(Mark
One)
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended December 31, 2008
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OR
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from
to
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DELAWARE
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20-1915083
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(State
or other jurisdiction of incorporation
or organization)
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(I.R.S.
Employer Identification No.)
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||
7030 Hayvenhurst Avenue, Van Nuys,
CA
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91406
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(Address
of principal executive offices)
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(Zip
Code)
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Title
of each class
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Name
of each exchange on which registered
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None
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None
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Large
accelerated filer
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Accelerated
filer
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||
Non-accelerated
filer (Do not check if a smaller reporting company)
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Smaller
reporting company x
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PAGE
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PART
I.
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||
Item
1.
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4
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Item
1A.
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5
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Item
1B.
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8
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Item
2.
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8
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Item
3.
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8
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Item
4.
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8
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PART
II.
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||
Item
5.
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8
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Item
6.
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9
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Item
7.
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9
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Item
7A.
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11
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Item
8.
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12
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Item
9.
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23
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Item
9A (T).
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23
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Item
9B.
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23
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PART
III.
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||
Item
10.
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24
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Item
11.
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26
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Item
12.
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27
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Item
13.
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28
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Item
14.
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28
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PART
IV
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Item
15.
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29
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31
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·
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announcements
concerning our strategy;
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·
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litigation;
and
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·
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general
market conditions.
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Quarterly
period
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High
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Low
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|||||
Fiscal
year ended December 31, 2008:
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|||||||
First
Quarter
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$ | 0.07 | $ | 0.03 | |||
Second
Quarter
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$ | 0.05 | $ | 0.03 | |||
Third
Quarter
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$ | 0.05 | $ | 0.025 | |||
Fourth
Quarter
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$ | 0.025 | $ | 0.02 |
PAGE
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13
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||
FINANCIAL
STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2008 AND
2007
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||
14
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15
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||
16
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||
17
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Notes to Financial Statements |
18
to 22
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Trist Holdings, Inc.
|
||||||||
(Formally
Known as LandBank Group,
Inc. and Subsidiary)
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||||||||
Balance
Sheets
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||||||||
ASSETS
|
||||||||
December
31,
|
||||||||
2008
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2007
|
|||||||
Current
assets
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||||||||
Cash
& cash equivalents (held in trust)
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$ | 5,000 | $ | 5,000 | ||||
Prepaid
expenses and other current assets
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7,798 | 3,741 | ||||||
Total
current assets
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$ | 12,798 | $ | 8,741 | ||||
LIABILITIES
AND SHAREHOLDERS' DEFICIT
|
||||||||
Current
liabilities
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||||||||
Note
payable to related party
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$ | 500,000 | $ | 500,000 | ||||
Due
to related party
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195,327 | - | ||||||
Total
current liabilities
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695,327 | 500,000 | ||||||
Shareholders'
deficit
|
||||||||
Common
stock, 2,000,000,000 shares authorized; $0.0001 par value;
|
||||||||
89,239,920
shares issued and outstanding
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8,924 | 8,924 | ||||||
Additional
paid in capital
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1,754,394 | 1,754,394 | ||||||
Accumulated
deficit
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(2,445,847 | ) | (2,254,577 | ) | ||||
Total
shareholders' deficit
|
(682,529 | ) | (491,259 | ) | ||||
Total
liabilities and shareholders' deficit
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$ | 12,798 | $ | 8,741 | ||||
The
accompanying notes are an integral part of these financial
statements.
|
Trist Holdings, Inc.
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||||||||
(Formally
Known as LandBank Group, Inc. and Subsidiary)
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||||||||
Statements
of Operations
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||||||||
For
the years ended December 31,
|
||||||||
2008
|
2007
|
|||||||
Revenue,
net
|
$ | - | $ | - | ||||
Operating
expenses
|
||||||||
Directors
and officers compensation
|
70,500 | 141,053 | ||||||
General
& administrative expenses
|
74,263 | 38,954 | ||||||
Total
operating expenses
|
144,763 | 180,007 | ||||||
Loss
from operations
|
(144,763 | ) | (180,007 | ) | ||||
Other
expenses
|
||||||||
Interest
expense
|
45,707 | - | ||||||
Loss
before Income Taxes
|
(190,470 | ) | (180,007 | ) | ||||
Provision
for income taxes
|
800 | 800 | ||||||
Loss
from continuing operations
|
(191,270 | ) | (180,807 | ) | ||||
Loss
from discontinued operations
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- | (874,700 | ) | |||||
Net
Loss
|
$ | (191,270 | ) | $ | (1,055,507 | ) | ||
Loss
per share:
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||||||||
Loss
per share from continuing operation
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$ | (0.00 | ) | $ | (0.02 | ) | ||
Loss
per share from discontinued operations
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$ | - | $ | (0.09 | ) | |||
Basic
& dilutive loss per share
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$ | (0.00 | ) | $ | (0.11 | ) | ||
Basic
& diluted weighted average shares outstanding
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89,239,920 | 9,927,641 | ||||||
The
accompanying notes are an integral part of these financial
statements.
|
Trist Holdings, Inc.
|
||||||||||||||||||||
(Formally
Known as LandBank Group, Inc. and Subsidiary)
|
||||||||||||||||||||
Statements
of Shareholders' Deficit
|
||||||||||||||||||||
For
the Years Ended December 31, 2008 and 2007
|
||||||||||||||||||||
Common
Stock
|
Additional
Paid in Capital
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Accumulated
Deficit
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Shareholders'
Deficit
|
|||||||||||||||||
Shares
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Amount
|
|||||||||||||||||||
Balance
as of December 31, 2006
|
9,835,331 | $ | 984 | $ | 399,617 | $ | (1,116,697 | ) | $ | (716,096 | ) | |||||||||
Amortization
of options granted to Directors & Officers
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- | - | 29,636 | - | 29,636 | |||||||||||||||
Shares
issued for services
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93,333 | 9 | 83,991 | - | 84,000 | |||||||||||||||
Divestiture
of operating subsidiary (LandBank, LLC)
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79,311,256 | 7,931 | 1,241,150 | (82,373 | ) | 1,166,708 | ||||||||||||||
Net
loss for the year ended December 31, 2007
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- | - | - | (1,055,507 | ) | (1,055,507 | ) | |||||||||||||
Balance
as of December 31, 2007
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89,239,920 | 8,924 | 1,754,394 | (2,254,577 | ) | (491,259 | ) | |||||||||||||
Net
loss for the year ended December 31, 2008
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- | - | - | (191,270 | ) | (191,270 | ) | |||||||||||||
Balance
as of December 31, 2008
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89,239,920 | $ | 8,924 | $ | 1,754,394 | $ | (2,445,847 | ) | $ | (682,529 | ) | |||||||||
The
accompanying notes are an integral part of these financial
statements.
|
Trist Holdings, Inc.
|
||||||||
(Formally
Known as LandBank Group, Inc. and Subsidiary)
|
||||||||
Statements
of Cash Flows
|
||||||||
For
the Years Ended December 31, 2008 and 2007
|
||||||||
2008
|
2007
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
loss
|
$ | (191,270 | ) | $ | (1,055,507 | ) | ||
Adjustments
to reconcile net loss to net cash provided by
|
||||||||
(used
in) operating activities:
|
||||||||
Amortization
of options granted to Directors & Officers
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- | 29,636 | ||||||
Shares
to be issued for services
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- | 84,000 | ||||||
Changes
in current assets and liabilities:
|
||||||||
Prepaid
expenses
|
(4,057 | ) | (3,741 | ) | ||||
Loan
from related party
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195,327 | - | ||||||
Net
cash used in operating activities from continuing
operations
|
- | (945,612 | ) | |||||
Net
cash provided by (used in) operating activities from discontinued
operations
|
- | 415,869 | ||||||
Net
cash used in operating activities
|
- | (529,743 | ) | |||||
Cash
flows from investing activities :
|
||||||||
Net
cash provided by (used in) investing activities of discontinuing
operations
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- | 270,790 | ||||||
Cash
flows from financing activities
|
||||||||
Net
cash provided by financing activities of discontinuing
operations
|
- | 263,953 | ||||||
Net
increase (decrease) in cash and cash equivalents
|
- | 5,000 | ||||||
Cash
and cash equivalents - beginning balance
|
5,000 | - | ||||||
Cash
and cash equivalents - ending balance
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$ | 5,000 | $ | 5,000 | ||||
Supplemental
disclosure of cash flows information:
|
||||||||
Interest
paid
|
$ | - | $ | - | ||||
Income
taxes paid
|
$ | - | $ | 800 | ||||
The
accompanying notes are an integral part of these financial
statements.
|
2007
|
||||
Revenue,
net
|
$ | 2,123,080 | ||
Cost
of revenue
|
1,737,742 | |||
Gross
profit
|
385,338 | |||
Operating
expenses:
|
||||
Professional
fees
|
139,531 | |||
General
& administrative expenses
|
916,831 | |||
Total
operating expenses
|
1,056,362 | |||
Loss
from operations
|
(671,024 | ) | ||
Non-operating
expenses
|
||||
Other
income
|
17,111 | |||
Interest
expense
|
(218,387 | ) | ||
Net
loss before income tax
|
(872,300 | ) | ||
Provision
for income taxes
|
2,400 | |||
Net
Loss from Discontinued Operations
|
$ | (874,700 | ) |
Name
|
Age
|
Position
Held and Tenure
|
||
Gary
Freeman
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41
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Director
since July 2007
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||
Ray
Gaytan
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55
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Director
since January 2006
|
||
Lee
Mendelson
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37
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Director
since July 2007
|
||
Eric
Stoppenhagen
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35
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President,
Secretary and Chief Financial Officer since September
2007
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•
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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);
|
•
|
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.
|
|
All
Other
|
|||||||||||||||||||||
Name
and Principal
|
Year
|
Salary
|
Bonus
|
Option
Awards
|
Compensation
|
Total
|
||||||||||||||||
Position
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
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(f)
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(i)
|
(j)
|
||||||||||||||||
Douglas
Gravink (1)
|
2007
|
|||||||||||||||||||||
Former
Chief Executive Officer
|
||||||||||||||||||||||
Gary
Hewitt (1)
|
2007
|
-- | -- | $ | ||||||||||||||||||
Former
President and Secretary
|
||||||||||||||||||||||
John
Genesi (2)
|
2007
|
$ | 96,250 | -- | -- | -- | $ | 96,250 | ||||||||||||||
Former
Chief Financial Officer
|
||||||||||||||||||||||
Eric
Stoppenhagen (3)
|
2008
|
$ | 48,000 | -- | -- | -- | $ | 48,000 | ||||||||||||||
President,
Secretary and Chief Financial Officer
|
2007
|
$ | 15,167 | -- | -- | -- | $ | 15,167 |
DIRECTOR
COMPENSATION FY 2008
|
||||||||||||||||||||||||||||
Name
|
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
|
$ | 7,500 | - | - | - | - |
|
- | $ | 7,500 |
Title
of Class
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership (1)
|
Percent
of Class (2)
|
|||
Common
|
Landbank
Acquisition LLC (3)
7030
Hayvenhurst Ave.
Van
Nuys, CA 91406
|
84,777,924
|
95.0%
|
|||
Common
|
Ray
Gaytan
11400
Olympic Blvd.
Los
Angeles, CA 90064
|
4,680
|
*
|
|||
Common
|
Directors
and Executive Officers as a
Group
(4 persons)
(4)
|
4,680
|
*
|
|
*
|
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, 2008.
|
|
(3)
|
On
September 20, 2007, Landbank Acquisition LLC entered into a Contribution
Agreement (the “Contribution Agreement”) with its members, including
Gravink and Hewitt and certain of their affiliated
entities. Pursuant to the Contribution Agreement, Gravink and
Hewitt each contributed 2,733,334 shares of the Company’s common stock
(together, the “Contributed Shares”) to Investor in exchange for
membership interests in Investor. Following the closing,
Investor held a total of 5,466,668 shares of Company common stock
directly, or approximately 55.1% of our issued and outstanding
shares. Gravink and Hewitt each hold a 50% beneficial ownership
interest in Investor through both direct and indirect ownership via their
affiliates. Gravink served as our Chief Executive Officer and
Hewitt served as our President and Secretary until they each resigned on
September 24, 2007.
|
|
(4)
|
Messrs,
Freeman, Mendelson, and Stoppenhagen have no beneficial ownership in the
Company.
|
(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:
|
2.
|
Financial
Statement Schedule(s):
|
3.
|
Exhibits:
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
||||
2.1
|
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)
|
||||
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)
|
||||
11
|
Statement
re computation of per share earnings (see Statement of Operations and
Notes to Financial Statements).
|
||||
21
|
Subsidiaries
of the Company.
|
||||
23
|
Consent
of Kabani & Company, Inc., independent auditors.
|
||||
31
|
|||||
32
|
Trist
Holdings, Inc.
|
|||
Date:
March 9, 2009
|
By:
|
/s/ ERIC STOPPENHAGEN | |
Eric Stoppenhagen | |||
Interim
President
(Principal
Executive Officer, Principal Financial
and
Accounting Officer)
|
|||
SIGNATURE
|
TITLE
|
DATE
|
|
/s/ ERIC
STOPPENHAGEN
|
President
and Secretary
|
March
9, 2009
|
|
Eric
Stoppenhagen
|
(Principal
Executive Officer)
|
||
/s/ ERIC
STOPPENHAGEN
|
Chief
Financial Officer
|
March
9, 2009
|
|
Eric
Stoppenhagen
|
(Principal
Financial Officer)
|
||
/s/GARY
FREEMAN
|
Director
|
March
9, 2009
|
|
Gary
Freeman
|
|||
/s/RAY GAYTAN
|
Director
|
March
9, 2009
|
|
Ray
Gaytan
|
|||
/s/LEE
MENDELSON
|
Director
|
March
9, 2009
|
|
Lee
Mendelson
|