UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 14, 2012

MZT Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-12128	04-2985132
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

124 Washington Street, Suite 101 Foxborough, Massachusetts	02035
(Address of principal executive offices)	(Zip Code)

(508) 203-4286

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events.

In a press release issued on March 31, 2008, MZT Holdings, Inc. (the “Company”) announced that its Board of Directors had determined that the Company would not file any further Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q. At that time, the Company also announced that it would continue to file Current Reports on Form 8-K upon the occurrence of any events that are material to the Company, including the making of any distribution payments or the final dissolution of the Company. In addition, the Company announced that it would file Current Reports on Form 8-K following the conclusion of each fiscal quarter that would contain Company-prepared statements of the Company’s resources and claims as of the last day of such fiscal quarter, which statements would be (1) prepared by the Company’s management; (2) subjected to certain attest procedures by a certified public accounting firm, conducted in accordance with the attestation standards established by the American Institute of Certified Public Accountants; and (3) covered by a report of agreed-upon procedures from a certified public accounting firm (each such report, an “Agreed-Upon Procedures Report”).

On a Form 8-K filed on February 14, 2011, the Company announced that, in consideration of the expense associated with obtaining an Agreed-Upon Procedures Report and in order to preserve the Company’s remaining assets, the Company would no longer make quarterly filings, but would continue to file on Form 8-K a Company prepared statement of resources and claims and an Agreed-Upon Procedures Report following the end of each fiscal year.

Today, the Company files a statement of resources and claims and an Agreed-Upon Procedures Report for the fiscal year ended December 31, 2011.

The Company also announces that the Company anticipates making a final distribution to its stockholders of record as of April 4, 2008 prior to the end of the second fiscal quarter of 2012.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

	Exhibit No.		Description

	99.1		Report on Applying Agreed-Upon Procedures related to the fiscal year ended December 31, 2011 and Resources and Claims Statement of MZT Holdings, Inc. as of December 31, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MZT HOLDINGS, INC.


Date: February 14, 2012	By:	/s/ Craig R. Jalbert
		Name: Craig R. Jalbert
		Title: President

MZT Holdings, Inc. 8-K