UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form 10-K





(Mark
      One)x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended December 31, 2009OR
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from
                  
      to


Commission file number:
000-52315





TRIST
HOLDINGS, INC.


(Exact
name of registrant as specified in its charter)





DELAWARE
            20-1915083(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer Identification No.)PO BOX 4198, NEWPORT BEACH,
      CA
            92661(Address
      of principal executive offices)
            (Zip
      Code)





Registrant’s
telephone number, including area code:


(949)
903-0468





Securities
registered pursuant to Section 12(b) of the Act:


Title
      of each class
            Name
      of each exchange on which registeredNone
            None





Securities
registered pursuant to Section 12(g) of the Act:




Common
Stock, par value $0.0001 per share







Indicate
by check mark if the registrant is a well-known seasoned issuer as defined in
Rule 405 of the Securities Act.  Yes     No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes   No x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes x
     No 





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  No x













Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):


Large
      accelerated filer 
            Accelerated
      filer Non-accelerated
      filer  (Do not check if a smaller reporting company)
            Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Act).  Yes x
     No   





At
February 4, 2010, the there was no aggregate market value of the voting common
stock held by non-affiliates of the Registrant (without admitting that any
person whose shares are not included in such calculation is an affiliate) due to
the lack of trading.  At February 4, 2010, there were 89,239,920
shares of the Registrant’s common stock outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





None.






























-
2 -








FORWARD-LOOKING
STATEMENTS





This report includes forward-looking statements with-in the
meaning of Section 27A of the Securities Act (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). We have based these statements on our beliefs and assumptions,
based on information currently available to us. These forward-looking statements
are subject to risks and uncertainties. Forward-looking statements include the
information concerning our possible or assumed future results of operations, our
total market opportunity and our business plans and objectives set forth under
the sections entitled "Business" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."





Forward-looking statements are not
guarantees of performance. Our future results and requirements may differ
materially from those described in the forward-looking statements. Many of the
factors that will determine these results and requirements are beyond our
control. In addition to the risks and uncertainties discussed in "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," investors should consider those discussed under "Risk Factors" and,
among others, the following:





Since the sale of substantially all of
our assets, we are a non-operating company and are seeking a suitable
transaction with a private company; however we may not find a suitable candidate
or transaction.  If we are unable to consummate a suitable transaction
we will be forced to liquidate and dissolve, which will take three years to
complete and may result in our distributing less cash to our
stockholders.  Additionally, we will be spending cash during the
winding down of the Company and may not have enough cash to distribute to our
stockholders.





These forward-looking statements speak
only as of the date of this report. We do not intend to update or revise any
forward-looking statements to reflect changes in our business anticipated
results of our operations, strategy or planned capital expenditures, or to
reflect the occurrence of unanticipated events.





PART
I





Item
1.  Description of Business





General





Trist
Holdings, Inc., (“Trist,” “Company,” “we,” “us,” or “our”) was incorporated in
the State of Delaware as Camryn Information Services, Inc., on May 13, 1997. We
operated for a brief period of time before we ceased operations on February 25,
1999 when we forfeited our charter for failure to designate a registered agent.
We remained dormant until 2004 when we renewed our operations with the filing of
a Certificate of Renewal and Revival of Charter with the State of Delaware on
October 29, 2004. On November 3, 2004, we filed a Certificate of Amendment and
our name was formally changed from Camryn Information Services, Inc. to iStorage
Networks, Inc. Such change became effective on November 8, 2004.  On
January 26, 2006, iStorage issued 8,200,000 shares of restricted stock
(post-split) in exchange for all of the assets and liabilities of Landbank, LLC
(“LLC”). iStorage changed its name to Landbank Group, Inc. on January 27,
2006.   LLC made bulk acquisitions of parcels of land, primarily
through the real property tax lien foreclosure process. The bulk acquisitions
were then divided into smaller parcels for resale. On December 31, 2007, we
transfer LLC to Landbank Acquisition, LLC (“LALLC”), ceased business operations,
and changed our name to Trist Holdings, Inc.





On
October 19, 2009, pursuant to a Share Purchase Agreement of the same date
between LALLC, the Company’s former majority stockholder, and Woodman Management
Corporation (“Woodman”) and Europa International, Inc. (“Europa”), LALLC sold to
Woodman and Europa an aggregate of 79,311,256 shares of Company common stock as
well as all notes and liabilities due LALLC from the Company in exchange for
aggregate cash consideration equal to $165,000 (the “Sale”).





The Sale
resulted in a change in control of the Company whereby each Purchaser acquired
39,655,628 shares of Company common stock, which shares represent, 44.43%
individually, or 88.9% in the aggregate, of the Company’s outstanding common
stock.  Each Purchaser also became a party to the Company’s
Registration Rights Agreement dated December 31, 2007 between the Company and
LALLC.


-
3 -





Currently,
we are seeking suitable candidates for a business combination with a private
company.  The Company’s principal business objective for the next 12
months and beyond such time will be to achieve long-term growth potential
through a combination with an operating business. The Company will not restrict
its potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business.





Competition





Our
primary goal is the acquisition of a target company or business seeking the
perceived advantages of being a publicly held corporation. The Company faces
vast competition from other shell companies with the same objectives. The
Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. A large number of established and well-financed entities,
including small public companies and venture capital firms, are active in
mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.





Patent
and Trademarks





We
currently do not own any patents, trademarks or licenses of any
kind.





Government
Regulations





There are
no government approvals necessary to conduct our current business.





Employees





The
Company currently has no employees.  The Company engages the services of
independent consultants to assist it with management.


-
4 -


Item
1A.  Risk Factors





The following important factors, and
the important factors described elsewhere in this report or in our other filings
with the SEC, could affect (and in some cases have affected) our results and
could cause our results to be materially different from estimates or
expectations.  Other risks and uncertainties may also affect our
results or operations adversely.  The following and these other risks
could materially and adversely affect our business, operations, results or
financial condition.





We
have a history of net losses and will not achieve or maintain
profitability.





We have a history of incurring losses
from operations. As of December 31, 2009, we had an accumulated deficit of
$2,642,244, of which approximately $2,254,577 was incurred prior to the sale of
our business.  We anticipate that our existing cash will not be
sufficient to fund our business needs.  We will rely on funding from
Investor for our cash needs.  Our ability to continue may prove more
expensive than we currently anticipate and we may incur significant additional
costs and expenses in connection with seeking a suitable
transaction.





We
are a non-operating company seeking a suitable transaction and may not find a
suitable candidate or transaction.





We are a non-operating company and are
seeking a suitable transaction with a private company; however, we may not find
a suitable candidate or transaction.  If we are unable to consummate a
suitable transaction we will be forced to liquidate and dissolve which will take
three years to complete and may result in our distributing less cash to our
shareholders.  Additionally, we will be spending cash during the
winding down of the Company and may not have enough cash to distribute to our
shareholders.





We
cannot assure you of the exact amount or timing of any future distribution to
our stockholders.





The precise nature, amount and timing
of any future distribution to our stockholders will depend on and could be
delayed by, among other things, the opportunities for a private company
transaction, administrative and tax filings during or associated with our
seeking a private company transaction or any subsequent dissolution, potential
claim settlements with creditors, and unexpected or greater than expected
operating costs associated with any potential private company transaction or any
subsequent liquidation. Furthermore, we cannot provide any assurances that we
will actually make any distributions.  Any amounts we actually
distribute to our stockholders may be less than the price or prices at which our
common stock has recently traded or may trade in the future.




We
will continue to incur claims, liabilities and expenses that will reduce the
amount available for distribution to stockholders.




Claims,
liabilities and expenses incurred while seeking a private company transaction or
any subsequent dissolution, such as legal, accounting and consulting fees and
miscellaneous office expenses, will reduce the amount of assets available for
future distribution to stockholders. If available cash and amounts received on
the sale of non-cash assets are not adequate to provide for our obligations,
liabilities, expenses and claims, we may not be able to distribute meaningful
cash, or any cash at all, to our stockholders.





We
will continue to incur the expenses of complying with public company reporting
requirements.




We have
an obligation to continue to comply with the applicable reporting requirements
of the Securities Exchange Act of 1934, as amended, even though compliance with
such reporting requirements is economically burdensome.


-
5 -




In
the event of liquidation, our Board of Directors may at any time turn management
of the liquidation over to a third party, and our directors may resign from our
board at that time.




If we are
unable to find or consummate a suitable private company transaction, our
directors may at any time turn our management over to a third party to commence
or complete the liquidation of our remaining assets and distribute the available
proceeds to our stockholders, and our directors may resign from our board at
that time. If management is turned over to a third party and our directors
resign from our board, the third party would have sole control over the
liquidation process, including the sale or distribution of any remaining
assets.




If
we are deemed to be an investment company, we may be subject to substantial
regulation that would cause us to incur additional expenses and reduce the
amount of assets available for distribution.




If we
invest our cash and/or cash equivalents in investment securities, we may be
subject to regulation under the Investment Company Act of 1940. If we are deemed
to be an investment company under the Investment Company Act because of our
investment securities holdings, we must register as an investment company under
the Investment Company Act. As a registered investment company, we would be
subject to the further regulatory oversight of the Division of Investment
Management of the Securities and Exchange Commission, and our activities would
be subject to substantial regulation under the Investment Company Act.
Compliance with these regulations would cause us to incur additional expenses,
which would reduce the amount of assets available for distribution to our
stockholders. To avoid these compliance costs, we intend to invest our cash
proceeds in money market funds and government securities, which are exempt from
the Investment Company Act but which currently provide a very modest
return.




If
we fail to create an adequate contingency reserve for payment of our expenses
and liabilities,  in the event of dissolution, our stockholders could
be held liable for payment to our creditors of each such stockholder’s pro rata
share of amounts owed to the creditors in excess of the contingency reserve, up
to the amount actually distributed to such stockholder.




In the event of dissolution or a
distribution of substantially all our assets, pursuant to the Delaware General
Corporation Law, we will continue to exist for three years after the dissolution
became effective or for such longer period as the Delaware Court of Chancery
shall direct, for the purpose of prosecuting and defending suits against us and
enabling us gradually to close our business, to dispose of our property, to
discharge our liabilities and to distribute to our stockholders any remaining
assets. Under the Delaware General Corporation Law, in the event we fail to
create an adequate contingency reserve for payment of our expenses and
liabilities during this three-year period, each stockholder could be held liable
for payment to our creditors of such stockholder’s pro rata share of amounts
owed to creditors in excess of the contingency reserve, up to the amount
actually distributed to such stockholder.





However, the liability of any
stockholder would be limited to the amounts previously received by such
stockholder from us (and from any liquidating trust or trusts) in the
dissolution. Accordingly, in such event a stockholder could be required to
return all distributions previously made to such stockholder. In such event, a
stockholder could receive nothing from us under the plan of dissolution.
Moreover, in the event a stockholder has paid taxes on amounts previously
received, a repayment of all or a portion of such amount could result in a
stockholder incurring a net tax cost if the stockholder’s repayment of an amount
previously distributed does not cause a commensurate reduction in taxes payable.
There can be no assurance that any contingency reserve established by us will be
adequate to cover any expenses and liabilities.





Our auditors have
expressed a going concern opinion.





Primarily as a result of our recurring
losses and our lack of liquidity, the Company received a report from our
independent auditors that includes an explanatory paragraph describing the
substantial uncertainty as to our ability to continue as a going concern for the
year ended December 31, 2009.





-
6 -


Any
future sale of a substantial number of shares of our common stock could depress
the trading price of our common stock, lower our value and make it more
difficult for us to pursue or consummate a private company
transaction.





Any sale of a substantial number of
shares of our common stock (or the prospect of sales) may have the effect of
depressing the trading price of our common stock. In addition, these sales could
lower our value and make it more difficult for us to engage in a private company
transaction. Further, the timing of the sale of the shares of our common stock
may occur at a time when we would otherwise be able to engage in a private
company transaction on terms more favorable to us.





Our
stock price is likely to be highly volatile because of several factors,
including a limited public float.





The market price of our stock is likely
to be highly volatile because there has been a relatively thin trading market
for our stock, which causes trades of small blocks of stock to have a
significant impact on our stock price. You may not be able to resell our common
stock following periods of volatility because of the market's adverse reaction
to volatility.





Other factors that could cause such
volatility may include, among other things:





·
            announcements
      concerning our strategy;





·
            litigation;
      and





·
            general
      market conditions.





Because
our common stock is considered a "penny stock" any investment in our common
stock is considered to be a high-risk investment and is subject to restrictions
on marketability.





Our common stock is currently traded on
the OTC Bulletin Board and is considered a "penny stock." The OTC Bulletin Board
is generally regarded as a less efficient trading market than the NASDAQ Capital
Market.





The SEC has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks." Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system). The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from those rules, to deliver a
standardized risk disclosure document prepared by the SEC, which specifies
information about penny stocks and the nature and significance of risks of the
penny stock market. The broker-dealer also must provide the customer with bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and any salesperson in the transaction, and monthly account statements
indicating the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that, prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our common stock.





Since our common stock is subject to
the regulations applicable to penny stocks, the market liquidity for our common
stock could be adversely affected because the regulations on penny stocks could
limit the ability of broker-dealers to sell our common stock and thus your
ability to sell our common stock in the secondary market.  There is no
assurance our common stock will be quoted on NASDAQ or the NYSE or listed on any
exchange, even if eligible.





-
7 -


We
have additional securities available for issuance, including preferred stock,
which if issued could adversely affect the rights of the holders of our common
stock.





Our articles of incorporation authorize
the issuance of 2,000,000,000 shares of common stock.  The common
stock and the preferred stock can be issued by, and the terms of the preferred
stock, including dividend rights, voting rights, liquidation preference and
conversion rights can generally be determined by, our board of directors without
stockholder approval. Any issuance of preferred stock could adversely affect the
rights of the holders of common stock by, among other things, establishing
preferential dividends, liquidation rights or voting powers. Accordingly, our
stockholders will be dependent upon the judgment of our management in connection
with the future issuance and sale of shares of our common stock and preferred
stock, in the event that buyers can be found therefore. Any future issuances of
common stock or preferred stock would further dilute the percentage ownership of
our Company held by the public stockholders.


-
8 -


Item
1B.  Unresolved Staff Comments





None





Item
2.  Properties.





The Company's principal
office is located in Newport Beach, California. The Company uses this address at
no charge to the Company. The Company estimates that it uses approximately 100
square feet of office space at this facility, with the estimated monthly rent
value being approximately $250, which the Company does not deem as
material.





Item
3.  Legal Proceedings.





None





Item
4.  Submission of Matters to a Vote of Security Holders.





None





.PART II





Item
5.  Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.





Market
Prices





The
shares of our common stock have been listed and principally quoted on the OTC
Bulletin Board under the trading symbol “TRHI”





The
following table sets forth, for the fiscal quarters indicated, the high and low
sale price for our common stock, as reported on the OTC Bulletin
Board.





Quarterly
      period
            
            High
            
            
            LowFiscal
      year ended December 31, 2008:First
      Quarter
            
            $
            0.07
            
            
            $
            0.03Second
      Quarter
            
            $
            0.05
            
            
            $
            0.03Third
      Quarter
            
            $
            0.05
            
            
            $
            0.03Fourth
      Quarter
            
            $
            0.03
            
            
            $
            0.02Fiscal
      year ended December 31, 2009:First
      Quarter
            
            $
            0.02
            
            
            $
            0.02Second
      Quarter
            
            $
            0.02
            
            
            $
            0.02Third
      Quarter
            
            $
            0.05
            
            
            $
            0.02Fourth
      Quarter
            
            $
            0.15
            
            
            $
            0.02





Holders


As of February 4, 2010, there were
approximately 18 registered holders of record of the Company's Common
Stock.





Dividends


The
Company has not paid any cash dividends to date, and it has no intention of
paying any cash dividends on its common stock in the foreseeable future. The
declaration and payment of dividends is subject to the discretion of the
Company’s Board of Directors and to certain limitations imposed under the
California Statutes. The timing, amount and form of dividends, if any, will
depend upon, among other things, the Company’s results of operation, financial
condition, cash requirements, and other factors deemed relevant by the Board of
Directors.





-
9 -


Securities
Authorized for Issuance under Equity Compensation Plans





The
Company does not have any equity compensation plans or any individual
compensation arrangements with respect to its common stock. The issuance of any
of our common is within the discretion of our Board of Directors, which has the
power to issue any or all of our authorized but unissued shares without
stockholder approval.





Recent
Sale of Unregistered Securities.





None





Issuer
Purchases of Equity Securities





None





Item 6.  Selected
Financial Data.





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





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10 -


Item
7.   Management’s Discussion and Analysis of Financial Condition
and Results of Operations.





The following discussion should be
read in conjunction with the Financial Statements and notes
thereto  included in Item 8 of Part II of this Annual Report on Form
10-K.





Overview





We were
incorporated in the State of Delaware as Camryn Information Services, Inc., on
May 13, 1997. We operated for a brief period of time before we ceased operations
on February 25, 1999 when we forfeited our charter for failure to designate a
registered agent. We remained dormant until 2004 when we renewed our operations
with the filing of a Certificate of Renewal and Revival of Charter with the
State of Delaware on October 29, 2004. On November 3, 2004, we filed a
Certificate of Amendment and our name was formally changed from Camryn
Information Services, Inc. to iStorage Networks, Inc. Such change became
effective on November 8, 2004.  On January 26, 2006, iStorage issued
8,200,000 shares of restricted stock (post-split) in exchange for all of the
assets and liabilities of LLC. iStorage changed its name to Landbank Group, Inc.
on January 27, 2006.   LLC made bulk acquisitions of parcels of land,
primarily through the real property tax lien foreclosure process. The bulk
acquisitions were then divided into smaller parcels for resale. On December 31,
2007, we transfer LLC to LALLC, ceased business operations, and changed our name
to Trist Holdings, Inc.





On
October 19, 2009, pursuant to a Share Purchase Agreement of the same date
between LALLC, the Company’s former majority stockholder, and Woodman and
Europa, LALLC sold to Woodman and Europa an aggregate of 79,311,256 shares of
Company common stock as well as all notes and liabilities due LALLC from the
Company in exchange for aggregate cash consideration equal to
$165,000.





The Sale
resulted in a change in control of the Company whereby each Purchaser acquired
39,655,628 shares of Company common stock, which shares represent, 44.43%
individually, or 88.9% in the aggregate, of the Company’s outstanding common
stock.  Each Purchaser also became a party to the Company’s
Registration Rights Agreement dated December 31, 2007 between the Company and
LALLC.





Currently,
we are seeking suitable candidates for a business combination with a private
company.  The Company’s principal business objective for the next 12
months and beyond such time will be to achieve long-term growth potential
through a combination with an operating business. The Company will not restrict
its potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business.





We
anticipate that our existing cash and cash equivalents will not be sufficient to
fund our business needs.  We will rely on funding from Investor for
our cash needs.   We are seeking out suitable candidates for a
business combination with a private company.  Our ability to continue
may prove more expensive than we currently anticipate and we may incur
significant additional costs and expenses in connection with seeking a suitable
transaction.








Recently Issued Accounting
Pronouncements





Refer to
Note 1 to the financial statements for a complete description of recent
accounting standards which we have not yet been required to implement and may be
applicable to our operation, as well as those significant accounting standards
that have been adopted during 2009.





-
11 -


Critical Accounting
Policies





The preparation of our financial
statements in conformity with accounting principles generally accepted in the
United States of America ("GAAP") requires management to make estimates,
judgments and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of expenses during the reporting
period. On an ongoing basis, we evaluate our estimates which are based on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances. The result of these evaluations forms the
basis for making judgments about the carrying values of assets and liabilities
and the reported amount of expenses that are not readily apparent from other
sources. Actual results may differ from these estimates under different
assumptions. The following accounting policies require significant management
judgments and estimates:





We base
our estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. There can be no assurance that
actual results will not differ from these estimates.





Certain
reclassifications have been made to the prior fiscal year amounts disclosed in
the financial statements to conform to the presentation for the fiscal year
ended December 31, 2009. These reclassifications had no effect on the reported
net loss or stockholders’ equity.





Fiscal Year 2009 Compared to
Fiscal Year 2008




Results from
Operations




Revenues




Revenues
were zero for the years ended December 31, 2009 and 2008,
respectively.




Cost
of Sales




Cost of
sales was zero for the years ended December 31, 2009 and 2008,
respectively.




Selling,
General and Administrative Expenses




Selling,
general and administrative expenses were $141,295 and $144,763 for the years
ended December 31, 2009 and 2008, respectively.  The decrease in
selling, general and administrative expenses was due to less operating
activities.




Interest
Expense and Other, Net




Interest
expense and other, net was $55,102 and $45,707 in the years ended December 31,
2009 and 2008, respectively.  The increase of $9,395 was due to the
higher balance of notes payable in 2009.




Liquidity and Capital
Resources




Net cash used by operating activities
was $127,368 and $149,620 in the years ended December 31, 2009 and 2008,
respectively.  The decrease in amount of cash used was largely due to
decrease in operating expenditures.





Net cash provided by investing
activities was zero in 2009 and 2008, respectively.





Net cash provided by financing
activities was 129,393 and 149,620 in 2009 and 2008, respectively.  In
2009 and 2008, the funds were borrowed from a related party.


-
12 -





We have
suffered recurring losses from operations and have an accumulated deficit of
$2,642,244 and $2,445,847 in 2009 and 2008, respectively.  Currently,
we are a non-operating public company. We are seeking out suitable candidates
for a business combination with a private company.  We anticipate that our
existing cash and cash equivalents will not be sufficient to fund our business
needs.  We will rely on funding from Investor for our cash
needs.  Our ability to continue may prove more expensive than we
currently anticipate and we may incur significant additional costs and expenses
in connection with seeking a suitable transaction.





Going Concern
Uncertainties





As of the date of this annual report,
there is doubt regarding our ability to continue as a going concern as we have
not generated sufficient cash flow to fund our business operations and loan
commitments.  Our future success and viability, therefore, are
dependent upon our ability to generate capital financing.  The failure
to generate sufficient revenues or raise additional capital may have a material
and adverse effect upon the Company and our shareholders.





Capital
Expenditures





None




Contractual
Obligations





As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.





Off-Balance Sheet
Arrangements





As
of December 31, 2009, we did not have any off-balance sheet arrangements as
defined in Item 303(a)(4)(ii) of Regulation S-K.





Item
7A.   Quantitative and Qualitative Disclosures about Market
Risk.





As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.








-
13 -


Item 8.





TRIST
HOLDINGS, INC.


TABLE OF
CONTENTS








PAGEREPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            
            15FINANCIAL
      STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31,  2009 AND
      2008Balance
      Sheets
            
            16Statements
      of Operations
            
            17Statements
      of Shareholders' Deficit
            
            18Statements
      of Cash Flows
            
            19Notes
      to Financial Statements
            
            20
      to 23


























-
14 -


REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM








Board of
Directors and Stockholders of Trist Holdings, Inc.





We have
audited the accompanying balance sheets of Trist Holdings, Inc. (the "Company"),
as of December 31, 2009 and 2008, and the related statements of operations,
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits includes consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Trist Holdings, Inc. as of December
31, 2009 and 2008, and the results of its operations and its cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has recurring losses from
operations and had stockholder’s deficit of approximately $878,926 and $682,529
at December 31, 2009 and 2008. As discussed in Note 3 to the financial
statements, a significant amount of additional capital will be necessary to
advance operations to the point at which the Company is profitable. These
conditions, among others, raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans regarding these matters are also
described in Note 3. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





Anton
& Chia, CPAs








Irvine,
California


February
4, 2010

















-
15 -





Trist
      Holdings, Inc.Balance
      SheetsASSETSDecember
      31,2009
            
            
            2008Current
      assetsCash
            
            $
            7,025
            
            
            $
            5,000Prepaid
      expenses and other current assets
            
            
            -
            
            
            
            7,798Total
      current assets
            
            $
            7,025
            
            
            $
            12,798LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
            
            $
            15,729
            
            
            $
            -Note
      payable - related party
            
            
            500,000
            
            
            $
            500,000Revolving
      note payable - related party
            
            
            356,518
            
            
            
            149,620Accrued
      interest - related party
            
            
            13,704
            
            
            
            45,707Total
      current liabilities
            
            
            885,951
            
            
            
            695,327Stockholders'
      deficitCommon
      stock, 2,000,000,000 shares authorized; $0.0001 par value;89,239,920
      shares issued and outstanding
            
            
            8,924
            
            
            
            8,924Additional
      paid in capital
            
            
            1,754,394
            
            
            
            1,754,394Accumulated
      deficit
            
            
            (2,642,244
            )
            
            
            (2,445,847
            )Total
      stockholders' deficit
            
            
            (878,926
            )
            
            
            (682,529
            )Total
      liabilities and stockholders' deficit
            
            $
            7,025
            
            
            $
            12,798The
      accompanying notes are an integral part of these financial
      statements.

















-
16 -





Trist
      Holdings, Inc.Statements
      of OperationsFor
      the years ended December 31,2009
            
            
            2008Revenue,
      net
            
            $
            -
            
            
            $
            -Operating
      expensesDirectors
      and officers compensation
            
            
            64,875
            
            
            
            70,500General
      & administrative expenses
            
            
            76,420
            
            
            
            74,263Total
      operating expenses
            
            
            141,295
            
            
            
            144,763Loss
      from operations
            
            
            (141,295
            )
            
            
            (144,763
            )Other
      expensesInterest
      expense
            
            
            55,102
            
            
            
            45,707Loss
      before Income Taxes
            
            
            (190,470
            )
            
            
            (190,470
            )Provision
      for income taxes
            
            
            -
            
            
            
            800Loss
      from operations
            
            
            (196,397
            )
            
            
            (191,270
            )Net
      Loss
            
            $
            (196,397
            )
            
            $
            (191,270
            )Basic
      & dilutive loss per share
            
            $
            (0.00
            )
            
            $
            (0.00
            )Basic
      & diluted weighted average shares outstanding
            
            
            89,239,920
            
            
            
            89,239,920The
      accompanying notes are an integral part of these financial
      statements.








-
17 -





Trist Holdings,
    Inc.Statements
      of Stockholders' DeficitFor
      the Years Ended December 31, 2009 and 2008Common
      Stock
            
            
            Additional
      Paid in Capital
            
            
            Accumulated
      Deficit
            
            
            Stockholders'
      DeficitShares
            
            
            AmountBalance
      as of December 31, 2007
            
            
            89,239,920
            
            
            $
            8,924
            
            
            $
            1,754,394
            
            
            $
            (2,254,577
            )
            
            $
            (491,259
            )Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (191,270
            )
            
            
            (191,270
            )Balance
      as of December 31, 2008
            
            
            89,239,920
            
            
            
            8,924
            
            
            
            1,754,394
            
            
            
            (2,445,847
            )
            
            
            (682,529
            )Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (196,397
            )
            
            
            (196,397
            )Balance
      as of December 31, 2009
            
            
            89,239,920
            
            
            $
            8,924
            
            
            $
            1,754,394
            
            
            $
            (2,642,244
            )
            
            $
            (878,926
            )The
      accompanying notes are an integral part of these financial
      statements.





-
18 -





Trist
      Holdings, Inc.Statements
      of Cash FlowsFor
      the Years Ended December 31, 2009 and 20082009
            
            
            2008Cash
      flows from operating activities:Net
      loss
            
            $
            (196,397
            )
            
            $
            (191,270
            )Adjustments
      to reconcile net loss to net cash used in/provided by operating
      activities:Interest
      expense
            
            
            55,102
            
            
            
            45,707Changes
      in operating assets and liabilities:Prepaid
      expenses
            
            
            7,798
            
            
            
            (4,057
            )Accounts
      payable and accrued expenses
            
            
            6,129
            
            
            
            -Net
      cash used in operating activities
            
            
            (127,368
            )
            
            
            (149,620
            )Cash
      flows -  investing activities:Net
      cash - investing activities
            
            
            -
            
            
            
            -Cash
      flows from financing activities:Loan
      from related party
            
            
            129,393
            
            
            
            149,620Net
      cash provided by financing activities
            
            
            129,393
            
            
            
            149,620Net
      increase in cash
            
            
            2,025
            
            
            
            -Cash  -
      beginning balance
            
            
            5,000
            
            
            
            5,000Cash  -
      ending balance
            
            $
            7,025
            
            
            $
            5,000


NonCash
Transaction – Cash flows from operating, investing and financial activities have
been impacted from the following noncash transaction.  On October 19,
2009, we converted $87,105 of accrued interest into principle of the Revolving
Note.





The
accompanying notes are an integral part of these financial
statements.





-
19 -


TRIST
HOLDINGS, INC.


NOTES
TO FINANCIAL STATEMENTS


YEARS
ENDED DECEMBER 31, 2009 AND 2008





NOTE
1.    Nature of business and significant accounting
policies





We were
incorporated in the State of Delaware as Camryn Information Services, Inc. on
May 13, 1997. We operated for a brief period of time before we ceased operations
on February 25, 1999 when we forfeited our charter for failure to designate a
registered agent. We remained dormant until 2004 when we renewed our operations
with the filing of a Certificate of Renewal and Revival of Charter with the
State of Delaware on October 29, 2004. On November 3, 2004, we filed a
Certificate of Amendment and our name was formally changed from Camryn
Information Services, Inc. to iStorage Networks, Inc. Such change became
effective on November 8, 2004.  On January 26, 2006, iStorage issued
8,200,000 shares of restricted stock (post-split) in exchange for all of the
assets and liabilities of LLC. iStorage changed its name to Landbank Group, Inc.
on January 27, 2006.   LLC made bulk acquisitions of parcels of land,
primarily through the real property tax lien foreclosure process. The bulk
acquisitions were then divided into smaller parcels for resale. On December 31,
2007, we transfer LLC to LALLC, ceased business operations, and changed our name
to Trist Holdings, Inc.





On
October 19, 2009, pursuant to a Share Purchase Agreement of the same date
between LALLC, the Company’s former majority stockholder, and Woodman and
Europa, LALLC sold to Woodman and Europa an aggregate of 79,311,256 shares of
Company common stock as well as all notes and liabilities due LALLC from the
Company in exchange for aggregate cash consideration equal to
$165,000.





The sale
resulted in a change in control of the Company whereby each Purchaser acquired
39,655,628 shares of Company common stock, which shares represent, 44.43%
individually, or 88.9% in the aggregate, of the Company’s outstanding common
stock.  Each purchaser also became a party to the Company’s
Registration Rights Agreement dated December 31, 2007 between the Company and
LALLC.





Currently,
we are seeking suitable candidates for a business combination with a private
company.  The Company’s principal business objective for the next 12
months and beyond such time will be to achieve long-term growth potential
through a combination with an operating business. The Company will not restrict
its potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business.





Basis of
Presentation— The accompanying financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of America.





Going Concern— Since inception, the Company and its former subsidiary have a
cumulative net loss of $2,642,244.  Since inception, the Company has
also been dependent upon the receipt of capital investment or other financing to
fund its operations.  The Company currently has no source of operating
revenue, and has only limited working capital with which to pursue its business
plan, which contemplates the completion of a business combination with an
operating company.  The amount of capital required to sustain
operations until the successful completion of a business combination is subject
to future events and uncertainties.  It may be necessary for the
Company to secure additional working capital through loans or sales of common
stock, and there can be no assurance that such funding will be available in the
future.  These conditions raise substantial doubt about the Company’s
ability to continue as a going concern.





The
accompanying financial statements have been presented on the basis of the
continuation of the Company as a going concern and do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going
concern.


-
20 -





Use of
Estimates —The preparation of financial statements in conformity with
generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.





Cash and Cash
Equivalents— The Company considers investments with original maturities
of 90 daysor less to be cash equivalents. At December 31, 2009 and 2008,
the Company had $7,025 and no cash equivalents, respectively.





Income
Taxes - The Company accounts for income taxes under FASB Codification
Topic 740-10-25 (“ASC 740-10-25”).  Under ASC 740-10-25, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.  Under
ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.





Net Loss Per
Share — Basic loss per share is calculated using the weighted-average
number of common shares outstanding during each reporting period. Diluted loss
per share includes potentially dilutive securities such as outstanding options
and warrants, using various methods such as the treasury stock or modified
treasury stock method in the determination of dilutive shares outstanding during
each reporting period.  The Company currently has no dilutive
securities and as such, basic and diluted loss per share are the same for all
periods presented.





Concentration of
Credit Risk — Financial instruments that potentially subject the Company
to a concentration of credit risk consist of cash.  The Company
maintains its cash with high credit quality financial institutions; at times,
such balances with any one financial institution may exceed FDIC insured
limits.





Fair value of
Financial Instruments-The Company adopted ASC topic 820, “Fair Value Measurements and
Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements,”
effective January 1, 2009. ASC 820 defines “fair value” as the price that would
be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date. There was no
impact relating to the adoption of ASC 820 to the Company’s financial
statements.


ASC
      820 also describes three levels of inputs that may be used to measure fair
      value:•
            Level
      1: Observable inputs that reflect unadjusted quoted prices for identical
      assets or liabilities traded in active markets.•
            Level
      2: Inputs other than quoted prices included within Level 1 that are
      observable for the asset or liability, either directly or
      indirectly.•
            Level
      3: Inputs that are generally unobservable. These inputs may be used with
      internally developed methodologies that result in management’s best
      estimate of fair value.




Financial
instruments consist principally of cash, prepaid expenses, accounts payable, and
accrued liabilities. The carrying amounts of such financial instruments in the
accompanying balance sheets approximate their fair values due to their
relatively short-term nature. It is management’s opinion that the Company is not
exposed to any significant currency or credit risks arising from these financial
instruments.







-
21 -


Recently Issued
Accounting Pronouncements—





In
June 2009, the FASB issued ASC 105 Accounting Standards
CodificationTMand the Hierarchy of
Generally Accepted Accounting Principles. The FASB Accounting Standards
CodificationTM (the
“Codification”) has become the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in accordance with Generally Accepted
Accounting Principles (“GAAP”). All existing accounting standard documents are
superseded by the Codification and any accounting literature not included in the
Codification will not be authoritative. Rules and interpretive releases of the
SEC issued under the authority of federal securities laws, however, will
continue to be the source of authoritative generally accepted accounting
principles for SEC registrants. Effective September 30, 2009, all
references made to GAAP in our consolidated financial statements will include
references to the new Codification. The Codification does not change or alter
existing GAAP and, therefore, will not have an impact on our financial position,
results of operations or cash flows.





In June
2009, the FASB issued changes to the consolidation guidance applicable to a
variable interest entity (VIE). FASB ASC Topic 810, "Consolidation," amends the
guidance governing the determination of whether an enterprise is the primary
beneficiary of a VIE, and is, therefore, required to consolidate an entity, by
requiring a qualitative analysis rather than a quantitative analysis. The
qualitative analysis will include, among other things, consideration of who has
the power to direct the activities of the entity that most significantly impact
the entity's economic performance and who has the obligation to absorb losses or
the right to receive benefits of the VIE that could potentially be significant
to the VIE. This standard also requires continuous reassessments of whether an
enterprise is the primary beneficiary of a VIE. FASB ASC 810 also requires
enhanced disclosures about an enterprise's involvement with a VIE. Topic 810 is
effective as of the beginning of interim and annual reporting periods that begin
after November 15, 2009. This will not have an impact on the Company’s financial
position, results of operations or cash flows.





In June
2009, the FASB issued Financial Accounting Standards Codification No. 860 -
Transfers and Servicing. FASB ASC No. 860 improves the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor's continuing involvement, if any,
in transferred financial assets. FASB ASC No. 860 is effective as of the
beginning of each reporting entity's first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period and for interim and annual reporting periods thereafter. The Company is
evaluating the impact the adoption of FASB ASC No. 860 will have on its
financial statements.





NOTE 2 - Note
Payable - Related Party and Revolving Note Payable – Related Party





On December 31, 2007, we executed a
Demand Promissory Note (the “Demand Note”) payable to Landbank Acquisition LLC,
$500,000 with simple interest on the unpaid principal from the date of the note
at the rate of eight percent (8%) per annum.  Landbank Acquisition LLC
was related to the Company through common major shareholders. The Note was due
on demand.





On
October 19, 2009, we entered into a Revolving Promissory Note (the “Revolving
Note”) with Landbank.   Under the terms of the Revolving Note,
Landbank agreed to advance to the Company, from time to time and at the request
of the Company, amounts up to an aggregate of $500,000 until October 19,
2010.  All advances shall be paid on or before October 19, 2010 and
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 eight
percent (8%) per annum, compounded annually.  The Company’s
obligations under the Revolving Note will accelerate upon a bankruptcy event of
the Company, any default by the Company of its payment obligations under the
Revolving Note or the breach by the Company of any provision of any material
agreement between the Company and the noteholder.  At December 31,
2008 and 2009, $356,518 and $149,620 was deemed outstanding under the Revolving
Note, respectively.





In
connection with the Sale, the Note was assigned to Woodman and Europa in equal
parts. The Revolving Note was cancelled, and new notes (the “Replacement Notes”)
were issued by the Company to Woodman and Europa on October 19, 2009. The
Replacement Notes contain identical terms and conditions to the Note, except
that each Replacement Note provides that the noteholder will advance up to
$250,000.  As of the date of the Replacement Notes, $168,259 was
deemed outstanding under each Replacement Note.


-
22 -





As part
of the Sale, the Purchasers also acquired the Replacement Notes (as described
above) and the Demand Note in the principal amount of $500,000 dated December
31, 2007.  The Demand Note was cancelled and new notes (the
“Replacement Demand Notes”) were issued by the Company to the
Purchasers.  The Replacement Demand Notes contain identical terms and
conditions to the Demand Note, except that each Replacement Demand Note was
issued in the principal amount of $250,000.





We
recorded an interest expense of $55,102 and $45,707 for the years ended December
31, 2009 and 2008, respectively. On October 19, 2009, the accrued interested
owed to the related parties was included in the amount of the Revolving
Note.  The accrued interest at December 31, 2009 and 2008 amounted to
$13,704 and $45,707, respectively, was included as part of amount due to related
party.





NOTE
3 - Going Concern





The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate continuation of the
company as a going concern. However, we have an accumulated deficit of
$2,642,244 as of December 31, 2009. Our total liabilities exceeded its total
assets by $878,926 as of December 31, 2009. In view of the matters described
above, recoverability of a major portion of the recorded asset amounts shown in
the accompanying balance sheet is dependent upon our continued operations, which
in turn is dependent upon our ability to raise additional capital, obtain
financing and succeed in seeking out suitable candidates for a business
combination with a private company. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities that might be necessary
should we be unable to continue as a going concern.





Furthermore,
the principal shareholders, Woodman and Europa have demonstrated their ability
and willingness to lend working capital to us and committed to doing so into the
future. To the extent it is unwilling to provide working capital, we will not be
able to continue.





NOTE
4 – Subsequent Events





In
preparing these financial statements, the Company has evaluated events and
transactions for potential recognition or disclosure through February 4, 2010,
the date the financial statements were issued.


-
23 -







Item
9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.





Not
applicable





Item
9A(T).  Controls and Procedures.





(a) Evaluation of Disclosure Controls
and Procedures





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission’s rules and forms
and that such information is accumulated and communicated to our management,
including our interim President, who serves as our principal executive officer
and principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure.





Our
interim President reviewed and evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined by Rule
240.13a-15(e) or 15d-15(e)) of the Exchange Act Rule 13a-15 as of the end of the
period covered by this report.  Based upon this evaluation, our interim
President concluded that, as of the end of such period, our disclosure controls
and procedures were effective as of the end of the fiscal year covered by this Form
10-K.





(b)
Management’s Annual Report on Internal Control over Financial
Reporting





The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act and for assessing the effectiveness of internal
control over financial reporting.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. In addition, projections of any evaluation of
effectiveness of internal control over financial reporting to future periods are
subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.





Management
has assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2009.  In making its assessment of
internal control over financial reporting, management used the criteria
established in Internal Control — Integrated Framework, issued by the
Committee of Sponsoring Organizations of the Treadway
Commission.  This assessment included an evaluation of the design of
the Company’s internal control over financial reporting and testing of the
operational effectiveness of those controls.  Based on the results of
this assessment, management has concluded that the Company’s internal control
over financial reporting was effective as of December 31, 2009.





This
Annual Report on Form 10-K does not include an attestation report of the
Company’s registered public accounting firm regarding internal control over
financial reporting.  Management’s report was not subject to
attestation by the Company’s registered public accounting firm pursuant to
temporary rules of the SEC that permit the Company to provide only management’s
report in this Annual Report on Form 10-K.





(c)
Changes in Internal Control over Financial Reporting





There
were no changes in the Company’s internal control over financial reporting that
occurred during the fourth quarter of the year ended December 31, 2009 that have
materially affected, or that are reasonably likely to materially affect, the
Company’s internal control over financial reporting.





Item
9B.  Other Information.





None


-
24 -


PART
III





Item
10.  Directors, Executive Officers and Corporate
Governance.





Landbank
has a two person Board of Directors, none of whom are employees or affiliates of
the Company. In addition, the Company has formed an Audit Committee, effective
July 12, 2006, comprised of Gary Freeman and Lee Mendelson, the two
non-affiliate directors of the Company. Mr. Freeman serves as the audit
committee financial expert for the Committee.





Name
            
            Age
            
            Position
      Held and TenureGary
      Freeman
            
            42
            
            Director
      since July 2007Lee
      Mendelson
            
            38
            
            Director
      since July 2007Eric
      Stoppenhagen
            
            36
            
            President,
      Secretary and Chief Financial Officer since September
      2007





Biographical
Information





Gary Freeman, Director. Mr.
Freeman has served as a director of the Company since July 2007. Mr. Freeman is
currently a Partner in Beach, Freeman, Lim & Cleland’s Audit and Accounting
services division. In conjunction with various consulting engagements, Mr.
Freeman has assumed interim senior level management roles at numerous public and
private companies during his career, including Co-President and Chief Financial
Officer of Trestle Holdings, Inc., Chief Financial Officer of Silvergraph
International and Chief Financial Officer of Galorath Incorporated. Mr. Freeman
served as a member of the Board of Directors of Blue Holdings and Trestle
Holdings, and GVI Security Solutions. Mr. Freeman’s previous experience includes
ten years with BDO Seidman, LLP, including two years as an Audit
Partner.





Lee Mendleson, Director. Mr.
Mendelson has served as a director of the Company since July 2007. Mr. Mendelson
is the Founder and Managing Attorney of Mendelson Law Group where his practice
is focused on representing creditors in retail and commercial
litigation.  Mr. Mendelson is active in several commercial law
associations and publications.





Eric Stoppenhagen.Mr.
Stoppenhagen, through his consulting company, Venor, Inc., provides financial
and management services to small to medium-sized companies that either are
public or desire to become public. He provides temporary CFO services to these
companies, which includes as transaction advice, preparation of security filings
and advice regarding compliance with corporate governance requirements. Mr.
Stoppenhagen has more than ten years of financial experience having served in an
executive capacity for several public and private companies; including as Vice
President of Finance  and subsequently Interim President of Trestle
Holdings, Inc. from 2003 to 2009;Interim President of
WoozyFly, Inc. from 2009 to 2010; Interim President of Trist Holdings, Inc. from
2007 to 2010; CFO and Director of AuraSource, Inc. from 2008 to 2010; CFO of
GetFugu, Inc. in 2009; and, CFO of Jardinier Corp. from 2007 to 2008. Mr.
Stoppenhagen is a Certified Public Accountant and holds a Juris Doctorate and
Masters of Business Administration both from George Washington University.
Additionally, he holds a Bachelor of Science in Finance and a Bachelor of
Science in Accounting both from Indiana University.





Certain
Legal Proceedings





To our
knowledge, during the past five years, none of our directors, executive
officers, promoters, control persons, or nominees has been:





•
            the
      subject of any bankruptcy petition filed by or against any business of
      which such person was a general partner or executive officer either at the
      time of the bankruptcy or within two years prior to that
    time;





•
            convicted
      in a criminal proceeding or is subject to a pending criminal proceeding
      (excluding traffic violations and other minor
  offenses);





-
25 -





•
            subject
      to any order, judgment, or decree, not subsequently reversed, suspended or
      vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or





•
            found
      by a court of competent jurisdiction (in a civil action), the Commission
      or the Commodity Futures Trading Commission to have violated a federal or
      state securities or commodities
law.





Section
16(a) Beneficial Ownership Reporting Compliance.





Section
16(a) of the Securities Exchange Act of 1934 requires that our executive
officers and directors, and persons who own more than ten percent of a
registered class of our equity securities, file reports of ownership and changes
in ownership with the SEC.  Executive officers, directors and
greater-than-ten percent stockholders are required by SEC regulations to furnish
us with all Section 16(a) forms they file.  Based solely on our review
of the copies of the forms received by us and written representations from
certain reporting persons that they have complied with the relevant filing
requirements, we believe that, during the year ended December 31, 2009, all of
our executive officers, directors and greater-than-ten percent stockholders
complied with all Section 16(a) filing requirements.





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. 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.





Audit
Committee





The Audit
Committee includes at least one member who is determined by the Board to meet
the qualifications of an “audit committee financial expert” in accordance with
SEC rules, excluding the requirement that the person meets the relevant
definition of an “independent director.”  Mr. Freeman is the director
who has been determined to be an audit committee financial expert. Stockholders
should understand that this designation is a disclosure requirement of the SEC
related to Mr. Freeman’s experience and understanding with respect to certain
accounting and auditing matters. The designation does not impose on Mr. Freeman
any duties, obligations or liability that are greater than are generally imposed
on him as a member of the Audit Committee and Board of Directors, and his
designation as an audit committee financial expert pursuant to this SEC
requirement does not affect the duties, obligations or liability of any other
member of the Audit Committee or the Board of Directors. Mr. Freeman is an
independent director.







Director
Independence




Our board
of directors currently consists of two members: Gary Freeman and Lee
Mendelson.




We do not
have a separately designated compensation or nominating committee of our board
of directors and the functions customarily delegated to these committees are
performed by our full board of directors.  We are not a “listed
company” under SEC rules and are therefore not required to have separate
committees comprised of independent directors.  We have, however,
determined that Gary Freeman and Lee Mendelson are “independent” as that term is
defined in Section 4200 of the Marketplace Rules as required by the NASDAQ Stock
Market.







-
26 -


Item
11.  Executive Compensation





The following table
and related footnotes show the compensation paid during the fiscal years ended
December 31, 2009 and 2008, to the Company's named executive
officers:





Summary
Compensation Table


All
      OtherName
      and Principal
            Year
            
            Salary
            
            
            Bonus
            
            
            Option
      Awards
            
            
            Compensation
            
            
            TotalPosition
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            ($)(a)
            (b)
            
            (c)
            
            
            (d)
            
            
            (f)
            
            
            (i)
            
            
            (j)Eric
      Stoppenhagen (3)
            2009
            
            $
            48,000
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            $
            48,000President,
      Secretary and Chief Financial Officer
            2008
            
            $
            48,000
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            $
            48,000





(1)          Joined
the Company in September 2007. Represents consulting fees paid to Mr.
Stoppenhagen’s company, Venor, Inc.





Employment
Agreements





On September 27, 2007, the Company
entered into a Consulting Agreement with Venor Consulting, Inc. (“Venor”), a
company owned by Mr. Stoppenhagen.  Under the terms of the consulting
agreement, Venor will perform certain consulting services for the Company with
respect to, among other things, the provision of executive services (including,
without limitation, the services of Mr. Eric Stoppenhagen, the Company's Interim
President and Secretary) for a period of nine months.  This contract
is currently terminable at will.  The Company will pay Venor a monthly
fee for certain of the services to be provided, with additional services to be
billed at an hourly rate.





Outstanding
equity awards at fiscal year-end





None.





Compensation
of Directors








DIRECTOR
      COMPENSATION FY 2009Name
            
            Fees
              Earned
      or
              Paid
      in
              Cash
              ($)
            
            
            Stock
              Awards
              ($)
            
            
            Option
              Awards
              ($)
            
            
            Non-Equity
              Incentive
              Plan
              Compensation
              ($)
            
            
            Nonqualified
              Deferred
              Compensation
      Earnings
              ($)
            
            
            All
              Other
              Compensation
              ($)
            
            
            Total
              ($)All
      Directors
            
            $
            5,625
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            $
            5,625





We
currently pay our directors $7,500 per year, $1,875 payable on the first
business day of each fiscal quarter for service on the board of
directors.





-
27 -


Item
12.  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 February 4, 2010 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.








Title
      of Class
            
            Name
      and Address of Beneficial Owner
            
            Amount
      and Nature of Beneficial Ownership (1)
            
            Percent
      of Class (2)Common
            
            Woodman
      Management Corporation (3)
              PO
      BOX 4198,
              Newport
      Beach, CA 92661
            
            39,655,628
            
            44.43%Common
            
            Europa
      International, Inc. (3)
              PO
      BOX 4198,
              Newport
      Beach, CA 92661
            
            39,655,628
            
            44.43Common
            
            Directors
      and Executive Officers as a
              Group
      (3 persons)(4)
            
            *
            
            *


*
            Less than
      1%.


(1)
            "Beneficial
      Owner" means having or sharing, directly or indirectly (i) voting power,
      which includes the power to vote or to direct the voting, or (ii)
      investment power, which includes the power to dispose or to direct the
      disposition, of shares of the common stock of an issuer. The definition of
      beneficial ownership includes shares, underlying options or warrants to
      purchase common stock, or other securities convertible into common stock,
      that currently are exercisable or convertible or that will become
      exercisable or convertible within 60 days. Unless otherwise indicated, the
      beneficial owner has sole voting and investment
  power.





(2)
            Percentages
      are based on 89,239,920 shares of common stock issued and outstanding as
      of December 31, 2009.





(3)
            On
      October 19, 2009, pursuant to a Share Purchase Agreement of the same date
      between LALLC, the Company’s former majority stockholder, and Woodman and
      Europa, LALLC sold to Woodman and Europa an aggregate of 79,311,256 shares
      of Company common stock as well as all notes and liabilities due LALLC
      from the Company in exchange for aggregate cash consideration equal to
      $165,000.  This resulted in a change in control of the Company
      whereby each Purchaser acquired 39,655,628 shares of Company common stock,
      which shares represent, 44.43% individually, or 88.9% in the aggregate, of
      the Company’s outstanding common stock.  Each Purchaser also
      became a party to the Company’s Registration Rights Agreement dated
      December 31, 2007 between the Company and
LALLC.





(4)
            Messrs,
      Freeman, Mendelson, and Stoppenhagen have no beneficial ownership in the
      Company.





Securities
Authorized for Issuance Under Equity Compensation Plans





None





Changes in Control
Arrangements





There
existed no change in control arrangements at December 31, 2009.





-
28 -


Item
13.   Certain Relationships and Related Transactions, and Director
Independence.





None





Director
Independence





In
conjunction with the preparation of this registration statement, using the
definition of “independence” established by the NASDAQ Stock Market, we have
evaluated all relationships between each director and the Company.





Based on
the foregoing definition, we have determined that two of our directors, Mr.
Freeman and Mr. Mendelson, currently meet the definition of an “independent”
director under the standards established by NASDAQ. We do not currently have a
nominating or compensation committee.





Our Board
of Directors will continually monitor the standards established for director
independence under applicable law or listing requirements and will take all
reasonable steps to assure compliance with those standards.





Item
14.  Principal Accountant Fees and Services





Independent
Public Accountants





On May
13, 2009, the Company dismissed Kabani & Company, Inc. (“Kabani”) as its
principal independent accountant.  Kabani report on the Company’s
financial statements for the year ended December 31, 2008 did not contain an
adverse opinion or disclaimer of opinion except that the audit reports for the
fiscal years ended December 31, 2007 and 2008, contained an explanatory
paragraph expressing substantial doubt about our ability to continue as a going
concern. The Board of Directors approved the decision to dismiss Kabani as the
Company’s principal independent accountant. During the Company’s two most recent
fiscal years and through the date of Kabani dismissal, there were no
disagreements with Kabani on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of Kabani, would have caused it to make reference
to the subject matter of the disagreement(s) in connection with its
report.





On May
13, 2009 the Company retained Anton & Chia, LLP to serve as the Company’s
principal independent accountant. No consultations occurred between the
Registrant and Anton & Chia, LLP during the two most recent fiscal years and
through May 13, 2009 regarding either (i) the application of accounting
principles to a specific completed or contemplated transaction, the type of
audit opinion that might be rendered on the Registrant’s financial statements,
or other information provided that was an important factor considered by the
Registrant in reaching a decision as to an accounting, auditing or financial
reporting issue, or (ii) any matter that was the subject of disagreement or a
reportable event requiring disclosure under Item 304(a)(1)(iv) or (a)(1)(v) of
Regulation S-K.





Audit
Fees





The aggregate fees billed by Anton
& Chia, LLP for professional services rendered for the audit of our annual
financial statements and review of financial statements included in our
quarterly reports or services that are normally provided in connection with
statutory and regulatory filings were $6,000 for the fiscal year ended December
31, 2009.





The aggregate fees billed by Kabani
& Company, Inc. for professional services rendered for the audit of our
annual financial statements and review of financial statements included in our
quarterly reports or services that are normally provided in connection with
statutory and regulatory filings were $10,000 for the fiscal year ended December
31, 2009 and $43,000 for the fiscal year ended December 31, 2008.





Audit-Related
Fees





None








Tax
Fees





During
fiscal year 2008, the Company recorded accounting/professional fees totaling
$840 that were billed to the Company by Gaytan, Baumblatt, & Leevan, LLP
(“GBL”), which is owned by Ray Gaytan, a former director of the Company. These
fees included tax advice and the preparation of the Company’s annual tax
returns. Anton & Chia, LLP and Kabani & Company, Inc. have not provided
any tax related services to the Company.





Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of
Independent Auditors





The Board’s policy is to
pre-approve all audit and permissible non-audit services provided by the
independent registered public accounting firm. These services may include audit
services, audit-related services, tax services and other services. Pre-approval
is generally detailed as to the particular service or category of services and
is generally subject to a specific budget. The independent registered public
accounting firm and management are required to periodically report to the Board
regarding the extent of services provided by the independent registered public
accounting firm in accordance with this pre-approval, and the fees for the
services performed to date. The Board may also pre-approve particular services
on a case-by-case basis.





The Board has determined that
the rendering of the services other than audit services byKabani &
Companyis compatible
with maintaining the principal accountant’s independence.





-
29 -


PART
IV





Item
15.  Exhibits and Financial Statement Schedules.





(a)
            The
      following documents are filed as a part of this
  Report:





1.
            Financial
      Statements. The following financial statements of Trist
      Holdings, Inc. are included in
Item 8:





Report of
Independent Registered Public Accounting Firm.





Balance
Sheets as of December 31, 2009 and 2008.





Statements
of Operations for the year ended December 31, 2009 and 2008.





Statements
of Stockholders’ Deficit for the years ended December 31, 2009 and
2008.





Statements
of Cash Flows for the years ended December 31, 2009 and 2008.





Notes to
Financial Statements.










2.
            Financial
      Statement Schedule(s):





All
schedules are omitted for the reason that the information is included in the
financial statements or the notes thereto or that they are not required or are
not applicable.





3.
            Exhibits:





EXHIBIT
      NUMBER
            
            DESCRIPTION2.1
            
            Stock
      Purchase Agreement dated January 23, 2006 between iStorage Networks, Inc.
      and Landbank, LLC. (1)2.2
            
            Stock
      Purchase Agreement dated January 23, 2006 between M. Thomas Makmann and
      iStorage Networks, Inc. (1)2.3
            
            Securities
      Exchange Agreement dated November 1, 2007 between Landbank Group, Inc.,
      Landbank Acquisition LLC and Family Products LLC. (2)3.1
            
            Certificate
      of Incorporation of the Company, formerly Camryn Information Services,
      Inc., dated May 13, 1997. (1)3.2
            
            Certificate
      of Renewal and Revival of Charter dated October 29, 2004.
    (1)3.3
            
            Certificate
      of Amendment to the Certificate of Incorporation to change name to
      iStorage Networks, Inc., dated November 8, 2004. (1)3.4
            
            Certificate
      of Amendment to the Certificate of Incorporation to change name to
      Landbank Group, Inc., dated January 27, 2006. (1)3.5
            
            Certificate
      of Amendment to the Certificate of Incorporation, dated June 29, 2006,
      reflecting the reverse split of the Company’s common stock.
      (1)3.6
            
            Certificate
      of Amendment to the Certificate of Incorporation, dated December 31,
      2007.3.7
            
            Amended
      and Restated By-Laws of the Company adopted November 2, 2006.
      (1)3.8
            
            Amendment
      to Amended and Restated By-Laws of the Company adopted November 2, 2006.
      (3)10.1
            
            2006
      Stock Incentive Plan (1)10.2
            
            Form
      of Stock Option Agreement under 2006 Stock Incentive Plan.
    (1)10.3
            
            Consulting,
      Confidentiality and Proprietary Rights Agreement between Landbank Group,
      Inc. and Venor, Inc., dated September 27, 2007 (4)10.4
            
            Form
      of Option Termination Agreement. (4)10.5
            
            Letter
      of Termination, dated September 12, 2007, between Landbank Group, Inc. and
      Aziz Munir and Ray Dirks (4)


-
30 -





10.6
            
            Letter
      of Termination, dated September 12, 2007, between Landbank Group, Inc. and
      Investment Capital Researchers, Inc. (4)10.7
            
            Form
      of Demand Promissory Note issued by Landbank, LLC. (4)10.8
            
            Form
      of Assignment of Promissory Note, agreed to by Landbank, LLC.
      (4)10.9
            
            Revolving
      Promissory Note dated October 19, 2009 by and among Trist Holdings, Inc.
      and Landbank, LLC. (5)10.10
            
            Revolving
      Promissory Note dated October 19, 2009 by and among Trist Holdings, Inc.
      and Woodman Management Corporation. (5)10.11
            
            Revolving
      Promissory Note dated October 19, 2009 by and among Trist Holdings, Inc.
      and Europa International, Inc. (5)10.12
            
            Demand
      Note dated October 19, 2009 by and among Trist Holdings, Inc. and Woodman
      Management Corporation. (5)10.13
            
            Demand
      Note dated October 19, 2009 by and among Trist Holdings, Inc. and Europa
      International, Inc. (5)31
            
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32
            
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to section 906 of the
      Sarbanes-Oxley Act of 2002.





(1)           Incorporated
by reference to Amendment No. 2 to the Registrant's Registration Statement on
Form 10-SB, filed with the Securities and Exchange Commission on January 4,
2007.


(2)           Incorporated
by reference to Registrant’s Current Report on Form 8-K filed on November 7,
2007.


(3)           Incorporated
by reference to Exhibit 3.2 of Registrant’s Current Report Form 8-K filed on
November 21, 2007.


(4)           Incorporated
by reference to Registrant’s Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2007.


(5)           Incorporated
by reference to Exhibits of Registrant’s Current Report Form 8-K filed on
October 23, 2009.


-
31 -


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





Trist Holdings, Inc.Date:
      February 4, 2010
            
            
            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 Trist 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-K, 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
            President
      and Secretary
            February
      4, 2010Eric
      Stoppenhagen
            (Principal
      Executive Officer)/s/ ERIC
      STOPPENHAGEN
            Chief
      Financial Officer
            February
      4, 2010Eric
      Stoppenhagen
            (Principal
      Financial Officer)/s/ GARY
      FREEMAN
            Director
            February
      4, 2010Gary
      Freeman/s/ LEE
      MENDELSON
            Director
            February
      4, 2010Lee
      Mendelson