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~~May 1410, 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~~543-~~4286~~1720

(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.

InOn aMay ~~press~~8, ~~release~~2012, ~~issued~~the onBoard ~~March~~of ~~31,~~Directors ~~2008,~~of MZT Holdings, Inc. (the “Company”) ~~announced~~declared ~~that~~and ~~its~~approved ~~Board~~a offinal ~~Directors~~liquidating ~~had~~distribution ~~determined~~in ~~that~~ the ~~Company~~amount ~~would~~of ~~not~~$0.049087 ~~file~~per ~~any~~share. This ~~further~~distribution ~~Annual~~will ~~Reports~~be made on ~~Form 10-K~~ or ~~Quarterly~~around ~~Reports~~May ~~on Form~~ 10~~-Q. At that time~~, ~~the~~2012 ~~Company also announced that it would continue~~ to ~~file~~all ~~Current~~holders ~~Reports on Form 8-K upon the occurrence~~ of ~~any~~record ~~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~~common ~~and~~stock, ~~claims~~par asvalue of$0.01 ~~the~~per ~~last~~share, ~~day~~on ofApril ~~such fiscal quarter~~4, ~~which~~2008 ~~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~~Record ~~Procedures Report~~Stockholders”).

OnThis aliquidating ~~Form~~distribution ~~8-K~~represents ~~filed~~a onfinal ~~February~~distribution ~~14,~~to ~~2011,~~ the Company’s ~~announced~~stockholders ~~that,~~of funds held in ~~consideration~~reserve ofby the ~~expense~~Company. Record ~~associated~~Stockholders ~~with~~do ~~obtaining~~not anneed ~~Agreed-Upon~~to ~~Procedures~~return ~~Report~~or ~~and~~tender intheir ~~order~~shares toof ~~preserve~~common ~~the~~stock ~~Company’s~~to ~~remaining assets,~~ the Company ~~would~~in noorder ~~longer~~to ~~make~~receive ~~quarterly~~this ~~filings~~distribution. However, ~~but~~following ~~would~~this ~~continue~~final toliquidating ~~file~~distribution, onshares ~~Form~~of ~~8-K~~the a Company’s ~~prepared~~common ~~statement~~stock, ~~of resources~~ and ~~claims~~any ~~and~~stock ancertificates ~~Agreed-Upon~~representing ~~Procedures~~such ~~Report~~shares, ~~following~~will ~~the~~be ~~end~~worthless ofand ~~each fiscal year~~cancelled.

~~Today,~~Please ~~the~~note ~~Company~~that ~~files~~it amay ~~statement~~take ofbetween ~~resources~~two and ~~claims~~four ~~and~~weeks anfor ~~Agreed-Upon~~the ~~Procedures~~Record ~~Report~~Stockholders ~~for~~to ~~the~~receive ~~fiscal~~payment ~~year~~of ~~ended~~this ~~December~~final ~~31,~~liquidating ~~2011~~distribution.

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
Date: May 10, 2012	By:	/s/ Craig R. Jalbert
		Name: Craig R. Jalbert
		Title: President

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