UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant Toto Section 13 or 15(d) of The ~~Securities Exchange Act of 1934~~

~~Date~~Securities ~~of report~~Exchange ~~(Date~~Act of ~~earliest event reported): April 14, 2008~~ 1934

Date of report (Date of earliest event reported): April 24, 2008

Modtech Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-25161	33-0825386
(Commission File Number)	(IRS Employer Identification No.)

2830 Barrett Avenue, Perris, CA	92571
(Address of Principal Executive Offices)	(Zip Code)

(951) 943-4014

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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:

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

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

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

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

~~Item~~ITEM 23.0201. ~~Results~~Notice of ~~Operations~~Delisting ~~and~~or ~~Financial~~Failure ~~Condition~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 1424, 2008, Modtech Holdings, Inc., ~~issued~~(the a“Company”) ~~press~~received ~~release~~a ~~reporting~~letter ~~the~~from ~~results~~The ~~of operations~~NASDAQ Stock Market notifying it that, for the ~~quarter~~30 ~~and~~consecutive ~~year~~trading ~~ended~~days preceding ~~December~~the 31date of the letter, ~~2007.~~the Apublicly ~~copy~~held shares of the Company’s ~~press release~~common isstock ~~attached~~had asnot ~~Exhibit~~maintained ~~99.1.~~a ~~The~~minimum ~~company~~market ~~will~~value ~~hold~~of a$5 ~~previously~~million as required ~~announced~~for ~~telephone~~continued ~~conference~~inclusion ~~call~~ on ~~April~~The ~~14,~~NASDAQ ~~2008~~Global atMarket ~~4:30~~by ~~p.m.~~Marketplace ~~Eastern~~Rule ~~Standard~~4450(a)(2). ~~Time~~The tonotification ~~discuss~~has no effect on the ~~results~~listing of the Company’s common stock at this time.

~~The~~In ~~information~~accordance inwith ~~this~~Marketplace ~~Form~~Rule ~~8-K~~4450(e)(1), ~~and~~NASDAQ has given the ~~Exhibit~~Company ~~attached~~90 calendar ~~hereto~~days, isor ~~being~~until ~~furnished pursuant~~July 23, 2008, to ~~this~~regain ~~Item~~compliance 2with the minimum market value rule.02 ofTo regain compliance, ~~Form~~the ~~8-K~~market ~~and~~value ~~shall~~of ~~not~~the beCompany’s ~~deemed~~publicly ~~“filed”~~held ~~for~~shares of common ~~purposes~~stock ofmust ~~Section~~meet 18or ofexceed ~~the~~$5 ~~Securities~~million ~~Exchange~~for ~~Act~~a minimum of ~~1934~~10 (consecutive trading days. In order to ensure that the ~~“Exchange~~Company can maintain long-term compliance ~~Act”)~~with the market value rule, orNASDAQ ~~otherwise~~may, ~~subject~~under tocertain circumstances, require that the Company ~~liabilities~~meet ofthe ~~that~~minimum ~~section,~~market ~~nor~~value ~~shall~~standard itfor bemore than 10 consecutive ~~deemed~~trading ~~incorporated~~days, bybut ~~reference~~generally inno ~~any~~more ~~filing~~than by20 ~~the~~consecutive ~~company~~trading ~~under~~days. If the ~~Securities~~Company ~~Act~~does ofnot ~~1933~~regain orcompliance ~~the~~by ~~Exchange~~July ~~Act~~23, ~~except~~2008, asthe ~~may~~NASDAQ Staff will provide written notification that the Company’s securities will be ~~expressly~~delisted. ~~set~~At ~~forth by~~that ~~specific~~time, ~~reference~~the inCompany ~~such~~can ~~filing~~appeal the Staff’s determination to a Listing Qualifications Panel.

As an alternative to regaining compliance with Marketplace Rule 4450(a)(2), the Company may apply to transfer its common stock to The NASDAQ Capital Market provided its securities satisfy the requirements for continued inclusion for that market. If the Company submits a transfer application and pays the applicable listing fees by July 23, 2008, the initiation of any delisting proceedings will be stayed pending the NASDAQ Staff´s review of the application. If the Staff does not approve the transfer application and the Company has not regained compliance with Marketplace Rule 4450(a)(2), the Staff will provide written notification to the Company that its common stock will be delisted.

A copy of the press release issued by the Company with respect to this matter is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated April 1429, 2008

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 thereunto duly authorized.

Date: April 14, 2008
	Modtech Holdings, Inc.
	By:	/s/ Kenneth S. Cragun
Date: April 29, 2008	by:	/s/ Kenneth S. Cragun
		Kenneth S. Cragun
		Chief Financial Officer

Filing Compare · MODTECH HOLDINGS INC