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Furthermore, the design of a control
system must reflect the fact that there are internal resource constraints, and
the benefit of controls must be weighed relative to their corresponding costs.
Because of the limitations in all control systems, no evaluation of controls can
provide complete assurance that all control issues and instances of error, if
any, within our company are detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur due to human error or mistake. Additionally, controls, no matter how
well designed, could be circumvented by the individual acts of specific persons
within the organization. The design of any system of controls is also based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated
objectives under all potential future conditions.





ITEM
8B.   OTHER INFORMATION.





None





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ITEM 13. EXHIBITS LIST AND REPORTS ON FORM
8-K





Exhibit
      Number
            Description of Exhibit*3.1
            Third
      Amended and Restated Articles of Incorporation of the Company dated
      November 2, 2006 (incorporated herein by reference to Exhibit 3.1 of
      Company's Quarterly Report on Form 10-QSB for the quarter ended
      September 30, 2006)3.2
            Amendment
      to the Third Amended and Restated Articles of Incorporation of the Company
      dated August 17, 2007 (incorporated herein by reference to Exhibit 3.1 of
      Company's Form 8-K dated August 17, 2007)*3.3
            By-laws
      of the Company (incorporated herein by reference to Appendix C of
      Company's definitive Proxy Statement dated May 30,
    2002)*10.1
            Asset
      purchase agreement between the Company and Clarient, Inc. (incorporated by
      reference to Exhibit 10.1 of the Company's Form 8-K dated June
      19, 2006)*10.2
            Consulting
      agreement between the Company and Eric Stoppenhagen (incorporated by
      reference to Exhibit 99.1 of the Company's Form 8-K dated
      September 25, 2006)*10.3
            Share
      purchase agreement between the Company and W-Net, Inc. (incorporated by
      reference to Exhibit 10.1 of the Company's Form 8-K dated April
      20, 2007)*10.4
            Consulting
      agreement between the Company and Venor, Inc. (incorporated by reference
      to Exhibit 10.1 of the Company's Form 8-K dated June 18,
      2007)31
            Certification
      of President pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted
      pursuant to section 302 of the Sarbanes-Oxley Act of 2002.32
            Certification
      of the Company’s Chief Executive Officer and Chief Financial Officer,
      pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.


*           Previously
filed.








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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:
      August 20, 2008
            
            
            By:
            /s/  
      ERIC STOPPENHAGEN
              -----------------------------------------------------------
              Name:
      Eric Stoppenhagen
              Title:
      Interim President
              (Principal
      Executive Officer, Principal Financial and Accounting
Officer)


POWER OF
ATTORNEY




The
undersigned directors and officer of Trestle Holding, Inc. do hereby constitute
and appoint Eric Stoppenhagen with full power of substitution and
resubstitution, as their true and lawful attorneys and agents, to do any and all
acts and things in our name and behalf in our capacities as directors and
officer and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorney and agent, may deem necessary or
advisable to enable said corporation to comply with the Securities Exchange Act
of 1934, as amended and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with this Annual Report on
Form 10-KSB, including specifically but without limitation, power and authority
to sign for us or any of us in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) hereto, and we do
hereby ratify and confirm all that said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof.




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.







SIGNATURE
            
            TITLE
            
            DATE/s/  
      ERIC STOPPENHAGEN
              ------------------------------------
              Eric
      Stoppenhagen
            
            Interim
      President
              (Principal Executive Officer,Principal Financial and Accounting Officer)
            
            August
      20, 2008/s/  
      DAVID WEINER
              ------------------------------------
              David
      Weiner
            
            Chairman
            
            August
      20, 2008/s/
      GARY FREEMAN
              -------------------------------------
              Gary
      Freeman
            
            Director
            
            August
      20, 2008/s/  
      STEVEN WALIN
              ------------------------------------
              Steven
      Walin
            
            Director
            
            August
      20, 2008


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