OurTable leased facility at 13950 Stowe Drive, Poway, California, was fully subleased through the remainder of the lease term. The lease and sublease expired in February 2010. Contents

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OurTable leased facility at 13950 Stowe Drive, Poway, California, was fully subleased through the remainder of the lease term. The lease and sublease expired in February 2010. Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended ~~January~~December 31, ~~2010~~2011.

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 1-16541*

REMEC, ~~INC.~~Liquidating Trust

(Exact name of registrant as specified in its charter)

CALIFORNIA		9527-~~3814301~~6929969
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

3790 VIA DE LA VALLE, SUITE 211 DEL MAR, CALIFORNIA		92014
10636 Scripps Summit Court, Ste. 143 San Diego, CA		92131
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 858-259-4265

Securities registered pursuant to Section 12(b) of the Act: None

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

Title of Class:

~~Common~~None ~~Stock, $0.01 par value~~

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

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

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 þ¨ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 and Regulations 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 ¨

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

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company þ x

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

~~The~~State the aggregate market value of the ~~registrant’s~~voting ~~common~~and ~~stock,~~non-voting ~~$0.01~~common ~~par~~equity ~~value per share,~~ held by non-affiliates ofcomputed ~~the~~by ~~registrant~~reference onto ~~July 31, 2009,~~ the ~~last~~price ~~business~~at ~~day~~which of the ~~registrant’s~~common ~~most~~equity ~~recently~~was ~~completed~~last ~~second fiscal quarter~~sold, ~~was~~or ~~$23,424,047 (based on~~ the ~~closing~~average ~~sales~~bid and asked price of ~~the~~such ~~registrant’s~~ common ~~stock~~equity, onas ~~that date). Shares~~ of ~~the~~June 30, ~~registrant’s~~2011. ~~common~~Not ~~stock held~~applicable. byAs ~~each~~of ~~officer~~December 31, ~~and~~2011, ~~director~~there ~~and~~were ~~each~~30,030,830 ~~person~~units ~~who owns 10% or more~~ of ~~the~~beneficial ~~outstanding~~interest ~~voting power of the registrant have been excluded~~ in ~~that~~REMEC ~~such~~Liquidating ~~persons~~Trust ~~may be deemed to be affiliates~~outstanding. ~~This determination of affiliate status is not a determination for other purposes.~~

~~The~~DOCUMENTS ~~number~~INCORPORATED ofBY ~~outstanding~~REFERENCE: ~~shares of REMEC common stock as of April 16, 2010 was 30,031,000.~~

~~Documents~~None incorporated by reference: Certain exhibits filed with the registrant’s prior registration statements, periodic reports on forms 8-K, forms 10-K and forms 10-Q are incorporated herein by reference into Part IV of this Report.

*	REMEC Liquidating Trust is the transferee of the assets and liabilities of REMEC, Inc., and files reports under the Commission file number for REMEC, Inc. REMEC, Inc. filed a Form 15 on January 5, 2011, indicating its notice of termination of registration and filing requirements.

REMEC, ~~Inc.~~Liquidating Trust

Annual Report on Form 10-K

For Fiscal Year Ended ~~January~~December 31, ~~2010~~2011

		Page
CAUTIONARY STATEMENT RELATED TO FORWARD LOOKING STATEMENTS		ii	ii
PART I
ITEM 1.	Business	1	1
ITEM 1A.	Risk Factors	3	3
ITEM 1B.	Unresolved Staff Comments	5	3
ITEM 2.	Properties	5	3
ITEM 3.	Legal Proceedings	5	4
ITEM 4.	~~Reserved~~Mine Safety Disclosure	5	4
PART II
ITEM 5.	Market for Registrant’s Common Equity, Related ~~Shareholder~~Beneficiary Matters and Issuer Purchases of Equity Securities	6	5
ITEM 6.	Selected Financial Data	7	5
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7	6
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	11	9
ITEM 8.	Financial Statements and Supplementary Data	11	9
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	11	9
ITEM 9A(T).	Controls and Procedures	11
ITEM 9A.	Controls and Procedures		9
ITEM 9B.	Other Information	12	9
PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	13	10
ITEM 11.	Executive Compensation	16	10
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	21	11
ITEM 13.	Certain Relationships and Related Transactions and Director Independence	22	12
ITEM 14.	Principal Accountant Fees and Services	23	12
PART IV
ITEM 15.	Exhibits and Financial Statement Schedules	25	13
	Signatures	26	18

As used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms “we,” “us,” “our,” and “the ~~Company~~Trust” ~~and~~refer to the REMEC Liquidating Trust. The use of “REMEC” ~~refer~~refers to REMEC, Inc., aexcept ~~California~~where ~~corporation~~the ~~and~~context ~~its~~otherwise ~~wholly-owned subsidiaries~~requires.

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent our current expectations, assumptions, estimates and projections about ~~REMEC~~the Trust and include, but are not limited to, the following:

• any statements regarding the execution, timing and expenses associated with the ~~complete~~completion ~~dissolution~~ of ~~REMEC~~the Trust;

• any statements regarding the disposition of our ~~existing~~remaining assets;

• any statements regarding the resolution of any outstanding creditor claims and ~~the ongoing litigation against us~~liabilities; and

• any statements regarding the amount ofand ~~future~~timing ~~liquidating~~of ~~distributions, if~~ any, ~~and~~future ~~the~~distributions ~~timing thereof,~~ to our ~~shareholders~~beneficial unit holders.

Forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, as more fully described elsewhere in this report. Readers are urged to carefully review and consider the various disclosures we make, which advise them of the factors that may affect ~~our~~the ~~business~~Trust, including without limitation, the disclosures made under Part III, Item 72, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ~~and under Part I, Item 1A, “Risk Factors”~~ included herein and throughout this Annual Report on Form 10-K for the ~~fiscal~~ year then ended ~~January~~December 31, ~~2010~~2011. Risk factors are described under Part II, Item 1A of this report. The important factors listed in these disclosures, which could cause our actual results to differ materially from the forward-looking statements contained herein, include but are not limited to, the following:

•

our ability to accurately estimate the expenses associated with executing our plan of complete liquidation and dissolution;

• our ability to successfully resolve all our outstanding or unknown future creditor claims and ~~litigation~~liabilities; and

• our ability to correctly estimate the amount ofand ~~future~~timing ~~liquidating~~of ~~distributions, if~~ any, ~~and~~future ~~the timing thereof~~distributions, to our ~~shareholders~~beneficial unit holders.

In light of these risks, uncertainties and assumptions, readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements represent beliefs and assumptions only as of the date of this report. We do not intend to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as otherwise required pursuant to our on-going reporting obligations under the Securities Exchange Act of 1934, as amended.

PART I

Item 1. Business

~~REMEC, Inc. (“REMEC” or the “Company” “us,” “our,” or “we”) was incorporated in California in January 1983.~~ Our principal executive office is located at ~~3790~~10636 ~~Via~~Scripps deSummit ~~la Valle~~Court, Suite ~~211~~143, ~~Del~~San ~~Mar~~Diego, California ~~92014~~ 92131, and our telephone number is (858) 259-4265. Our annual reports on Form 10-K, ~~quarterly reports on Form 10-Q,~~ current reports on Form 8-K and any amendments to those reports and other Securities and Exchange Commission (“SEC”) filings are electronically filed with, or furnished to, the SEC. All reports filed by ~~REMEC,~~the ~~Inc.~~Trust with the SEC are available free of charge via EDGAR through the SEC website at www.sec.gov. In addition, the public may read and copy materials filed by ~~REMEC~~the Trust with the SEC at the SEC’s public reference room located at 100 F Street, N.E, Washington, D.C. 20549 or by calling the SEC at 1-202-551-8090. ~~REMEC~~The Trust also provides access to its most recently filed reports through the ~~Company~~Trust’s website at www.remec.com after filing such material with the SEC. Information contained in, or that can be viewed on our website is not part of this annual report on Form 10-K. ~~Our common stock trades on the OTC Bulletin Board (OTCBB) exchange under the symbol “REMC.OB.”~~

Overview, Plan of Dissolution and Trust Agreement

REMEC was incorporated in California in January 1983. On July 21, 2005, ~~our~~the Board of Directors of REMEC approved the liquidation and dissolution of REMEC pursuant to a Plan of Complete Liquidation and Dissolution (the “Plan of Dissolution”), intended to allow for the orderly disposition of ~~the Company~~REMEC’s remaining assets and liabilities. The holders of a majority of ~~our~~REMEC’s outstanding shares approved the Plan of Dissolution ~~effective~~ ~~September 3,~~at ~~2005,~~a special atshareholder ~~our~~meeting in August ~~31,~~ 2005, ~~special~~effective ~~shareholder~~September 3, ~~meeting~~2005. The ~~key features of the~~ Plan of Dissolution ~~include:~~provided ~~(1) filing~~the aBoard ~~certificate~~ of ~~dissolution~~Directors ~~for~~with ~~REMEC and~~ the ~~remaining~~authority ~~REMEC businesses with their respective jurisdictions of formation or incorporation; (2) ceasing conducting normal business operations, except as may be required~~ to ~~wind~~transfer upREMEC’s ~~our business affairs; (3) attempting to convert all of our~~ remaining assets ~~into cash or cash equivalents in an orderly fashion; (4) paying or adequately providing for payment of all our known obligations~~ and liabilities; ~~and~~to ~~(5) distributing~~a ~~pro~~liquidating ~~rata,~~trust inwithout ~~one~~further approval orby ~~more~~its ~~liquidating distributions~~shareholders, ~~all~~in oforder ~~our remaining assets~~ to ~~our shareholders~~complete ~~as of~~ the ~~applicable~~Plan ~~record~~of ~~date~~Dissolution.

~~REMEC~~On ~~will~~November 16, ~~continue in existence until its final dissolution~~2010, ~~which~~REMEC ~~is subject to resolution of outstanding litigation~~ and ~~the~~Richard ~~settlement of its known debts and liabilities~~A. ~~During this period~~Sackett, ~~we will not operate our business~~ as ~~a going concern. Our Plan of Dissolution provides that liquidating distributions will be made to~~ ~~our~~Trustee ~~shareholders~~(the ~~as determined by our Board of Directors. To date~~“Trustee”), ~~liquidating~~entered ~~cash~~into ~~distributions totaling $99.2 million have been made to our shareholders pursuant to~~ the ~~Plan~~Liquidating ofTrust ~~Distribution.~~Agreement ~~The Company has evaluated its ability to make further liquidating distributions to shareholders and transfer~~ (the ~~remaining~~“Trust ~~net assets to a liquidating trust precedent to a final dissolution~~Agreement”), asfor ~~well as to transfer~~ the ~~current~~creation ~~net assets to a liquidating trust while current litigation remains pending. However, any such further distributions~~ and~~/or~~ ~~transfer~~operation ~~cannot~~of ~~be completed until~~ the ~~current~~REMEC ~~pending~~Liquidating ~~litigation~~Trust. isMr. Sackett ~~resolved,~~previously ~~due~~served toas ~~the Company~~REMEC’s ~~(and its shareholders’) liability for the litigation~~President, Secretary and ~~the~~General ~~tax~~Counsel. ~~consequences~~. ~~to shareholders~~The ~~of a transfer of the Company~~Trust’s ~~current~~activities ~~net~~are ~~assets~~restricted to athe ~~liquidating~~conservation ~~trust~~and ~~prior~~protection ~~to resolution~~ of the ~~litigation.~~assets Astransferred aby ~~result,~~REMEC ~~the Company intends~~ to ~~continue to operate in a corporate form, without making additional distributions, until~~ the ~~resolution~~Trust ofand the ~~current~~administration ~~pending~~thereof, ~~litigation.~~including ~~The Company cannot reasonably estimate when~~ the ~~current~~payment ~~pending litigation will be resolved, the results~~ of ~~the~~any ~~litigation~~liabilities, orcosts ~~when~~and ~~dissolution~~expenses of REMEC or the ~~Company will occur~~Trust.

AsOn aJanuary 1, ~~result~~2011, of the ~~shareholders’~~Trust ~~approval~~was formed, and REMEC transferred its remaining net assets (consisting primarily of cash) totaling $2.976 million to the ~~Plan~~Trust. Upon the transfer of ~~Dissolution~~the assets and liabilities to the ~~imminent~~Trust, ~~nature~~each shareholder of ~~liquidation~~REMEC Inc., ~~the~~common ~~Company~~stock ~~adopted~~owned as of December 31, 2010, automatically became the ~~liquidation~~ ~~basis~~holder of ~~accounting~~one unit of beneficial interest in the REMEC Liquidating Trust for ~~all~~each ~~periods~~share ~~subsequent~~of toREMEC’s ~~September 2,~~common ~~2005~~stock then currently held of record by such shareholder. ~~This~~Following ~~basis~~the conversion of ~~accounting~~shares isto ~~considered~~units ~~appropriate~~of ~~when~~beneficial interest, ~~among~~all ~~other~~outstanding ~~things,~~shares ~~liquidation~~of REMEC’s common stock were deemed cancelled. The rights of abeneficiaries ~~company~~in istheir ~~probable~~beneficial ~~and~~interests ~~the~~are ~~net~~not ~~realizable~~represented ~~values~~by any form of ~~assets~~certificate ~~and settlement~~or ~~value~~other instrument. Shareholders of ~~liabilities~~REMEC ~~are~~on ~~reasonably~~December 31, ~~determinable~~2010 were not required to take any action to receive units of beneficial interests. ~~Under~~On ~~this~~the ~~basis~~date of ~~accounting~~the conversion, ~~assets~~the ~~are~~economic ~~valued~~value atof ~~their~~each ~~estimated~~unit ~~net~~of ~~realizable~~beneficial ~~values~~interest ~~and~~was ~~liabilities~~equivalent ~~are~~to ~~stated~~the ateconomic ~~their~~value ~~estimated~~of ~~settlement~~a ~~amounts~~share of REMEC’s common stock.

~~The~~On ~~valuation~~January 5, ~~of assets at their net realizable value and liabilities at their anticipated settlement amounts necessarily requires many estimates and assumptions. In addition~~2011, ~~there~~REMEC ~~are~~filed ~~substantial~~a ~~risks~~Form ~~and~~15 ~~uncertainties~~with ~~associated~~the ~~with~~SEC ~~carrying~~to ~~out~~terminate the ~~liquidation~~registration of ~~the Company~~REMEC’s ~~assets~~common ~~and~~stock ~~liabilities.~~under ~~The valuations presented in~~ the ~~accompanying~~Securities ~~Statement~~Exchange Act of ~~Net Assets in Liquidation represent estimates~~1934, ~~based~~as ~~on present facts and circumstances~~amended, of (the ~~net~~“Exchange realizable values of assets and anticipated costs associated with carrying out the Plan of Dissolution based on the assumptions set forth below. The actual values and costs are likely to differ from the amounts shown herein. AccordinglyAct”), ~~it is not possible to predict the aggregate amount that will ultimately be distributed to shareholders~~ and noREMEC ~~assurance~~announced ~~can be given~~ that ~~the~~it ~~amount~~would tocease befiling ~~received~~quarterly ~~in liquidation~~reports ~~will~~under ~~equal or exceed~~ the ~~net~~Exchange ~~assets in liquidation per share in the accompanying Statement of Net assets in Liquidation or the price or prices at which the Common Stock has generally traded or may trade in the future~~Act. ~~The cautionary statements regarding estimates of net assets in liquidation set forth in the Forward-Looking Statements portion of this report are incorporated herein by reference.~~

~~Based on our projections of operating expenses and liquidation costs as of January 31~~REMEC, ~~2010, we estimate that the remaining amount of future liquidating distributions will range from $0~~Inc.85 towas ~~$0.96~~dissolved ~~per~~effective ~~common share. The actual amount available for distribution~~March 18, ~~if any, could be less than $0~~2011.85 if we incur additional liabilities or incur unexpected or greater than expected expenses; or more than $0.96 if we are able to settle our remaining liabilities for less than amounts currently estimated, and we do not incur additional or unexpected future liabilities or expenses. We remain subject to litigation, the outcome of which is not presently known and which may increase our expenses and reduce cash available for distribution to our shareholders. In addition, we may be subject to final examination by taxing authorities; thus amounts presently estimated for tax liabilities may vary from ultimate amounts determined to be owed, which may cause our final distributions to change.

On or about March 28, 2011, the Trust received a no-action letter (the “No Action Letter”) from the SEC stating that the Trust would not be required to register the units of beneficial interests under the Securities and Exchange Act of 1934, as amended, if it operated as described in that letter. Pursuant to the No Action Letter and the Trust Agreement, the Trust’s activities are restricted to the liquidation of the assets and liabilities transferred by REMEC to the Trust, and distributing the proceeds therefrom to the beneficiaries, and paying all liabilities, costs and expenses of REMEC and the Trust. Under the No Action Letter, the Trustee agreed to file Annual Reports on Form 10-K and Current Reports on Form 8-K upon the occurrence of a material event relating to the Trust with the SEC. The Trust is not required to file periodic reports on Form 10-Q or proxy statements under the terms of the No Action Letter.

The Trust will terminate upon the earlier of the distribution of all of the Trust’s assets in accordance with the terms of the Trust Agreement, or the expiration of a period of three years from the date assets are transferred to the Trust. No amendment will be made to the Trust to extend its termination beyond a period of three years unless the Trustee shall have requested and received additional no-action assurances from the SEC prior to any such extension. The beneficial interests in the Trust are not transferable except by operation of law or upon the death of a beneficiary.

Fiscal 2011 and Recent Developments

On November 17, 2011, the Trust entered into release agreements with Polo Plaza, LLC, a California limited liability company (“Polo Plaza”), related to the premises leased by the Trust from Polo Plaza and previously used as the company headquarters for REMEC. As a result of this action, the letter of credit issued in favor of Polo Plaza in the principal amount of five hundred thousand dollars ($500,000) was extinguished, and the collateralized money market account used by the Trust to secure this letter of credit was reclassified by the Trust to cash and cash equivalents.

On or about January 20, 2012, the Netherlands Tax Authorities released a bank guarantee provided by ABN AMRO Bank on behalf of REMEC to secure value added tax (“VAT”) obligations owed by REMEC to the Netherlands from 2005 through 2006. As a result of this action, on January 23, 2012 the letter of credit issued in the name of REMEC to ABN AMRO Bank was extinguished, and the cash held by the Trust in a collateralized money market account which was used to secure the letter of credit in the principal amount of One Million One Hundred Sixty Thousand Two Hundred dollars ($1,160,200) was reclassified from restricted cash, to cash and cash equivalents.

The sole remaining material liability of the Trust after resolution of the two liabilities referenced herein above consists of REMEC’s worker’s compensation liabilities, which are insured, subject to certain self-insured retentions which vary by policy year. The Trustee currently expects that the Trust can negotiate a settlement agreement with the insurer regarding the remaining worker’s compensation liability prior to the end of the third quarter of fiscal 2012, which would allow the Trustee to potentially make a final liquidating distribution to all beneficiaries and close the Trust by the end of 2012. This expectation is subject to the Trust’s ability to reach such an agreement with the worker’s compensation insurer, and any unknown liabilities, which may be asserted against the Trust. The expected cost of a settlement of all workers’ compensation liabilities has been included in the Trust’s financial statements as part of the costs to be incurred in liquidation.

Distributions

The Plan of Dissolution provides that liquidating distributions will be made to the beneficiaries as determined by the Trustee. From September 2005 through December 31, 2010, REMEC made liquidating distributions to the shareholders totaling $125.7 million pursuant to the Plan of Dissolution. During fiscal 2011, the Trust did not make any distributions to our beneficiaries.

Based on our estimates of the remaining liabilities and liquidation costs as of December 31, 2011, we estimate that the Trust will be able to make a final cash liquidating distribution prior to end of fiscal 2012, in the range of $0.090 to $0.095 per beneficial unit. The actual amount available for distribution, if any, could be less than $0.090 if we incur additional liabilities or incur unexpected or greater than expected costs in completing the Plan of Dissolution or are unable to negotiate a settlement with the worker’s compensation insurer on favorable terms, or at all; or more than $0.095 if we are able to settle our remaining liabilities for less than amounts currently estimated, and we do not incur additional or unexpected future liabilities or expenses.

Tax Treatment

For Federal income tax purposes, the Trust is treated as a “grantor” trust. As such, the Trust itself is not subject to Federal income tax. Instead, each beneficiary will be treated as having a direct interest in an allocable pro rata share of each asset and liability of the Trust. As a result, an allocable portion of all items of Trust income, deductions and credits must be reported by beneficiaries on their income tax return(s).

The Trust has issued an annual information statement to our beneficiaries with tax information for their 2011 tax returns. Beneficiaries are urged to consult with their own tax advisers as to their own filing requirements and the appropriate tax reporting of this information on their returns. This statement is available on the Trust’s website, www.remec.com.

Segment Information

In connection with the adoption of our Plan of Dissolution, effective September 3, 2005 and for all subsequent periods, we did not generate revenues from the sale of products and we have ceased all sales and marketing efforts. We do not ~~have a supply of products available for sale, and, therefore, we no longer have customers or related concentration of risk. The remaining entity reports in one segment and accordingly does not~~ report segment information.

Year Ended January 31, 2010 and Recent Developments

Powerwave Indemnity Claims: On March 10, 2009, the Company and Powerwave Technologies, Inc. agreed to compromise their dispute arising out of the Company’s sale of its former Wireless Systems Business to Powerwave in September 2005, and entered into a settlement agreement pursuant to which the Company agreed to pay to Powerwave the sum of $1,960,000; Powerwave agreed to release to the Company all funds held in escrow from the Wireless Systems Business sale, including accrued interest; the parties agreed to a mutual release of all claims related to the sale of the Wireless Systems Business, including but not limited to claims arising from the Asset Purchase Agreement between the parties, and to dismiss the litigation between the parties with prejudice. In addition, Powerwave agreed to assume all product warranty claims arising from the purchased assets or relating to the Wireless Systems Business as defined in the Asset Purchase Agreement. On March 23, 2009, the Company paid Powerwave $1,960,000 in accordance with the settlement agreement. On March 27, 2009, the Company received the escrow funds from the custodian of the escrow account (approximately $16.93 million in total). On April 1, 2009, the litigation between the parties was dismissed with prejudice.

Securities Class Action: On September 29, 2004, three class action lawsuits were filed against the Company and certain former officers (the “Defendants”) in the United States District Court for the Southern District of California alleging that between September 8, 2003 and September 8, 2004 (the “Class Period”) the Defendants made false and misleading statements and failed to disclose material information regarding the Company’s financial condition, operations and future business prospects in violation of federal securities laws. After several consolidated and amended complaints were filed, challenged by the Defendants and dismissed by the Court with leave to amend, the Court denied the Company’s Motion to Dismiss the Fourth Amended Complaint on September 26, 2006. REMEC filed its Answer to the Fourth Amended Complaint on November 6, 2006, denying all liability and asserting certain affirmative defenses. On November 21, 2007 the Court granted Plaintiff’s motion for class certification. The parties engaged in discovery, including production of documents, between May 2007 and March 2009. All discovery, including expert discovery, is now closed. There are currently four motions seeking summary judgment or partial summary judgment pending before the Court, three made by the Defendants and one made by the Plaintiffs. The time period for filing dispositive motions has closed. The Pretrial Conference, and Trial date, previously set for January 25, 2010 and February 23, 2010, respectively, have been vacated by the Court, which has indicated that rulings on the motions for summary judgment are forthcoming. (see Note 6 to the accompanying financial statements, “Subsequent Event”.)

Liquidating Distributions: Following the settlement of the Powerwave Indemnity Claim litigation, the Board of Directors of the Company considered whether to make a liquidating distribution to shareholders, and/or to transfer the remaining assets of the Company to a liquidating trust for the benefit of the Company’s shareholders. The Board concluded, based upon the potential exposure of shareholders receiving such a distribution to liability resulting from the pending Securities Class Action litigation, and the tax treatment to shareholders of a transfer of the Company’s assets to a liquidating trust, that it was not in the best interests of the Company and its shareholders to make a liquidating distribution or to transfer the Company’s remaining assets to a liquidating trust until the Securities Class Action was resolved.

Employees

AsWe ~~of January 31,~~have ~~2010,~~no weemployees ~~had~~or executive ~~two~~officers. ~~full-time~~All ~~employees,~~of ~~who were~~ our ~~Executive~~work ~~Officers.~~is Weperformed ~~consider~~by ~~our~~the ~~relationships~~Trustee ~~with~~directly ~~our~~or ~~existing~~through ~~employees~~contract ~~to be good~~services.

Executive Officers

See Part III, Item 10.

Contract Personnel

From time to time, we utilize contract personnel to assist us in implementing our Plan of Dissolution.

Item 1A. Risk Factors.

~~In addition~~Risk toassociated ~~other~~with ~~information in this annual report on Form 10-K, the following risk factors should be carefully considered in evaluating us and~~ our liquidation and dissolution because such factors may have a significant impact on the execution of our Plan of Dissolution and the timing and amount of future liquidating distributions, if any, to our shareholders. As a result of the risk factors set forth below and elsewhere in this Form 10-K, and the risks discussed in our other filings with the Securities and Exchange Commission, actual results could differ materially from those projected in any forward-looking statements.

WeIn addition ~~cannot~~to ~~assure~~other ~~you~~information in this annual report on Form 10-K, the following risk factors should be carefully reviewed because such factors may have a significant impact on the execution of the ~~exact~~Plan ~~amount~~of orDissolution and the timing ofand ~~any~~amount of future ~~distribution~~liquidating distributions, if any, to our ~~shareholders~~beneficial unit holders. As a result of the risk factors set forth below and elsewhere in this Form 10-K, and the risks discussed in our other filings with the Securities and Exchange Commission, actual results could differ materially from those projected in any forward-looking statements.

The liquidation and dissolution process is subject to numerous uncertainties and may result in less than anticipated or no remaining capital available for future distribution to our shareholders. The precise nature, amount and timing of any future distribution to our shareholders will depend on and could be delayed by, among other things, claim settlements with creditors, resolution of outstanding litigation matters, new claims filed by third parties, whether our insurance policies will provide coverage for defense costs and any damages payable under our outstanding and any future litigation matters, and unexpected or greater than expected expenses. We cannot assure you ~~that we will successfully defend against the outstanding litigation matters filed against us or any new claims filed against us. In addition, regardless~~ of the ~~merit~~exact ~~or eventual outcome of our~~amount ~~existing litigation matters~~ or ~~any~~timing ~~new claims which may be filed against us, these existing or potential litigation matters may result in the expenditure~~ of ~~a significant amount of cash for legal fees, expenses or payment of settlements. Furthermore, we cannot provide~~ any ~~assurances~~future ~~that~~distribution we will actually make additional distributions. The estimates we have provided are based on currently available information, and actual payments, if any, could be less than or more than the range we have estimated. Any amounts to ~~be distributed to~~ our ~~shareholders~~beneficial ~~may~~unit ~~be less than the price or prices at which our common stock has recently traded or may trade in the future~~holders.

~~Our~~The ~~common~~liquidation ~~stock~~and dissolution process is ~~continuing~~subject to ~~trade~~numerous uncertainties ~~even~~and ~~though~~may result in less than anticipated or no remaining capital available for future distribution to our beneficial unit holders. The precise nature, amount and timing of any future distribution to our beneficial unit holders will depend on and could be delayed by, among other things, currently unknown creditor claims or lawsuits and unexpected or greater than expected expenses. Furthermore, we cannot provide any assurances that we will actually make additional distributions. The estimates we have provided are inbased ~~the~~on ~~process~~currently ofavailable ~~liquidation~~information, and ~~liquidating~~actual distributions, if any, ~~may~~could be ~~below~~less ~~any trading~~than ~~price~~or more than the range we have estimated.

~~Effective~~We atwill ~~the~~continue ~~close~~to ofincur ~~business~~liabilities ~~on October 12, 2005, we voluntarily de-listed our common stock~~ and ~~closed~~expenses ~~our transfer books. Prior to~~ that date, our common stock was traded on the Nasdaq National Market (Nasdaq) under the symbol “REMC.” Since the de-listing, our common stock has been trading in on the OTC Bulletin Board under the symbol “REMC.OB.” It has been trading under “due-bill” contractual obligations between the seller and purchaser of the stock, who negotiate and rely on themselves with respect to the allocation of shareholder proceeds arising from ownership of the shares. No assignments or transfers of our common stock were recorded or will bereduce ~~recorded after October 12, 2005. Trading in our stock is highly speculative and~~ the ~~market~~amount available for ~~our~~distribution ~~stock~~out ~~is highly illiquid. As we are no longer an operating company, the only value underlying the trading price~~ of ~~our shares is~~ the ~~right to receive further distributions, if any, as part of the~~ liquidation ~~process. Because of the difficulty in estimating the amount and timing of the liquidating distributions and due~~ to ~~the~~beneficial ~~other~~unit ~~risk factors discussed herein, our common stock may be subject to significant volatility and may trade above or below the amount of any future liquidating distribution that may be made~~holders.

WeLiabilities ~~may~~and ~~not~~expenses befrom ~~able~~operations, tosuch ~~settle~~as ~~all~~insurance, oflegal, ~~our~~accounting ~~obligations~~and consulting fees and other operating expenses, will continue to ~~creditors~~be incurred as we complete the Plan of Dissolution. These expenses and ~~resolve~~liabilities ~~all~~will ~~litigation~~reduce inthe aamount ~~favorable~~of ~~manner~~assets available for future distribution to beneficial unit holders.

If ~~we do not settle all of~~ our ~~obligations~~existing tocontingency ~~creditors~~reserve ~~and~~for ~~resolve~~payment ~~all~~ of our ~~outstanding~~expenses and ~~any~~liabilities ~~new~~is ~~litigation~~inadequate, ~~we may be prevented from completing our Plan of Dissolution. The Company’s commitments and contingencies include claims and litigation against~~ the ~~Company.~~amount ~~While~~available ~~the~~for ~~Company~~distribution isto ~~vigorously~~beneficial ~~defending~~unit ~~against~~holders ~~these~~could ~~matters,~~be ~~the outcome of pending litigation is not determinable. In addition~~reduced, ~~we cannot assure you that third parties will not assert additional claims~~ or ~~litigation~~if ~~against~~any ~~us,~~liability exceeds ~~including but not limited to claims arising prior to the adoption of the Plan of Dissolution and the sale of~~ our ~~business units~~remaining ~~and~~ assets., ~~Any~~each ~~new~~beneficial ~~claims~~unit ~~filed~~holder ~~by third parties~~ could ~~further~~be ~~delay~~held usliable ~~from~~for ~~completing~~payment ~~the Plan of Dissolution. As part of the winding up process, we will attempt~~ to ~~settle~~ our ~~obligations with our~~ creditors ~~and resolve all~~ of ~~the outstanding~~his ~~litigation. Our inability to reach settlement with our creditors and resolve outstanding litigation in a favorable manner could delay~~ or ~~even~~her ~~prevent~~pro usrata ~~from~~share ~~completing the Plan~~ of ~~Dissolution.~~amounts ~~Amounts~~owed ~~required~~ to ~~settle our obligations to~~ creditors ~~and~~in toexcess ~~resolve~~of ~~our outstanding and any new litigation will reduce~~ the ~~amount~~Trust’s of remaining capital available for future distribution to shareholders. The ultimate settlement, if any, may vary significantly from amounts presently estimated. Any unfavorable settlement could have a material negative effect on our financial position and net assets ~~in liquidation. The amounts of settlements or damage payments~~, ifup weto dothe ~~not~~amount ~~successfully defend cases that are not settled, could~~actually ~~reduce~~distributed ~~future distributions~~ to ~~the~~each ~~lower~~such ~~end,~~beneficial orunit ~~below the lower end, of our current estimated distribution range~~holder.

WeAlthough ~~will~~the ~~continue~~liability of any beneficial unit holder is limited to the amounts ~~incur~~received ~~liabilities~~by such beneficial unit holder, both as a shareholder of REMEC Inc., common stock, and ~~expenses~~as ~~that~~a ~~will~~beneficiary ~~reduce~~of the ~~amount~~Trust, from either REMEC, Inc. or the Trust in the liquidation process, a beneficiary could be required to return all distributions previously made to such shareholder/beneficiary and receive nothing from us, if amounts required to settle the Trust’s remaining liabilities exceed available ~~for~~assets. ~~distribution~~Moreover, ~~out~~in the event a shareholder/beneficiary has paid taxes on amounts previously received, a repayment of all or a portion of such amount could result in the ~~liquidation~~beneficial unit holder incurring a net tax cost if the beneficial unit holder’s repayment of an amount previously distributed does not cause a commensurate reduction in taxes payable. While we have endeavored to ~~shareholders~~make adequate reserves for all known and contingent liabilities, there is no guarantee that the reserves established by us, or our remaining assets will be adequate to cover all such expenses and liabilities.

~~Liabilities~~We ~~and~~may expenses from operations, such as operating costs, directors and officers liability insurance, payroll and local taxes, legal, accounting and consulting fees and miscellaneous office expenses, will continue to be ~~incurred~~subject ~~as we complete the implementation of our Plan of Dissolution. We have an obligation~~ to ~~continue~~final toexaminations ~~comply~~by ~~with~~taxing ~~the~~authorities ~~applicable~~across ~~reporting requirements~~various ~~of the Securities Exchange Act of 1934~~jurisdictions, aswhich ~~amended,~~may impact ~~even though compliance with such reporting requirements is economically burdensome until~~ the ~~Company is fully dissolved. These expenses and liabilities will reduce the~~ amount of ~~assets available~~taxes ~~for~~that ~~future~~we ~~distribution~~pay ~~out~~and of the ~~liquidation~~ultimate distributions to ~~shareholders~~our beneficiaries.

~~Pursuant~~The toTrust ~~Section 404~~evaluates ofits ~~the~~probable ~~Sarbanes-Oxley~~exposures ~~Act~~associated with the tax filing positions of ~~2002~~both REMEC and the Trust. At December 31, we2011, ~~are~~the ~~required~~Trust tobelieves ~~furnish~~it ahas ~~report~~no bysuch ~~our~~exposures, ~~management~~and onaccordingly ~~our~~has ~~internal~~not ~~control~~accrued ~~over~~any ~~financial~~such ~~reporting~~charges. ~~Such~~Significant ~~report~~judgment ~~must~~is ~~contain~~required in determining the Trust’s provision for income taxes payable, ~~among~~and ~~other~~as ~~matters~~a result, anthe ~~assessment~~Trust’s ofdeterminations may not prove to be accurate. REMEC and/or the ~~effectiveness~~Trust may be subject to final examination by taxing authorities; thus, a final determination by the taxing authorities could increase or decrease amounts of cash available for distribution to our ~~internal~~ shareholders, perhaps significantly.

3A Successor Trustee may need to be appointed to complete the Plan of Dissolution, which could delay the final distribution and closing of the Trust.

~~Table~~The Trust Agreement provides that in the event of ~~Contents~~the resignation, removal, incapacity or other reason for the Trustee’s inability to continue to serve as Trustee, a Successor Trustee will be appointed. In such event, there may be a delay in the administration of the Trust while the Successor Trustee is appointed and takes office, which may delay the final liquidating distribution, if any, and the closure of the Trust.

control over financial reporting (“ICFR”) as of the end of our fiscal year. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by management. We are also required to include audited financial statements in our annual report on Form 10-K. Our annual report on Form 10-K for the fiscal year ended January 31, 2010 does not require an attestation from the Company’s independent registered public accounting firm relating to the effectiveness of our ICFR.

Based on current rules of the Securities and Exchange Commission, and pending the timing of the transfer of net assets to a liquidating trust we maybe be required to obtain an attestation report on the effectiveness of our ICFR from our independent registered public accounting firm for inclusion in our annual report on Form 10-K for our fiscal year ending January 31, 2011, if we have not, by that time, completed our dissolution or transferred our remaining assets and liabilities to a liquidating trust.

We may be subject to final examinations by taxing authorities across various jurisdictions which may impact the amount of taxes that we pay and the ultimate distributions to our shareholders.

In evaluating the exposure associated with various tax filing positions, the Company accrues charges for probable exposures. At January 31, 2010, the Company believes it has appropriately accrued for probable exposures. To the extent the Company were to prevail in matters for which accruals have been established or be required to pay amounts in excess of these accruals, the Company’s effective tax rate in a given financial statement period could be materially affected.

Significant judgment is required in determining the Company’s provision for income taxes payable. In the ordinary course of a global business, there are many transactions for which the ultimate tax outcome is uncertain. Because many transactions are subject to varying interpretations of the applicable federal, state or foreign tax laws, our reported tax liabilities and taxes may be subject to change at a later date upon final determination by the taxing authorities. The impact of this final determination on our estimated tax obligations could increase or decrease amounts of cash available for distribution to our shareholders, perhaps significantly.

Distribution of cash out of the liquidation, if any, to our shareholders could be delayed.

Although our Board of Directors has not established a firm timetable for future cash liquidating distributions to our shareholders, the Board of Directors intends, subject to contingencies inherent in winding up our business, to make such distributions as promptly as practicable as creditor and litigant claims are paid, settled or resolved. However, we are currently unable to predict the precise timing of any such distributions. The timing of such distributions will depend on and could be delayed by, among other things, claim settlements with creditors, new claims made by third parties and the settlement or the final resolution of any outstanding or future litigation matters. Additionally, a creditor could seek an injunction against the making of such distributions to our shareholders on the grounds that the amount to be distributed was needed to provide for the payment of our liabilities and expenses. Any action of this type could delay or diminish the amount available for such distribution to our shareholders.

If we fail to create an adequate contingency reserve for payment of our expenses and liabilities, or if any liability exceeds our remaining assets, each shareholder could be held liable for payment to our creditors of his or her pro rata share of amounts owed to creditors in excess of the Company’s remaining assets, up to the amount actually distributed to such shareholder.

Although the liability of any shareholder is limited to the amounts previously received by such shareholder from us (and from any liquidating trust or trusts) in the dissolution, this means that a shareholder could be required to return all distributions previously made to such shareholder and receive nothing from us under the Plan of Dissolution, if amounts required to settle the Company’s remaining liabilities exceed available assets. Moreover, in the event a shareholder has paid taxes on amounts previously received, a repayment of all or a portion of such amount could result in a shareholder incurring a net tax cost if the shareholder’s repayment of an amount previously distributed does not cause a commensurate reduction in taxes payable. While we will endeavor to make adequate reserves for all known and contingent liabilities, there is no guarantee that the reserves established by us, or our remaining assets will be adequate to cover all such expenses and liabilities. In particular, the plaintiffs in the pending Securities Class Action have alleged, through their experts, that if the plaintiffs were to prevail, that the aggregate damages for the Class could exceed the available director and officer’s liability insurance and the Company’s available assets. While the Company has not concluded that a loss resulting from that case is probable, and accordingly has not established a contingency reserve, the pending Securities Class Action suit could result in a final judgment in excess of the Company’s assets and insurance coverage, which may result in the liability described herein.

Our Board of Directors may determine to turn management of the liquidation of REMEC, Inc. over to a third party, and some or all of our directors may resign from our board at that time.

Our Board of Directors may determine at any time that it is in the best interests of the Company and its shareholders to turn the management of the Company over to a third party to complete the liquidation of our remaining assets and distribute the available proceeds to our shareholders, and some or all of our directors may resign from our board at that time. If management is turned over to a third party and all of 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.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Our principal ~~executive~~office ~~offices~~is ~~are~~ located at ~~3790~~10636 ~~Via~~Scripps ~~de la Valle~~Summit, Suite. ~~211,~~143 ~~Del~~San ~~Mar~~Diego, California ~~92014~~92131. We occupy approximately ~~884~~200 square feet, under month-to-month arental ~~lease that expires in September 2011~~agreements.

~~During~~3 fiscal years 2007 and 2008 we entered into agreements which resulted in the complete sublease of our former headquarters facility at 3790 Via de la Valle, Suite 311, Del Mar, California, through the remainder of the lease term in September 2011.

The minimum future lease payments under non-cancelable operating leases as of January 31, 2010 are approximately $930,000, which is expected to be reduced by sublease payments totaling approximately $862,000.

Item 3. Legal Proceedings.

The ~~Company~~ Trust or the Trustee is not presently subject to any claims or litigation, nor to the Trustee’s ~~loss~~knowledge, ~~contingencies~~such ~~include~~claims ~~the~~or ~~following~~litigation ~~lawsuit:~~threatened against REMEC Inc., or the Trust.

~~Securities~~Item 4. ~~Class~~Mine ~~Action~~Safety Disclosure.

OnNot September 29, 2004, three class action lawsuits were filed against the Company and certain former officers (the “Defendants”) in the United States District Court for the Southern District of California alleging that between September 8, 2003 and September 8, 2004 (the “Class Period”) the Defendants made false and misleading statements and failed to disclose material information regarding the Company’s financial condition, operations and future business prospects in violation of federal securities lawsapplicable. ~~On January 18, 2005, the law firm of Milberg Weiss Bershad & Schulman LLP (“Milberg Weiss”) was appointed Lead Counsel and its client was appointed Lead Plaintiff.~~

~~After~~4 several consolidated and amended complaints were filed, challenged by the Defendants and dismissed by the Court with leave to amend, the Court denied the Company’s Motion to Dismiss the Fourth Amended Complaint on September 26, 2006. REMEC filed its Answer to the Fourth Amended Complaint on November 6, 2006, denying all liability and asserting certain affirmative defenses. On November 21, 2007 the Court granted Plaintiff’s motion for class certification.

The parties engaged in discovery, including production of documents, between May 2007 and March 2009. All discovery, including expert discovery, is now closed. There are currently four motions seeking summary judgment or partial summary judgment pending before the Court, three made by the Defendants and one made by the Plaintiffs. The time period for filing dispositive motions has closed. The Pretrial Conference, and Trial date, previously set for January 25, 2010 and February 23, 2010, respectively, have been vacated by the Court, which has indicated that rulings on the motions for summary judgment are forthcoming. REMEC maintains directors’ and officers’ liability insurance, and has tendered the defense of this lawsuit to its insurance carriers. The insurance carriers have agreed to pay defense costs and provide coverage of this action, subject to a reservation of rights. The Company believes the case is without merit and has been vigorously defending against the asserted claims. Because the Company has not determined that a loss in this case is probable, the Company has not included any amounts related to this litigation in either its estimate of cost to be incurred during liquidation or in the estimated range of future liquidating distributions as of January 31, 2010 (see Notes 1, 2 and 6 to the accompanying financial statements.)

Other

Other than the lawsuit described above, REMEC is not presently subject to any material claims or litigation, nor to the Company’s knowledge, are such claims or litigation threatened against REMEC.

Environmental Matters

We are not currently aware of any environmental liability or any unasserted claim or assessment with respect to an environmental liability with respect to our leased properties that would have a material effect on our financial condition or that we believe would require disclosure or the recording of a loss contingency.

Item 4. Reserved.

PART II

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

~~Our common stock was previously traded on the Nasdaq National~~ Market ~~(Nasdaq)~~Information beginning on February 1, 1996 under the symbol “REMC.” On October 10, 2005, we provided a delisting notice to Nasdaq and voluntarily requested that our common stock be de-listed from Nasdaq as of October 13, 2005, the last trading day being October 12, 2005. Since we were de-listed from Nasdaq on October 13, 2005, our shares have continued to trade on the OTC Bulletin Board (OTCBB) exchange under the symbol “REMC.OB”. The Over-the-Counter quotations reflect inter-dealer bid prices, without retail mark-up, markdown or commission and may not represent actual transactions.

OnThere ~~April 16,~~is ~~2010,~~no public market for the ~~number~~units of ~~shareholders of~~beneficial ~~record~~interest ofin the REMEC ~~common~~Liquidating ~~stock~~Trust. ~~was~~The ~~503~~units of beneficial interest are not and ~~the~~will ~~closing~~not ~~sale~~be ~~price~~listed ofon ~~REMEC~~any ~~common~~exchange, ~~stock~~quoted ~~was~~by ~~$0.89~~a ~~per~~securities ~~share.~~broker ~~The~~or ~~following~~dealer, ~~table~~nor ~~sets~~admitted ~~forth~~for trading in any market, including the ~~range~~over-the-counter market. The units of ~~high~~beneficial ~~and~~interests ~~low~~are ~~closing~~not ~~sale~~transferable ~~prices~~except by operation of ~~our~~law, ~~common~~will ~~stock~~or asintestate ~~reported~~succession, onall ~~Nasdaq~~in ~~and~~accordance with the ~~OTCBB~~terms ~~for the~~and ~~quarterly~~conditions ~~periods~~of ~~indicated~~the Trust Agreement.

	High		Low
Fiscal 2009
First Quarter	$	1.08	$	0.95
Second Quarter		1.22		0.62
Third Quarter		0.75		0.57
Fourth Quarter		0.65		0.52
Fiscal 2010
First Quarter	$	0.95	$	0.54
Second Quarter		0.87		0.76
Third Quarter		0.95		0.77
Fourth Quarter		0.95		0.80
Fiscal 2011
First Quarter (through April 16, 2010)	$	0.95	$	0.87

Beneficiaries

As of March 16, 2012, there were 2,968 holders of beneficial interest in the Liquidating Trust, including those beneficiaries holding units through a broker, whose identity is undisclosed to the Trustee (“Street Name Beneficiaries”). The rights of beneficiaries in the Liquidating Trust are not represented by any form of certificate or other instrument. Rather, the Trustee, through its transfer agent, is maintaining a record of the name and address of each beneficiary holding units of record and such beneficiary’s aggregate units of beneficial interest in the Liquidating Trust. Communications with Street Name Beneficiaries are facilitated by the Trust’s stock transfer agent through the Depository Trust & Clearing Corporation.

Dividends

Distributions

OnFrom ~~August~~September 21, 2005, wethrough ~~filed~~December 31, ~~additional~~2010, ~~proxy~~REMEC ~~material~~made ~~with~~ the ~~SEC~~following ~~that~~liquidating ~~provided~~distributions ~~shareholders with an estimate of the cash and the number of shares of Powerwave common stock that would be distributed~~ to ~~REMEC shareholders following~~ the ~~sale of REMEC’s Wireless Systems business unit to Powerwave. That filing indicated~~ shareholders ~~were ultimately expected to receive between $2.45 to $2.95 in total cash distributions and 0.333 shares~~ of ~~Powerwave stock for every share of~~ REMEC ~~stock held at the time the transaction closed~~Inc. ~~In September 2005~~, ~~10 million~~common ~~shares of Powerwave~~ stock ~~were~~pursuant ~~issued~~ to the ~~shareholders~~Plan of ~~record~~ onDissolution: September 13, 2005 of REMEC stock at a ratio of 0.3443 shares of Powerwave stock for every share of REMEC stock held. On October 4, 2005, an initial cash liquidating distribution was made to shareholders of record of REMEC stock on September 13, 2005 at a rate of $1.35 per share totaling approximately $39.2 million.

OnIn ~~October 19,~~September ~~2006~~2005, following the ~~Board~~ ofsale ~~Directors approved a cash liquidating distribution~~ of ~~approximately~~REMEC’s ~~$22.5~~Wireless ~~million,~~Systems orbusiness ~~$0.75~~unit ~~per share~~ to ~~shareholders~~Powerwave ~~of record as of November 1~~Technologies, ~~2006 pursuant to our Plan of Dissolution~~Inc., ~~On November~~10 8,million ~~2006,~~shares aof ~~cash~~Powerwave ~~liquidating distribution~~stock ~~was~~were ~~made~~issued to ~~all~~REMEC shareholders of record on ~~as of November~~September 113, ~~2006~~2005 at a ~~rate~~ratio of $0.753443 ~~per~~shares of Powerwave stock for every share, ~~totaling~~of ~~approximately~~REMEC ~~$22~~stock.5 ~~million.~~

On ~~December~~October 144, ~~2007~~2005, ~~the~~an ~~Board of Directors approved a cash liquidating distribution of approximately $22.5 million, or $0.75 per~~initial ~~share to shareholders of record as of the close of business on December 14, 2007 pursuant to our Plan of Dissolution. On December 21, 2007, a~~ cash liquidating distribution was made to ~~all~~ shareholders of record ason ~~of December~~September 1413, ~~2007~~ 2005 at a rate of $01.7535 per share, totaling approximately $2239.52 million.

On ~~June~~November 178, ~~2008~~2006, ~~the Board of Directors approved~~ a ~~cash~~ liquidating distribution of approximately $15.0 million, or $0.50 per share to shareholders of record as of the close of business on June 27, 2008 pursuant to our Plan of Dissolution. On July 7, 2008, a cash liquidating distribution was made to all shareholders of record as of ~~June~~November 271, ~~2008~~2006 at a rate of $0.5075 per share, totaling approximately $1522.05 million.

~~The~~On ~~sources~~December 21, ~~for~~2007, ~~payment~~a ofcash ~~these~~liquidating ~~distributions~~distribution ~~were~~was ~~cash~~made onto ~~hand~~all ~~and~~shareholders ~~funds~~of ~~realized~~record ~~from~~as ~~the~~of ~~liquidation~~December 14, 2007 at a rate of ~~assets~~$0.75 per share, totaling approximately $22.5 million.

~~Additional~~On July 7, 2008, a cash liquidating ~~distributions~~distribution ~~are~~was ~~pending,~~made ~~subject~~ to ~~the~~all ~~settlement~~shareholders of ~~the~~record ~~Company’s~~as of ~~remaining~~June 27, ~~liabilities~~2008 ~~and~~at ~~approval by~~a ~~REMEC’s~~rate ~~Board~~ of ~~Directors~~$0.50 per share, totaling approximately $15.0 million.

6On December 10, 2010, a cash liquidating distribution was made to all shareholders of record as of November 29, 2010 at a rate of $0.88 per share, totaling approximately $26.5 million.

~~Table~~The sources for payment of ~~Contents~~these cash distributions were cash on hand realized from the liquidation of assets.

~~Recent~~There ~~Sales~~were ofno ~~Unregistered~~liquidating ~~Securities~~cash distributions made in 2011.

~~Since~~Additional ~~February 1,~~cash ~~2007~~liquidating distributions are pending, wecontingent ~~have~~upon ~~not~~the ~~issued~~settlement ~~any~~of ~~securities~~the ~~that~~Trust’s ~~have~~remaining ~~not~~liabilities ~~been~~and ~~registered~~approval ~~under~~by the ~~Securities Act of 1933, as amended~~Trustee.

~~Purchases of~~ Equity Compensation ~~Securities~~Plan Information

WeAll ~~did~~of ~~not~~REMEC’s ~~repurchase~~equity ~~any~~compensation plans were terminated as of ~~our~~December 31, ~~equity~~2010. ~~securities~~The ~~during~~Trust ~~fiscal~~has ~~year~~no equity ~~2010~~compensation plans.

Item 6. Selected Financial Data.

Not applicable.

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

As used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms “we,” “us,” “our,” and “the Trust” refer to the REMEC Liquidating Trust. The use of “REMEC” refers to REMEC Inc., except where the context otherwise requires.

The following discussion should be read in conjunction with our condensed financial statements and notes appearing elsewhere in this Form 10-K. Such financial statements and information have been prepared to reflect our net assets in liquidation.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent our current expectations, assumptions, estimates and projections about the REMEC Liquidating Trust. These forward-looking statements include estimates of the net assets of the ~~Company in liquidation~~Trust, statements about the amount and timing of the payment of additional liquidating distributions and statements about the ~~Company~~Trust’s operating costs through ~~final~~termination ~~dissolution,~~of ~~including~~ the ~~additional~~ ~~wind up costs~~Trust, which will vary with the length of time it operates. The forward-looking statements in this report are subject to a number of ~~other~~ significant risks and uncertainties, and there can be no assurance that the expectations reflected in those statements will be realized or achieved. Such risks and uncertainties include, without limitation, ~~possible contingent liabilities and post-closing indemnification and other obligations arising from~~ the ~~sale of the Company’s remaining assets; the~~ risk that ~~federal, state or local taxing authorities will audit~~ the ~~tax~~Trust returns filed by the Company resulting in additional taxes being assessed against the Company; the risk that income, sales, use and other tax returns filed by the Company prior to the divestiture of its business units might be audited by federal, state or local taxing authorities resulting in additional taxes being assessed against the Company; the risk that the Company may not be able to realize its current estimate of the net value of its assets; the risk that the ~~Company~~Trust may have underestimated ~~the settlement expense of~~ its obligations and liabilities, including without limitation, ~~accrued~~operating ~~compensation~~expenses ~~and~~incurred ~~tax~~in ~~liabilities;~~connection ~~risks associated~~ with ~~the~~carrying ~~liquidation~~out ~~and dissolution of~~ the ~~Company,~~Plan ~~including without limitation, settlement~~ of ~~the Company’s litigation~~Dissolution, liabilities and obligations, ~~costs~~of ~~including~~REMEC ~~professional~~or ~~fees, incurred in connection with carrying out~~ the ~~Plan of Dissolution~~Trust, discharge of any outstanding creditor claims, and the ~~winding~~termination ~~up and dissolution~~ of the ~~Company~~Trust. See Item 1A, “Risk Factors” for additional information regarding certain of these risks and uncertainties. In light of these risks, uncertainties and assumptions, readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements represent beliefs and assumptions only as of the date of this report. Except as required by applicable law, we do not intend to update or revise forward-looking statements contained in this report to reflect future events or circumstances.

Overview

~~During~~REMEC ~~fiscal year~~was ~~2005,~~incorporated wein ~~engaged~~California ~~the~~in ~~services~~January of1983. ~~financial~~On ~~advisors~~July 21, ~~to evaluate strategic alternatives to enhance shareholder value~~2005, ~~which included exploring~~ the ~~disposition~~Board of ~~some~~Directors ~~or all~~ of ~~our~~REMEC ~~business~~approved ~~units. It was determined that in~~ the ~~best~~liquidation ~~interest~~and dissolution of ~~shareholder~~ ~~value~~REMEC ~~that~~pursuant ~~the~~to ~~Company~~a ~~divest~~Plan ~~all~~of ~~remaining~~Complete ~~product line business units. During fiscal 2006, with shareholder approval, the Company divested all its remaining business units~~ Liquidation and ~~adopted~~Dissolution (the “Plan of Dissolution”), ~~effective September 3,~~intended ~~2005.~~to Onallow ~~May 20,~~for ~~2005,~~ the ~~Company~~orderly ~~completed~~disposition ~~the~~of ~~sale~~REMEC’s ofremaining ~~the~~assets ~~Defense &~~and ~~Space~~liabilities. ~~group~~The toholders ~~Chelton~~of ~~Microwave.~~a Onmajority ~~July 1,~~of ~~2005,~~REMEC’s ~~the~~outstanding ~~Company~~shares ~~completed~~approved the ~~sale~~Plan of ~~certain~~Dissolution ~~assets~~at ~~and liabilities constituting~~ a ~~substantial~~special ~~portion~~shareholder ofmeeting ~~the~~in ~~Electronic~~August ~~Manufacturing Services business to Veritek Manufacturing Services~~2005, ~~LLC~~effective ~~and Samjor Family Limited Partnership. On August~~September 263, 2005,. ~~the~~The ~~Company~~Plan ~~completed~~of Dissolution provided the ~~sale~~Board of ~~the~~Directors ~~Outdoor~~with ~~Unit/Transceiver~~the ~~business~~authority to ~~Wireless~~ ~~Holdings~~transfer ~~International,~~REMEC’s ~~Inc.~~remaining Onassets ~~September 2,~~and ~~2005,~~liabilities ~~the~~to ~~Company~~a ~~sold~~liquidating ~~the~~trust ~~Wireless~~without ~~Systems~~further approval ~~business~~by ~~unit~~its ~~to Powerwave Technologies~~shareholders, ~~Inc.~~in ~~The~~order ~~Wireless~~to ~~Systems~~complete ~~business was~~ the ~~last~~Plan ~~remaining~~of ~~REMEC product line business unit~~Dissolution.

~~REMEC~~On ~~will~~November 16, ~~continue in existence until its final dissolution~~2010, ~~which~~REMEC isInc. ~~subject to resolution of outstanding litigation~~ and ~~the~~Richard ~~payment of its known debts and liabilities~~A. ~~During this period~~Sackett, ~~we will not operate our business~~ as Trustee a(the ~~going concern. Our Plan of Dissolution provides that liquidating distributions will be made to our shareholders as determined by our Board of Directors. To date~~“Trustee”), ~~liquidating~~entered ~~cash~~into ~~distributions totaling $99.2 million have been made to our shareholders pursuant to~~ the ~~Plan~~Liquidating ofTrust ~~Distribution.~~Agreement ~~The Company has evaluated its ability to make a liquidating distribution to shareholders and transfer~~ (the ~~remaining net~~“Trust ~~assets to a liquidating trust precedent to a final dissolution~~Agreement”), asfor ~~well as to transfer~~ the ~~current~~creation ~~net~~and ~~assets~~operation toof athe ~~liquidating~~REMEC ~~trust~~Liquidating ~~while~~Trust ~~current~~(the ~~litigation~~“Trust”). ~~remains pending~~Mr. Sackett ~~However,~~previously ~~such~~served ~~a distribution and/or transfer cannot be completed until~~as ~~the~~REMEC’s ~~current~~President, ~~pending~~Secretary ~~litigation~~and isGeneral ~~resolved,~~Counsel. ~~due~~The ~~to the Company~~Trust’s ~~(and~~activities ~~its~~are ~~shareholders’)~~restricted ~~liability~~to ~~for~~ the ~~litigation,~~conservation and ~~the~~protection ~~tax consequences to shareholders~~ of ~~a transfer of~~ the ~~Company’s current net~~ assets totransferred aby ~~liquidating~~REMEC ~~trust prior~~ to ~~resolution of~~ the ~~litigation.~~Trust Asand ~~a result,~~ the ~~Company~~administration ~~intends~~thereof, toincluding ~~continue~~the topayment ~~operate~~of ~~in a corporate form~~any liabilities, ~~without~~costs ~~making~~and ~~additional~~expenses ~~distributions,~~of ~~until~~REMEC ~~the~~or ~~resolution of~~ the ~~current pending litigation~~Trust.

7On January 1, 2011, the Trust was formed, and REMEC transferred its remaining net assets, consisting primarily of cash totaling $2.976 million to the Trust. Upon the transfer of the assets and liabilities to the Trust, each shareholder of REMEC Inc., common stock owned as of December 31, 2010, automatically became the holder of one unit of beneficial interest, or unit, in the REMEC Liquidating Trust for each share of REMEC’s common stock then currently held of record by such shareholder. Following the conversion of shares to units of beneficial interest, all outstanding shares of REMEC’s common stock were deemed cancelled. The rights of beneficiaries in their beneficial interests are not represented by any form of certificate or other instrument. Shareholders of REMEC on December 31, 2010 were not required to take any action to receive units of beneficial interests. On the date of the conversion, the economic value of each unit of beneficial interest was equivalent to the economic value of a share of REMEC’s common stock.

On January 5, 2011, REMEC filed a Form 15 with the United States Securities and Exchange Commission, or the SEC, to terminate the registration of REMEC’s common stock under the Securities Exchange Act of 1934, as amended, or (the “Exchange Act”), and REMEC announced that it would cease filing reports under the Exchange Act. The Trustee will issue to beneficiaries and file with the SEC Annual Reports on Form 10-K and Current Reports on Form 8-K upon the occurrence of a material event relating to us.

REMEC, Inc. was dissolved effective March 18, 2011.

On or about March 28, 2011, the Trust received a letter from the SEC stating that the Division of Corporate Finance would not require the Trust to register the units of beneficial interest in the Trust under the Securities and Exchange Act so long as the Trust operated as described in that letter (the “No Action Letter”). Pursuant to the No Action Letter and the Trust Agreement, the Trust’s activities are

~~Our~~ restricted ~~Plan of Dissolution provides us with authority~~ to ~~retain~~the aliquidation ~~third~~of ~~party~~the ~~liquidator~~assets ~~or trust~~and ~~without~~liabilities ~~further~~transferred ~~approval~~ by ~~our~~REMEC ~~shareholders~~to at the ~~discretion~~Trust, ofdistributing ~~our~~the ~~Board~~proceeds oftherefrom ~~Directors.~~to Wethe ~~may~~beneficiaries, ~~determine~~and ~~that~~paying ~~the~~all ~~continued~~liabilities, ~~liquidation~~costs and expenses of REMEC ~~may~~and bethe ~~more~~Trust. ~~efficiently~~Under ~~handled by retaining a third party liquidator or trust to manage~~ the ~~liquidation~~ ~~process.~~No InAction ~~particular~~Letter, wethe ~~may~~Trustee ~~determine~~agreed to dofile sowith atthe ~~such~~SEC, ~~time~~Annual asReports ~~our~~on ~~outstanding~~Form ~~litigation~~10-K and ~~other~~Current ~~significant~~Reports ~~creditor~~on ~~claims~~Form ~~have~~8-K ~~been~~upon ~~resolved.~~the Weoccurrence ~~cannot~~of ~~predict~~a ~~when~~material orevent ifrelating ~~these~~to ~~matters~~the ~~will~~Trust. beThe ~~resolved,~~Trust oris ~~when~~not required orto iffile weperiodic ~~will engage~~reports aon ~~third~~Form ~~party~~10-Q ~~liquidator~~ or ~~trust.~~proxy ~~Our~~statements ~~estimated~~under ~~costs~~the toterms ~~be incurred during liquidation as~~ of ~~January 31,~~the ~~2010~~No ~~include~~Action ~~estimated costs of a trust~~Letter.

The sole remaining material liability of the Trust after resolution of the real property lease and Netherland VAT liabilities referenced herein consists of REMEC’s worker’s compensation liabilities, which are insured, subject to certain self-insured retentions, which vary by policy year. The Trustee currently expects that the Trust can negotiate a settlement agreement with the insurer regarding the remaining worker’s compensation liability prior to the end of the third quarter of fiscal 2012, which would allow the Trustee to potentially make a final liquidating distribution to all beneficiaries and close the Trust by the end of 2012. This expectation is subject to the Trust’s ability to reach such an agreement with the worker’s compensation insurer, and any unknown liabilities, which may be asserted against the Trust. The expected cost of a settlement of all workers’ compensation liabilities has been included in the Trust’s financial statements as part of the costs to be incurred in liquidation.

Liquidation Basis of Accounting and Plan of Dissolution

The accompanying financial statements have been prepared on the liquidation basis of accounting. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values and liabilities are stated at their estimated settlement amounts. The precise nature, amount and timing of any future distribution to our ~~shareholders~~beneficial unit holders will depend on and could be delayed by, among other things, claim settlements with creditors, ~~resolution of outstanding litigation matters,~~ new claims filed by third parties, whether our insurance policies will provide coverage for defense costs and any damages payable ~~under our~~on ~~outstanding and~~ any future litigation matters, and unexpected or greater than expected expenses. Claims, liabilities and future expenses for operations, although currently declining in the aggregate, will continue to be incurred ~~with~~until ~~execution~~ termination of the ~~plan~~Trust. These costs will reduce the amount of net assets available for ultimate distribution to ~~shareholders.~~beneficial ~~Although we believe it is likely that the actual amount of those expenses will differ from our current estimate, we believe that~~unit available cash plus proceeds realized from the liquidation of assets will be adequate to provide for our obligations, liabilities, operating costs and claims, and to make further cash distributions to shareholdersholders.

Net Assets in Liquidation and Changes in Net Assets in Liquidation

Net assets in liquidation increased $3.9 million, or $0.13 per share, to $28.9 million for the fiscal year ended January 31, 2010 from $24.9 million for the fiscal year ended January 31, 2009. (In thousands, except per share data):

	Fiscal Years EndedJanuary 31,
	2010		2009
Net assets in liquidation	$	28,857	$	24,946
Number of common shares outstanding at each respective date		30,031		30,031
Net asset value per outstanding share	$	0.96	$	0.83

The following paragraph summarizes certain material actions and events which have occurred regarding the Company’s liquidation process during the fiscal year ended January 31, 2010.

Net assets in liquidation increased approximately $3.9 million for the fiscal year ended January 31, 2010. The increase in net assets in liquidation was primarily due to the reversal of an accrual for estimated taxes payable of approximately $4.3 million and approximately $1.9 million in associated estimated penalties and interest. The reduction to income taxes payable was the result of a lapse of the applicable statute of limitations for federal taxes. Other increases in net assets for the twelve months ending January 31, 2010, include a reserve decrease related to the Company’s tail policy for D&O insurance of approximately $0.4 million.

Increases in net assets in liquidation were offset by approximately $3.2 million as a result of an increase in the accrual period used to estimate future expenses from 3 months to 6 months and operating costs, net, associated with winding down operations, including insurance amortization (primarily D&O coverage), insurance expense (primarily workers’ compensation), compensation costs for our two executive officers, legal and accounting fees.

Results of Operations

In connection with the adoption of the Plan of Dissolution, and the adoption of the liquidation basis of accounting for all periods subsequent to September 2, 2005, our financial statements are prepared under the liquidation basis of accounting, results of operations are not presented.

Liquidity and Capital Resources

As of January 31, 2010, net assets in liquidation totaled approximately $28.9 million. Total assets of approximately $33.7 million include approximately $30.4 million in cash and cash equivalents and approximately $2.9 million of restricted cash held as security on letters of credit. Receivables and other assets consist of approximately $0.4 million, which includes notes receivables and prepaid insurance, consisting primarily of D&O insurance premiums to be amortized. Total assets are offset by approximately $4.8 million of estimated total liabilities expected to be incurred during liquidation, consisting of approximately $1.2 million in taxes payable and approximately $3.6 million estimated costs to be incurred during liquidation.

We expect to use our capital resources to execute and complete our Plan of Dissolution, which includes settling existing claims against the Company, including existing litigation and other current liabilities and accrued expenses, and making cash liquidating distributions to our shareholders. Capital resources available for liquidating distributions to shareholders may vary if we incur greater than estimated operating expenses associated with executing the Plan of Dissolution, actual settlement costs for existing claims against the Company vary from estimates, or if there are existing, but unknown claims made against us in the future. We intend to distribute net assets in liquidation to shareholders as liquidating distributions as promptly as practicable as we settle our remaining liabilities. At January 31, 2010, our cash and cash equivalents were held primarily in money market funds and other bank deposit accounts. We expect to continue to hold our cash and cash equivalents primarily in money market funds while we execute the Plan of Dissolution.

Distributions

On August 2, 2005, we filed additional proxy material with the SEC that provided shareholders with an estimate of the cash and the number of shares of Powerwave common stock that would be distributed to REMEC shareholders following the sale of REMEC’s Wireless Systems business unit to Powerwave. That filing indicated shareholders were ultimately expected to receive between $2.45 to $2.95 in total cash distributions and 0.333 shares of Powerwave stock for every share of REMEC stock held at the time the transaction closed. In September 2005, 10 million shares of Powerwave stock were issued to the shareholders of record on September 13, 2005 of REMEC stock at a ratio of 0.3443 shares of Powerwave stock for every share of REMEC stock held. On October 4, 2005, an initial cash liquidating distribution was made to shareholders of record of REMEC stock on September 13, 2005 at a rate of $1.35 per share totaling approximately $39.2 million.

On October 19, 2006, the Board of Directors approved a cash liquidating distribution of approximately $22.5 million, or $0.75 per share to shareholders of record as of November 1, 2006 pursuant to our Plan of Dissolution. On November 8, 2006, a cash liquidating distribution was made to all shareholders of record as of November 1, 2006 at a rate of $0.75 per share, totaling approximately $22.5 million.

On December 14, 2007, the Board of Directors approved a cash liquidating distribution of approximately $22.5 million, or $0.75 per share to shareholders of record as of the close of business on December 14, 2007 pursuant to our Plan of Dissolution. On December 21, 2007, a cash liquidating distribution was made to all shareholders of record as of December 14, 2007 at a rate of $0.75 per share, totaling approximately $22.5 million.

On June 17, 2008, the Board of Directors approved a cash liquidating distribution of approximately $15.0 million, or $0.50 per share to shareholders of record as of the close of business on June 27, 2008 pursuant to our Plan of Dissolution. On July 7, 2008, a cash liquidating distribution was made to all shareholders of record as of June 27, 2008 at a rate of $0.50 per share, totaling approximately $15.0 million.

The sources for payment of these cash distributions were cash on hand and funds realized from the liquidation of assets.

Additional cash liquidating distributions are pending, subject to the settlement of the Company’s remaining liabilities and approval by REMEC’s Board of Directors.

Critical Accounting Policies

~~Our~~Although our financial statements and accompanying notes are prepared without audit, they continue to be prepared in accordance with ~~U.S.~~accounting principles generally accepted ~~accounting~~in ~~principles~~the United States of America (“GAAP”) and applicable sections of Regulation S-X. The preparation of these financial statements requires us to use estimates and assumptions that affect reported amounts of assets and liabilities. These estimates are subject to known and unknown risks, uncertainties and other factors that could materially impact the amounts reported and disclosed in the financial statements. We believe the following to be among the most critical judgment areas in the application of our accounting policies.

Liquidation Basis of Accounting

AsThe aliquidation ~~result~~basis of ~~the~~accounting ~~shareholders’~~was ~~approval~~adopted ofby ~~the~~REMEC ~~Plan~~in ofexecuting ~~Dissolution and~~ the ~~imminent~~Plan ~~nature~~ of ~~liquidation,~~Dissolution ~~the Company adopted the liquidation basis of accounting~~ for all periods subsequent to September 2, 2005~~. This basis of accounting is considered appropriate when~~, ~~among~~and ~~other~~will ~~things,~~continue ~~liquidation~~as ~~of a company is probable and~~ the ~~net realizable values of assets and settlement value of liabilities are reasonably determinable. Under this~~ basis of accounting, ~~assets~~for ~~are valued at their estimated net realizable values and liabilities are stated at their estimated settlement amounts~~the Trust.

The valuation of assets at their net realizable value and liabilities at their anticipated settlement amounts necessarily requires many estimates and assumptions. In addition, there are substantial risks and uncertainties associated with carrying out the liquidation of the Company’s existing operations. The valuations presented in the accompanying Statement of Net Assets in Liquidation represent estimates, based on present facts and circumstances, of the net realizable values of assets and costs associated with carrying out the Plan of Dissolution based on the assumptions set forth below. The actual realizable values of assets and settlement amounts of liabilities are likely to differ from the amounts shown herein and could be greater or lesser than the amounts recorded. Accordingly, it is not possible to predict the aggregate amount that will ultimately be distributable to shareholders and no assurance can be given that

the amount to be received in liquidation will equal or exceed the net assets in liquidation per share in the accompanying Statement of Net assets in Liquidation or the price or prices at which the Common Stock has generally traded or may trade in the future. The cautionary statements regarding estimates of net assets in liquidation set forth in the Forward-Looking Statements portion of this report are incorporated herein by reference.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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. The liquidation basis of accounting requires us to make assumptions, judgments and estimates that can have a significant impact on our reported net assets in liquidation. We base our assumptions, judgments and estimates on the most recent information available and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. OnAny aincreases ~~regular~~in ~~basis we evaluate our assumptions, judgments and estimates and make changes accordingly. We believe that~~ the ~~assumptions, judgments and~~amount ~~estimates~~of ~~involved in the accounting for the~~ estimated costs to be incurred during liquidation ~~and~~or ~~taxes~~decreases ~~payable,~~in ~~have~~ the ~~greatest~~estimated ~~potential~~realizable ~~impact~~value onof ~~our~~assets ~~financial~~will ~~statements,~~reduce sothe weamount ~~consider~~of ~~estimates~~net ~~associated~~assets ~~with~~available ~~these~~for ~~obligations~~ultimate todistribution ~~be critical~~ to ~~our~~the ~~financial~~trust ~~statements~~beneficiaries.

~~Estimated~~7 ~~Costs to be Incurred During Liquidation and Taxes Payable~~

Under the liquidation basis of accounting, we accrue for the estimated remaining costs to be incurred during liquidation, including employee expense, insurance expense, third party services including estimated third party trust fees, facility lease expense partially offset by facility sub-lease income (see Note 4 to the accompanying financial statements, Commitments and Contingencies under “Leases”) and miscellaneous other expected future costs. As of January 31, 2010, such costs were estimated at approximately $3.6 million. Our estimates are based on assumptions regarding costs to be incurred in executing the Plan of Dissolution, as described above, through July 30, 2010, the end of the Company’s second quarter of fiscal 2011. If there are delays in executing the Plan of Dissolution, actual costs incurred during liquidation may increase, reducing net assets available in liquidation.

As of January 31, 2010 taxes payable were estimated at approximately $1.2 million, including approximately $0.5 million in interest and penalties payable (see Note 2 to the accompanying financial statements, Summary of Significant Accounting Policies under “Income Taxes and Income Tax Contingencies”.) Our estimate of taxes payable may be subject to final examination by taxing authorities. Because many transactions are subject to varying interpretations of the applicable federal, state or foreign tax laws, our reported tax liabilities and taxes may be subject to change at a later date upon final determination by taxing authorities. The impact of this final determination on our estimated tax obligations could increase or decrease amounts of cash available for distribution to our shareholders.

Cash and Cash Equivalents

As of January 31, 2010, cash and cash equivalents total $30.4 million. Cash and cash equivalents included investments held in a money market fund of $29.6 million as of January 31, 2010. The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Changes in market interest rates would not be expected to have a material impact on the fair value of $29.6 million of our cash equivalents as of January 31, 2010, as these consisted of securities with maturities of less than three months. As a result of the Company’s Plan of Dissolution, the Company no longer purchases new investments.

Restricted Cash

As of January 31, 2010, restricted cash was approximately $2.9 million representing certificates of deposit that secure certain letters of credit issued to third parties for foreign Value Added Tax (“VAT”), workers’ compensation and leasehold security interest obligations. The terms of the letters of credit expire upon the extinguishment of each underlying obligation. At that time, the certificates of deposit will be liquidated, also see Note 4 to the accompanying financial statements, Commitments and Contingencies under “Indemnifications and Guarantees”.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles” (the “ASC” or “Codification”) The Codification is not expected to change GAAP, but combines all authoritative standards into a comprehensive, topically organized online database. Following this guidance, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASU”) to update the Codification. After the launch of the Codification on July 1, 2009 only one level of authoritative GAAP for non governmental entities will exist, other than guidance issued by the Securities and Exchange Commission. This statement is effective for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification did not have any impact on the Company’s consolidated financial statements, and only affects how the Company references authoritative accounting guidance going forward.

On a regular basis, we evaluate our assumptions, judgments and estimates and make changes accordingly. Under the liquidation basis of accounting, we accrue for the estimated remaining costs to be incurred during liquidation, including Trustee expense, insurance expense, contractor services, facility rental expense, worker’s compensation liabilities, and miscellaneous other expected future costs. As of December 31, 2011, such costs were estimated at approximately $381,000. Our estimates are based on assumptions regarding costs to be incurred in executing the Plan of Dissolution, as described above, through September 30, 2012, the end of the Trust’s third quarter of fiscal 2012. If there are delays in executing the Plan of Dissolution, actual costs incurred during liquidation may increase, reducing net assets available in liquidation.

Net Assets in Liquidation and Changes in Net Assets in Liquidation

On January 1, 2011, the remaining net assets of REMEC, Inc., totaling $2.976 million, were transferred to the Trust.

As of December 31, 2011, net assets in liquidation of the Trust totaled $2.874 million, as follows:

Assets

Cash

The Trust holds approximately $3.3 million in cash, of which approximately $1.6 million is held in collateralized money market accounts and is used to secure two letters of credit issued to the following creditors of REMEC (1) a letter of credit in the amount of $450,000 issued in favor of The Travelers Insurance Company to secure REMEC’s payment of worker’s compensation obligations; and (2) a letter of credit in the amount of $1,160,000 issued in favor of ABN AMRO Bank in the Netherlands to secure a bank guarantee of REMEC’s value added tax (“VAT”) obligations to the Netherlands for equipment imports through 2005. During the first quarter of fiscal 2012, the VAT letter of credit of $1,160,000 was released and has been reclassified to cash and cash equivalents.

Other Assets

As of December 31, 2011, the Trust held approximately $14,000 in accounts receivable and other assets, including an account receivable for worker’s compensation obligations from REMEC’s former Defense & Space business unit.

Liabilities

The Trust has estimated that it will incur approximately $381,000 in costs related to the liquidation, including Trustee fees, third party services, worker’s compensation claim expenses, insurance expense, facility rental expense and miscellaneous other expected future costs. Except for these estimated liquidation costs, the Trust does not have any known liabilities.

Statement of Operations

The financial statements of the Trust are prepared on a liquidation basis and therefore do not include a statement of operations; all references to the results of operations have been deleted and replaced by references to changes in net assets.

Changes in Net Assets (In thousands, except per unit data):


	December 31, 2011		January 1, 2011
Net assets in liquidation	$	2,874	$	2,976
Number of beneficial units outstanding at each respective date		30,031		30,031
Net asset value per unit	$	0.0957	$	0.0991

For the year ended December 31, 2011

Net assets in liquidation decreased $102,000, or $0.003 per unit, during the year ended December 31, 2011. The decrease in our net assets is the result of Trustee fees, third party services, worker’s compensation claim expenses, insurance expense, resolution of the Polo Plaza lease liabilities, facility rental expense and miscellaneous other operating costs.

Liquidity and Capital Resources

We believe that our cash balance of approximately $3.2 million, including restricted cash as of December 31, 2011 should provide sufficient liquidity to meet our cash needs during the next nine months from December 31, 2011. While we anticipate that our existing cash balance will be sufficient to fund our cash needs for expenses related to completion of the Plan of Dissolution for the next nine months, we can provide no assurances that this will be the case.

At December 31, 2011, our cash and cash equivalents were held in bank deposit accounts. We expect to continue to hold our cash and cash equivalents primarily in bank deposit accounts while we execute the Plan of Dissolution.

Off-Balance Sheet Arrangements

As of ~~January~~December 31, ~~2010~~2011, we did not have any other relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited ~~purposes~~purpose arrangements. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Obligations and Commitments

Our contractual obligations and commitments as of ~~January~~ December 31, ~~2010~~2011 are reported in the statements of net assets in liquidation as estimated costs to be incurred during liquidation. Obligations and commitments of the ~~Company~~Trust include ~~facility operating leases, all of which, except for~~ the ~~principal~~Trust ~~executive office~~Agreement, ~~are~~and ~~fully~~all ~~subleased.~~banking ~~As of January 31~~arrangements, ~~2010~~including the ~~estimated~~outstanding ~~net~~Letters ~~lease~~of ~~settlements~~Credit onissued ~~the~~to ~~remaining~~our ~~facility~~worker’s ~~obligations~~compensation isliability ~~approximately $68,000 net of sublease payments totaling approximately $862,000~~insurer.

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

Not applicable.

Item 8. Financial Statements and Supplementary Data.

See Index to Financial Statements on page 2514.

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

None.

Item 9A~~(T)~~. Controls and Procedures.

As (a) Evaluation ~~result~~ of ~~Section 404~~disclosure ofcontrols and procedures. Pursuant to the ~~Sarbanes~~No-~~Oxley~~Action ~~Act~~Letter, ofwe ~~2002~~maintain disclosure controls and ~~the rules~~procedures ~~issued~~that ~~there~~are ~~under,~~designed into ~~this~~ensure ~~Annual~~that ~~Report~~information onrequired ~~Form~~to ~~10-K~~be ~~for~~disclosed in our reports under the ~~year~~Securities Exchange ~~ending~~Act ~~January 31~~of 1934, ~~2010~~as weamended, ~~report~~(the on“Exchange ~~management’s~~Act”), ~~assessment~~is ofrecorded, processed, summarized and reported within the ~~effectiveness~~time ofperiods ~~our~~specified ~~internal~~in ~~controls~~the ~~over~~rules ~~financial~~and ~~reporting.~~forms, ~~Our~~and ~~independent~~that ~~registered public~~such ~~accountants~~information ~~will~~is ~~not~~accumulated beand ~~required~~communicated to ~~attest~~the onTrustee, as in the ~~effectiveness~~case ofwhen ~~the~~outside ~~Company’s~~contract ~~internal~~services ~~control~~are ~~over~~used ~~financial~~and ~~reporting~~as ~~until~~appropriate, ~~the~~to ~~Company’s~~allow ~~fiscal~~timely ~~year~~decisions ~~ending~~regarding ~~January 31,~~required ~~2011~~disclosure.

~~EVALUATION~~As OFrequired by ~~DISCLOSURE~~Rules ~~CONTROLS~~13a-15(b) ~~AND~~and ~~PROCEDURES~~15d-15(b) of the Exchange Act, an evaluation as of December 31, 2011 was conducted by our Trustee of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Trustee concluded that our disclosure controls and procedures as of December 31, 2011 were effective for the purposes stated above.

~~Conclusion~~(b) ~~Regarding~~Management’s Report on Internal Control over Financial Reporting. The Trustee is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the ~~Effectiveness~~Exchange Act. Based on the evaluation of ~~Disclosure~~the ~~Controls~~Trustee, ~~and~~our ~~Procedures~~Trustee concluded that our internal control over financial reporting was effective as of December 31, 2011.

~~Based on an evaluation of the Company’s disclosure controls and procedures~~ (asc) ~~defined~~Changes in ~~Rules~~internal ~~13(a)-15(e)~~control ~~and~~over ~~15(d)-15(e)~~financial ofreporting. ~~the~~There ~~Securities~~were ~~Exchange~~no ~~Act~~changes ofin ~~1934,~~our asinternal ~~amended),~~control asover offinancial ~~the~~reporting ~~end~~that ofoccurred during the ~~Company’s fiscal~~ year ended ~~January~~December 31, ~~2010~~2011, ~~the~~that ~~Company’s~~have ~~President~~materially ~~and~~affected, ~~Chief~~or ~~Financial~~are ~~Officer~~reasonably ~~(its~~likely ~~principal~~to ~~executive~~materially ~~officer and principal financial officer~~affect, ~~respectively)~~ ~~have~~our ~~concluded~~internal ~~that~~control ~~the~~over ~~Company’s~~financial ~~disclosure controls and procedures were effective~~reporting.

~~Management~~The Trustee’s ~~Annual~~assessment ~~Report~~of onthe effectiveness of our internal controls over financial reporting was not audited. The Trustee’s ~~Internal~~report ~~Control~~is ~~Over~~not ~~Financial~~subject ~~Reporting~~to attestation pursuant to the rules of the Securities and Exchange Commission.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s President and Chief Financial Officer and effected by the Company’s Board of Directors to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control system was designed to provide reasonable assurance to our management and Board of Director’s regarding the preparation and fair presentation of published financial statements.

The Company’s management assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report on Form 10-K as of January 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission on “Internal Control — Integrated Framework.” Based upon this assessment, management believes that, as of January 31, 2010, our internal control over financial reporting was effective in accordance with those criteria.

Management’s assessment of the effectiveness of our internal controls over financial reporting was not audited by Squar, Milner, Peterson, Miranda & Williamson, LLP, our independent registered public accounting firm. Management’s report was not subject to attestation pursuant to the temporary rules of the Securities and Exchange Commission.

Changes in Internal Control over Financial Reporting

During the quarter ended January 31, 2010, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and our chief financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Item 9B. Other Information.

None.

129

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

~~The~~As ~~following~~of ~~table~~January 1, ~~sets~~2011, ~~forth~~we ~~certain~~have ~~information~~no ~~concerning~~directors ~~the~~or executive officers. ~~and~~The ~~directors~~Trustee ofmanages ~~REMEC~~the asbusiness affairs and assets of ~~January 31,~~the ~~2010:~~ Trust.

Name	Age	Position
Richard A. Sackett	56	President, General Counsel, Secretary and Director
David F. Wilkinson	48	Chief Financial Officer
Thomas A. Corcoran(2)	65	Director
Mark D. Dankberg(1)	54	Director
William H. Gibbs(1)(2)	66	Director
Andre R. Horn(1)	81	Chairman of the Board
Jeffrey M. Nash(2)	62	Director

The following biographical description sets forth information with respect to our Trustee as of March 16, 2012.

(RICHARD A. SACKETT, age 58, has served as our Trustee since January 1, 2011, having previously served as the President of REMEC from January 2006 to December 2010, and served on the Board of Directors from June 2006 to December 2010. Mr. Sackett joined REMEC in July 2002 and was Assistant General Counsel of REMEC from January 2003 to September 2005. On October 1, 2005 he was appointed as REMEC’s Vice President, General Counsel and Secretary. Mr. Sackett retained the offices of General Counsel and Secretary upon becoming President. Prior to joining REMEC in July 2002, Mr. Sackett was Counsel for National Steel and Shipbuilding Company (NASSCO) ~~Member~~in San Diego, California from 1990 to 2002. Mr. Sackett received a J.D. from the University of San Diego School of Law in 1978, and practiced law in San Diego in law firms and as in-house counsel for public and private companies from 1978 to 1990. We believe Mr. Sackett is qualified as our Trustee based on his education and prior experience in business, including over 30 years as a practicing attorney in the ~~Audit~~field ~~Committee~~of business law; in-house counsel for large public and privately-held corporations since 1988; in-house Counsel for REMEC since 2002; and his knowledge of REMEC’s assets and liabilities.

~~(2)~~Fiduciary Responsibility ~~Member~~ of ~~the~~our ~~Operations~~Trustee ~~Committee~~

~~Executive~~The ~~Officers~~Trustee has sole fiduciary responsibility for Trust matters, pursuant to the Trust Agreement and under applicable law. The Trustee’s fiduciary duties include responsibility for our control and management and exercising good faith and integrity in handling our affairs. The Trustee has a fiduciary responsibility for the safekeeping and use of all of our funds and assets, whether or not they are in its immediate possession and control, and may not use or commingle funds with other person or entity; permit another to use such funds or assets in any manner except for our exclusive benefit. The Trustee may utilize the assistance of contract services or firms to assist in completing the Plan of Dissolution.

~~RICHARD~~Audit ~~A. SACKETT has served as the President of REMEC since January 20, 2006 and was elected to the Board of Directors~~Committee effective June 19, 2006. Mr. Sackett joined REMEC in July 2002 and was Assistant General Counsel of the Company from January 2003 to September 2005. On October 1, 2005 he was appointed as the Company’s Vice President, General Counsel and Secretary. Mr. Sackett retained the offices of General Counsel and Secretary upon becoming President. Prior to joining the Company in July 2002, Mr. Sackett was Counsel for National Steel and Shipbuilding Company (NASSCO) in San Diego, California from 1990 to 2002. Mr. Sackett received a J.D. from the University of San Diego School of Law in 1978, and practiced law in San Diego in law firms and as in-house counsel for public and private companies from 1978 to 1990. We believe Mr. Sackett is qualified to sit on our Board based on his education and prior experience in business, including: Over 30 years as a practicing attorney in the field of business law; in-house counsel for large public and privately-held corporations since 1988; in-house Counsel for REMEC since 2002; and his knowledge of Company assets and liabilities and laws governing dissolution of corporations.

~~DAVID~~The F.Trust ~~WILKINSON~~does ~~has~~not ~~served~~have asan ~~Chief~~audit ~~Financial~~committee ~~Officer~~or ofother ~~REMEC~~committee ~~since~~that ~~October~~performs ~~2005~~similar infunctions ~~overseeing the dissolution~~ and ~~liquidation of REMEC~~, ~~Inc. Mr. Wilkinson was the Director of Tax for the Company from July 1998 to September 2005. Prior to joining the Company~~consequently, ~~Mr. Wilkinson~~has ~~was~~not ~~Corporate~~designated ~~Controller for Verified Technical Corporation in Escondido, California from~~an ~~November~~audit ~~1989~~committee tofinancial ~~July 1998~~expert. ~~Mr. Wilkinson~~ ~~received his CPA certification while working with Ernst and Young, LLP from December 1986 to November 1989. Mr. Wilkinson holds a B.S. and an M.Acc., from Brigham Young University.~~

Board of Directors

Our Board of Directors consists of six members which include Richard A. Sackett, the Company’s President. In addition to the information presented regarding each director’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he should serve as a director, we also believe that all of our directors and director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our Company and our Board.

THOMAS A. CORCORAN has been a director of REMEC since May 1996. Mr. Corcoran is the Chief Executive Officer of Corcoran, LLC, a private management consulting firm, and in that capacity, he works closely with the Carlyle Group, a Washington DC based private equity firm. Mr. Corcoran has been a senior advisor to the Carlyle Group since 2004. Mr. Corcoran was President and CEO from January 2001 to April 2004 of Gemini Air Cargo, a Carlyle Group company. Since February 2006, he has been Chairman of Proxy Aviation, Inc., a private company in Germantown, Maryland. Mr. Corcoran was the President and Chief Executive Officer of Allegheny Teledyne Incorporated from October 1999 to December 2000. From April 1993 to September 1999 he was the President and Chief Operating Officer of Electronics Systems Sector and Space & Strategic Missiles Sector of Lockheed Martin Corporation. Mr. Corcoran worked for General Electric for 26 years, from 1967 to 1993. From 1983 to 1993 he held various management positions with GE Aerospace and was a company officer from 1990 to 1993. Mr. Corcoran is a member of the Board of Trustees of Stevens Institute of Technology and the Board of Directors of L-3 Communications Holdings, Inc., La Barge, Inc., Serco, Ltd., Aer Lingus, Ltd., ARINC, Inc., a Carlyle Group company, and the American Ireland Fund. We believe Mr. Corcoran is qualified to sit on our Board based on his education and prior experience in business, including his experience as a Chief Executive Officer, and his current and past directorships, including those of a Fortune 500 Company.

MARK D. DANKBERG has been a director of REMEC since September 1999. Mr. Dankberg was a founder of ViaSat, Inc. and has served as Chairman of the Board and Chief Executive Officer of ViaSat since its inception in May 1986. Mr. Dankberg also serves as a director of TrellisWare Technologies, Inc., a privately-held subsidiary of ViaSat that develops advanced signal processing

technologies for communication applications. Prior to founding ViaSat, he was Assistant Vice President of M/A-COM Linkabit, a manufacturer of satellite telecommunications equipment, from 1979 to 1986 and Communications Engineer for Rockwell International from 1977 to 1979. Mr. Dankberg holds B.S.E.E. and M.E.E. degrees from Rice University. We believe Mr. Dankberg is qualified to sit on our Board based on his education and prior experience in business, including his position as Chairman of the Board and Chief Executive Officer of a publicly-traded company since 1996.

WILLIAM H. GIBBS has been a director of REMEC since May 1996. From January 1998 to present he has served as President of Parafix Management, a company specializing in corporate turnaround and restructuring. Mr. Gibbs was the President and Chief Executive Officer of DH Technology, Inc., from November 1985 to January 1998 and was Chairman of the Board of DH Technology, Inc. from March 1987 through October 1997. From August 1983 to November 1985, he held various positions, including those of President and Chief Operating Officer, with Computer and Communications Technology, a supplier of rigid disc magnetic recording heads to the peripheral equipment segment of the computer industry. Mr. Gibbs was a director of Fargo Electronics, Inc. from 2003 to 2006, and a director of Eagle Test Systems, Inc. from December 2005 to November 2008. Mr. Gibbs holds a B.S.E.E. degree from the University of Arkansas. He currently serves on the board of directors of two non-public venture backed companies. We believe Mr. Gibbs is qualified to sit on our Board based on his education and prior experience in business, including his prior experience in numerous business functions over a wide range of industry segments for both public and private companies, turn around assignments, and attendance at various training programs such as General Electric’s Management Develop Program and Stanford University’s Strategic Management and Financial courses.

ANDRE R. HORN has been a director of REMEC, Inc. since 1988 and has served as REMEC’s Chairman of the Board since February 2005. Mr. Horn retired in 1985 as Chairman of Joy Manufacturing Co. in Pittsburgh, Pennsylvania, now known as Joy Global Inc., a manufacturer of heavy equipment. From 1985 to 1991, Mr. Horn served as the Chairman of the Board of Needham & Company, Inc. He currently holds the honorary position of Chairman Emeritus of Needham & Company, Inc. Mr. Horn was re-elected to the Needham Board in February 2006. He is also a director, Chairman of the Board and a member of the Audit Committee of Southwall Technologies, Inc., a maker of sputtered materials used on flexible substrates for energy conservation. Mr. Horn holds a B.S. degree in Mathematics from the University of Paris and is a graduate of the Ecole des Hautes Etudes Commerciales (Paris). We believe Mr. Horn is qualified to sit on our Board based on his education and prior experience in business, including 25 years experience as a financial and operating executive of large manufacturing and public corporations, and 40 years experience as a director of publicly traded corporations.

JEFFREY M. NASH, Ph.D. has been a director of REMEC since September 1988. From September 2003 until October 2009, Dr. Nash served as Chairman and President of Inclined Plane, Inc., a privately-held consulting and intellectual property development company serving in defense, communications and media industries. From June 1994 until September 2003, he was President of Digital Perceptions, Inc. a privately-held consulting and software development firm serving the defense, remote sensing, communications, aviation and commercial computer industries. Dr. Nash has been a director of ViaSat, Inc., a publicly traded manufacturer of satellite communication equipment, since 1987, where he currently serves on the Audit Committee and is the Chair of the Compensation and Human Resources Committee. Dr. Nash holds B.S. and M.S. degrees in Engineering from UCLA, and a Ph.D. in Large Scale Systems Engineering/Operations Research, also from UCLA. We believe Dr. Nash is qualified to sit on our Board based on his education and prior experience in business, including being the founder or co-founder of five high technology companies from 1977-2003; a member of the Board of Directors of four public companies from 1987 to the present, and presently serving on two public-company boards; and a director of three privately-held companies from 1999-2003.

Family Relationships

There are no family relationships between any directors, executive officers or between any director and executive officer.

Section 16(a) Beneficial Ownership Reporting Compliance

~~Section 16(a)~~Not of the Securities Exchange Act of 1934, as amended, requires REMEC’s directors, executive officers and persons who own more than 10% of a registered class of REMEC’s equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the Securities Exchange Commission (“SEC”). Such directors, executive officers and 10% shareholders are also required by SEC rules to furnish REMEC with copies of all Section 16(a) forms that they file. To REMEC’s knowledge, based solely upon review of the copies of such reports and certain representations furnished to it, REMEC’s directors and executive officers complied with all applicable ~~Section 16(a) filing requirements during the fiscal year ended January 31, 2010~~.

Code of Ethics

We have not adopted a code of ethics ~~that~~nor ~~applies~~do towe ~~our~~currently ~~principal~~intend ~~executive~~to ~~officer,~~due ~~principal~~to ~~financial~~the ~~officer,~~fact ~~and~~that ~~directors.~~we ~~This~~have ~~code~~no ofemployees ~~ethics~~and isour ~~posted~~Trustee onmanages our business ~~Website~~and ~~located~~affairs atsubject ~~www.remec.com~~to ~~under~~his ~~the~~fiduciary ~~tab “Investors~~duties.” ~~The~~Our ~~code~~Trustee ofintends ~~ethics~~to ~~may be~~promote ~~found~~honest asand ~~follows:~~ethical ~~from our main Web page~~conduct, ~~(a) first~~full ~~click on “Investors” at the top of the page, (b) then on “Corporate Governance”~~ and ~~(c) then~~fair ~~click~~disclosure onin ~~“Code~~our ofreports ~~Business Conduct.” We intend~~ to ~~satisfy~~ the ~~disclosure requirement under Item 10 of Form 8-K regarding an amendment to~~SEC, ~~or waiver from, a provision of this code of ethics that applies to our principal executive officer, principal financial officer~~ and ~~directors~~compliance bywith ~~posting such~~applicable ~~information~~governmental onlaws ~~our Website, at the address~~ and ~~location specified above~~regulations.

Board Meetings and Committees

The Board held a total of 4 meetings during the fiscal year ended January 31, 2010. During this period, each director attended at least 94% of the aggregate of (i) the total number of meetings of the Board (held during the period for which he was a director) and (ii) the total number of meetings held by all committees of the Board on which he served (held during the periods that he served). REMEC has not held an Annual Meeting of Shareholders after fiscal year 2006.

REMEC has two standing committees: the Audit Committee and the Operations Committee. The current members of the committees are identified on the following table.

Audit Committee Operations Committee Andre R. Horn Member Thomas A. Corcoran Member Mark D. Dankberg Member William H. Gibbs Chairman Member Jeffrey M. Nash, Ph.D. Chairman

The Audit Committee has a written charter approved by the Board. A copy of the charter can be found under the “Investors” section of our website at www.remec.com. The principal functions of the Audit Committee are to select REMEC’s independent auditors and approve their compensation, oversee and evaluate the performance of the independent auditors, oversee REMEC’s accounting and financial reporting policies and internal control systems and review REMEC’s interim and annual financial statements. The Audit Committee held 4 meetings during the fiscal year ended January 31, 2010. The Board has determined that all members of the Audit Committee are independent directors under the current rules promulgated by the Nasdaq Stock Market and the SEC, and each of them is able to read and understand fundamental financial statements. The Board has also determined that Mr. Horn qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

The Operations Committee has the combined responsibilities of the former Compensation and Human Resources Committee and the former Nominating and Corporate Governance Committee, and adopted the existing Board approved charters of those committees. A copy of the charters can be found under the “Investors” section of our website at www.remec.com. The Operations Committee did not hold any meetings during the fiscal year ended January 31, 2010. Matters pertinent to the Company’s dissolution process were addressed by the Board of Directors for the fiscal year ended January 31, 2010. The Board has determined that all members of the Operations Committee are independent directors under the current rules promulgated by Nasdaq.

There has been no change to the procedures by which security holders may recommend nominees to our Board of Directors.

We do not have a formal policy with regard to the consideration of diversity in identifying director nominees, but the Board strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee the Company’s business.

Communications with the Board

Generally, shareholders who have questions or concerns regarding our Company should contact our President at 858-259-4265. However, any shareholder who wishes to address questions regarding the business or affairs of our Company directly with the Board, or any individual director, should direct his or her questions in writing to the Chairman of the Board at 3790 Via de la Valle, Ste 211, Del Mar, CA 92014. The Chairman will promptly forward all communications to the full Board or the specific director indicated in the letter.

Leadership Structure and the Board’s Role in Risk Oversight

Our Board does not have a policy regarding the separation of the roles of President, our Principal Executive Officer, and Chairman of the Board as the Board believes it is in the best interest of the Company to make that determination based on the position and direction of the Company and the membership of the Board. The Board has determined that having an independent director serve as Chairman is in the best interests of the Company and its stockholders at this time. This structure ensures a greater role for the independent directors in the oversight of the company and active participation of the independent directors in setting agendas and establishing Board priority and procedures, while allowing our President to focus on the management of the Company’s day-to-day operations.

Our Board of Directors, through its committees, has an advisory role in risk oversight for our Company. Company management maintains primary responsibility for the risk management of our Company. Our Board receives regular reports from members of our management team on areas of material risk to the Company, including operational, financial, legal and regulatory. The Board receives

these reports from the appropriate “risk owner” within the organization to enable it to understand our risk identification, risk management and risk mitigation strategies. The Board encourages management to promote a corporate culture that incorporates risk management into the Company’s day-to-day business operations.

Item 11. Executive Compensation.

~~Compensation Discussion~~Trustee ~~and Analysis~~

~~The~~Pursuant ~~Company’s Operations Committee is empowered~~ to ~~review and recommend to~~ the ~~full~~Trust ~~Board~~Agreement, ~~of Directors~~Mr. Sackett ~~for~~receives ~~approval~~$5,000 ~~the~~per ~~compensation~~month for services ~~the~~rendered ~~two~~as ~~executive~~Trustee, ~~officers~~through ofMarch ~~the~~2012. ~~Company:~~Mr. Sackett ~~our~~was ~~President~~paid $60,000 ~~General~~for ~~Counsel~~the ~~and~~year ~~Secretary~~ended December 31, ~~and~~2011 ~~our~~for ~~Chief~~services ~~Financial Officer~~rendered.

~~Compensation~~10 ~~Philosophy and Objectives~~

The compensation strategy of the Board of Directors and the Operations Committee is designed to retain a limited number of employees, motivate them to achieve our Plan of Dissolution in an efficient and effective manner and to reward them for superior performance, which is measured by the distributions we make to our shareholders. We believe that retaining high caliber employees, with a deep knowledge of our corporate history and contractual arrangements and obligations, and providing them with appropriate performance incentives are critical to helping us achieve the goals of our Plan of Dissolution and provide the best returns to our shareholders.

The Operations Committee, after reviewing all relevant and appropriate information related to our business objectives and organizational performance goals, exercises independent responsibility to determine the most effective total compensation program for REMEC’s executive officers. The Operations Committee does not delegate any of its functions to others in recommending compensation to the Board of Directors.

The Operations Committee is authorized to retain a third party advisor as it may deem appropriate in its sole discretion. During the first quarter of fiscal 2009 and the fourth quarter of fiscal 2010, the Operations Committee, at the direction of the Board of Directors, retained Compensia, Inc., an independent compensation consulting firm, to evaluate and report on the incentive pay arrangements for the Company’s executive officers. The evaluation was intended to assess the Company’s incentive pay arrangements in the context of the incentive pay arrangements of other companies in similar situations. In its initial review, Compensia evaluated the total potential payout range to each officer in the context of the Company’s and the officer’s particular situation. In order to set the context for this evaluation, Compensia reviewed compensation data from a total of 94 high technology companies in merger, acquisition, bankruptcy, turnaround and liquidation situations within the prior six years, and considered the effect of the liquidation period and the size of the liquidation relative to the size of the executive team (2 officers). Compensia also factored into its review the amount of shareholder distributions to date in the context of what was originally forecasted by the Company, and the current forecast of future distributions. Compensia concluded, as the result of this evaluation, that the incentive pay levels in the Company’s existing arrangements with its executive officers were within the range of such awards provided by the referenced companies, and that an award at the highest potential amount may be appropriate based on the distributions the Company’s shareholders would have received in order for the executives to be eligible for such payment, as well as the time spent by the executives and the relatively small officer team. In its updated report of January 2010, Compensia refreshed its original data, and added an analysis of the amounts of equity compensation that REMEC’s officers had likely foregone as a result of the extended period of liquidation as an additional factor in its analysis, and confirmed its original findings that the Company’s incentive pay arrangements with its executive officers were reasonable and within the range of such awards provided by other companies in similar situations.

Components of Compensation

The compensation of the two executive officers of REMEC consists of an annual salary, together with cash retention and incentive compensation. There are no health and welfare benefits, retirement benefits, or equity compensation.

Base Salary

It is the goal of our Board of Directors and the Operations Committee to establish base salaries for our executive officers as necessary to retain the services of competent professionals able to conduct Company operations during the liquidation and dissolution of REMEC, Inc. There were no changes to the executive officers base salaries during fiscal years 2010 and 2009.

Non-Equity (Cash) Retention Bonus

The provisions of the Retention Agreement for each officer provide a baseline retention bonus to insure that our executives remain employed with the Company and oversee the liquidation and dissolution process of the Company until completed or until all or substantially all of the Company’s assets are transferred to a liquidation trust. (See Retention Agreements below)

Non-Equity (Cash) Incentive Bonus

The Incentive Payment provisions of the A&R Retention Agreement (as defined below) for each officer are designed to reward our executives for achieving the highest shareholder cash distributions through the liquidation process. The amount of each Incentive Payment is tied to the amounts distributed to the shareholders, through the application of an Incentive Pay Guideline that provides for payment to the officers upon the making of liquidating distributions to the Company’s shareholders and/or the transfer of all or substantially all of the Company’s assets to a liquidation trustee. The amount of the Incentive Payment, is determined by the return to the Company’s shareholders, and is generally set forth by the formula described in the Incentive Payment Guideline (part of the A&R Retention Agreement); however, the actual amount to be paid is in the sole discretion of the Company’s Board of Directors. The Board believes that management should be rewarded for their performance as a team in the attainment of these goals; accordingly, the Incentive Pay Guideline provides the same Incentive Payment to each officer. (See Retention Agreements below)

Bonuses Awarded and Accrued

During fiscal years 2010, 2008 and 2007, the Board of Directors authorized payment of Incentive Payment bonuses of $300,000, $375,000 and $150,000 per officer, respectively to Mr. Sackett and Mr. Wilkinson. There were no Incentive Payment bonuses paid to the executive officers during fiscal 2009. Incentive Payment bonuses are based on the return the Company’s shareholders had received through distributions and based on their performance in executing the Company’s Plan of Dissolution and in preserving and returning value to the Company’s shareholders. In authorizing these payments, the Board exercised its discretion in recognition that distributions to shareholders through fiscal 2010 have exceeded the top end of the range of shareholder distributions originally forecast in 2005, and in contemplation of potential additional distributions. These Incentive Payments are non-refundable in the event that the financial goals in the Incentive Payment Guideline are not achieved, and will not affect in any manner the Retention Payment. As of January 31, 2010 our accrual for Estimated Costs to be incurred in Liquidation includes total potential future Incentive Payments calculated in accordance with the Incentive Payment Guideline of approximately $1.9 million for both officers, based on the Company’s Net Assets in Liquidation. The amount of actual future Incentive Payments, if any, will be determined by additional shareholder distributions, are in the sole discretion of the Board of Directors, and may be greater or lesser than amounts currently accrued.

Stock Option and Equity Incentive Programs

No stock options have been granted to the Company’s employees, officers, or directors since the adoption of the Company’s Plan of Dissolution on August 31, 2005.

Retention Agreements

Beginning in September 2004, the Company entered into certain standard Performance and Retention Agreements (herein generally as “Retention Agreements”) with certain of its employees, including our two executive officers. These Retention Agreements were intended to provide for the retention of key REMEC employees who were necessary to complete the sale of the Company’s operating business units. The Retention Agreements were amended from time-to-time through 2005 in order to take into account the changing circumstances of the Company’s affairs.

As of January 31, 2010 two such agreements (“A&R Retention Agreements”) remain in effect, which are held by the Company’s executive officers. As of January 31, 2010 our accrual for Estimated Costs to be incurred in Liquidation includes total Retention Payment of approximately $0.3 million for both officers.

President (Principal Executive Officer)

Richard A. Sackett: Mr. Sackett entered into an Original Retention Agreement on September 24, 2004, which was amended on April 7, 2005, September 6, 2005 and October 31, 2005, to provide that if Mr. Sackett remained employed with the Company until terminated by the Company for other than Cause, that he would receive a retention bonus of approximately $150,000 (the “Retention Payment”).

On February 3, 2006, in connection with Mr. Sackett’s appointment as President of the Company, his A&R Retention Agreement was again amended and restated to provide that if Mr. Sackett remained employed with the Company until terminated by the Company for other than Cause, and executed a General Release in favor of the Company upon the termination of his employment, that he would receive the Incentive Payment in addition to the Retention Payment.

Mr. Sackett received Incentive Payments of $300,000, $375,000 and $150,000 in fiscal 2010, 2008 and fiscal 2007, respectively. During fiscal year 2009, there were no Incentive Payment bonuses paid to Mr. Sackett.

Chief Financial Officer (Principal Financial and Accounting Officer)

David F. Wilkinson: Mr. Wilkinson entered into an Original Retention Agreement on September 24, 2004, which was amended on September 6, 2005 to provide that if Mr. Wilkinson remained employed with the Company until terminated by the Company for other than Cause, and execute a General Release in favor of the Company upon the termination of his employment, that he would receive a retention payment of $150,000 upon the termination of his employment.

On February 3, 2006, Mr. Wilkinson’s Retention Agreement was again amended and restated to provide that if Mr. Wilkinson remained employed with the Company until terminated by the Company for other than Cause, and execute a General Release in favor of the Company upon the termination of his employment, that he would receive the Incentive Payment in addition to the Retention Payment.

Mr. Wilkinson received Incentive Payments of $300,000, $375,000 and $150,000 in fiscal 2010, 2008 and fiscal 2007, respectively. During fiscal year 2009, there were no Incentive Payment bonuses paid to Mr. Wilkinson.

Compensation for the President. Mr. Sackett has served as President since January 20, 2006. Prior to his appointment as President he served as Vice President, Assistant General Counsel from April 2004 and Vice President General Counsel and Secretary from October 1, 2005. During the fiscal year ended January 31, 2010, Mr. Sackett was paid a base salary of $229,900. Mr. Sackett is not paid for his membership on the Board of Directors and was not granted any performance-based stock options during fiscal 2010.

Compensation for the Chief Financial Officer. Mr. Wilkinson has served as the Company’s Chief Financial Officer since October of 2005. Prior to October 2005, Mr. Wilkinson was the Director of Tax for the Company from July 1998 to September 2005. During fiscal year ended January 31, 2010, Mr. Wilkinson was paid a base salary of $214,225. Mr. Wilkinson was not granted any performance-based stock options during fiscal 2010.

Director and Officer Indemnification Agreements. In addition to the indemnification provisions contained in our restated certificate of incorporation and bylaws, we generally enter into separate indemnification agreements with our directors and officers. These agreements require us, among other things, to indemnify the director or officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines and settlements, paid by the individual in connection with any action, suit or proceeding arising out of the individual’s status or service as our director or officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by us.

Policy Regarding Internal Revenue Code Section 162(m). Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation paid to the chief executive officer or any of the other four most highly compensated officers to the extent that the compensation exceeds $1.0 million in any one year. “Performance-based” compensation is excluded from this $1.0 million limitation. REMEC’s policy is to attempt to qualify its compensation (if any) for tax deductions whenever possible and consistent with the long-term goals of REMEC. In the fiscal year ended 2010, none of the REMEC executive officers or other employees of the Company exceeded the $1.0 million limitation for fiscal year 2010 for non-performance based compensation.

SUMMARY COMPENSATION TABLE

The following summary compensation table includes information concerning compensation for services rendered in all capacities during the fiscal year ended January 31, 2010 awarded to, earned by or paid to the Corporations’ Principal Executive Officer, the President and the Corporations’ Chief Financial Officer (together referred to as our “Named Executive Officers”) whose total compensation exceeded $100,000 for the fiscal year ended January 31, 2010. There were no other executive officers of our company in fiscal years 2010, 2009 or 2008.

Name and Principal Position	Year	Salary (1)		Bonus (1)	Non-EquityIncentive PlanCompensation (2)		Change inPension Valueand Non-qualifiedDeferredCompensationEarnings	Total
Richard A. SackettPresident, General Counsel and Secretary	2010	$	244,379	—	$	300,000	—	$	544,379
	2009		229,900	—		—	—		229,900
	2008		230,662	—		375,000	—		605,662
David F. WilkinsonChief Financial Officer	2010		214,225	—		300,000	—		514,225
	2009		214,225	—		—	—		214,225
	2008		214,935	—		375,000	—		589,935

(1) All cash compensation received by each executive officer is found in either the Salary or Bonus Column of this Table.

(2) Mr. Sackett and Mr. Wilkinson were each paid $300,000 and $375,000 in fiscal 2010 and 2008, respectively. as an incentive bonus payment for their performance related to the Company meeting its financial goals as set forth in the Incentive Payment provision under the Employee Retention Agreement for each officer.

Grants of Plan-Based Awards Table

There were no options granted during or for the fiscal year ended January 31, 2010.

Outstanding Equity Awards Value at Fiscal Year-End Table

There were no unexercised options previously awarded to the executive officers named above at the fiscal year end, January 31, 2010.

Option Exercises and Stock Vested Table

There were no options exercised by the executive officers named above during the fiscal year ended January 31, 2010.

Securities Authorized for Issuance under Equity Compensation Plans

Effective January 31, 2007, the Board of Directors elected to terminate in its entirety the Company’s 2001 Equity Incentive Plan (“2001 EIP”) and the Company’s Employee Stock Purchase Plan (“ESPP”) and reduce the number of shares available for issuance pursuant to awards under the Company’s 1995 Equity Incentive Plan (“1995 EIP”) to 3,000,000 shares. The 1995 EIP will continue to be governed by the terms of the Plan and any applicable Award Agreement.

Director Compensation Table

Our Operations Committee is responsible for evaluating and recommending to the full board the compensation to be paid to the non-employee members of our board for their board service. No compensation is paid to any director who is also an employee of our company, including our President and General Counsel.

Board Fees: For the fiscal year ended January 31, 2010, each of our non-employee Board of Directors with the exception of the Chairman received a retainer of $8,400 for the period from February 1, 2009 through January 31, 2010. The Chairman Mr. Horn received a retainer of $46,000 for the period from February 1, 2009 through January 2010. For the period from February 1, 2009 through August 31, 2009 our board members were authorized to receive the following fees: $2,300 for personal attendance at regular or special meetings; $1,150 for telephonic attendance at regular meetings: and $690 for attending special telephonic meetings. For the period September 1, 2009 through January 31, 2010 our board members were authorized to receive the following fees: $2,300 for personal attendance at regular meetings and $1,850 for telephonic attendance at regular or other meetings.

In September 2009, in lieu of increases to the Board retainers and fees, Board members were granted a fee equal to one day personal attendance at Board meetings for each day or part thereof that Board Members attended any trial, arbitration or other judicial hearing to give testimony on behalf of the Company, including preparation for giving testimony, retroactive to September 1, 2006.

Committee Fees: Each of our non-employee Audit Committee Members with the exception of the Chairman received a retainer of $12,600 for the period from February 1, 2009 through January 31, 2010 and the Chairman Mr. Gibbs received a retainer of $16,800. For the period from February 1, 2009 through August 31, 2009 members were authorized to receive $690 for each meeting attended in person and $345 for telephonically held meetings. For the period September 1, 2009 through January 31, 2010 members were authorized to receive $690 for each meeting attended in person and $550 for telephonically held meetings.

The Chairman of the Audit Committee, Mr. Gibbs received $2,070 for each meeting attended in person for the period from February 1, 2009 through January 31, 2010. For the period from February 1, 2009 through August 31, 2009 Mr. Gibbs received $1,035 for each meeting attended for telephonically held meetings. For the period September 1, 2009 through January 31, 2010 Mr. Gibbs received $1,640 for telephonically held meetings.

Each of our non-employee Operations Committee Members, with the exception of the Chairman, was authorized to receive $740 for the period from February 1, 2009 through January 31, 2010. The Chairman Mr. Nash was authorized to receive $1,050 for the period from February 1, 2009 through January 31, 2010. For the period from February 1, 2009 through January 31, 2010 members were authorized to receive $740 for each meeting attended in person. For the period February 1, 2009 to August 31, 2009 members were authorized to receive $370 for telephonically held meetings. For the period from September 1, 2009 through January 31, 2010 members were authorized to receive $600 for telephonically held meetings. The Chairman of the Operations Committee, Mr. Nash, was authorized to receive $840 for telephonically held meetings for the period from September 1, 2009 through January 31, 2010.

The Operations Committee Directors’ did not receive annual retainers for their participation on the committee.

Equity Awards: In the 2010 fiscal year, no Directors received any options to purchase shares of REMEC common stock. Non-employee directors are also reimbursed for their reasonable travel expenses in attending Board and committee meetings.

The following table provides compensation information for the one year period ended January 31, 2010 for each member of our Board of Directors.

Name	Fees Earnedor Paid inCash (1)		StockAwards	OptionAwards	Non-EquityIncentive PlanCompensation	Change inPension Valueand on qualifiedDeferredCompensationEarnings	All OtherCompensation	Total
Andre R. Horn	$	73,665	—	—	—	—	—	$	73,665
William H. Gibbs		38,055	—	—	—	—	—		38,055
Mark D. Dankberg		26,725	—	—	—	—	—		26,725
Jeffery M. Nash, Ph. D.		14,850	—	—	—	—	—		14,850
Thomas A. Corcoran		15,300	—	—	—	—	—		15,300
Richard A. Sackett(2)		—	—	—	—	—	—		—

(1) Mr. Sackett, our President, Secretary and General Counsel, was not paid a fee for his participation on the Board of Directors.

(2) See Summary Compensation Table for disclosure related to Richard A. Sackett who is also an Executive Officer of the Company.

See “Director and Officer Indemnification Agreements” above for information regarding the Indemnification Agreements we have entered into with each of our directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

~~The~~Principal ~~following~~Beneficiaries sets forth certain information regarding beneficial ownership of REMEC common stock as of April 16, 2010 (i) by each person who is known by REMEC to own beneficially more than 5% of the REMEC common stock, (ii) by each of REMEC’s directors, (iii) by the Named Executive Officers and (iv) by all directors and executive officers as a group.

Beneficial Owner	Number of SharesBeneficiallyOwned (1)(2)	Percentage of SharesBeneficiallyOwned (1)(2)
S. Muoio & Co. LLC (3)	8,539,250	28.43	%
Morgan Stanley (4)	4,706,960	15.67	%
Southpaw Credit Opportunity Master Fund LP and Affiliates (5)	2,019,370	6.72	%
Ancora Capital, Inc. and Affiliates (6)	1,785,752	5.95	%
Black Horse Capital LP and Affiliates (7)	1,744,329	5.81	%
Richard A. Sackett	22,283	*
David F. Wilkinson	18,375	*
Thomas A. Corcoran	42,751	*
Mark D. Dankberg	168,012	*
William H. Gibbs	143,430	*
Andre R. Horn	229,314	*
Jeffrey M. Nash	114,091	*
All directors and executive officers as a group (7 persons)	738,256	2.46	%

There is no public market for the units of beneficial interest in the Trust. On January 1, 2011, each shareholder of REMEC Inc., common stock owned as of December 31, 2010 automatically became the holder of one unit of beneficial interest, or unit, in the REMEC Liquidating Trust for each share of REMEC’s common stock then currently held of record by such shareholder. Following the conversion of shares to units of beneficial interest, REMEC Inc. formally closed its stock transfer books, and all outstanding shares of REMEC’s common stock were deemed cancelled. The units are not and will not be listed on any exchange, quoted by a securities broker or dealer, nor admitted for trading in any market, including the over-the-counter market. The units of beneficial interests are not transferable except by will, intestate succession or operation of law.

*The ~~Less~~following table sets forth the beneficial ownership of units as of March 15, 2011, as to (i) each beneficiary that is known by us to have beneficially owned more than 1%five percent of the outstanding ~~shares~~units as of ~~Common~~March 15, ~~Stock~~2011; and (ii) our Trustee. All such information is based on statements in filings with the SEC and REMEC’s stock transfer books, which were closed on December 31, 2010. REMEC’s stock transfer books list record holders, and the Trust does not have information regarding Street Name Beneficiaries.

(1) The information in this table is based on statements in filings with the Securities and Exchange Commission, or the SEC or other reliable information. Unless otherwise indicated in the footnotes to this table and subject to community property laws, where applicable, each of the shareholders identified in this table has sole voting and investment power with respect to the shares owned. Percentage of ownership is based on 30,030,830 shares of Common Stock outstanding as of February 16, 2010. Unless otherwise indicated, the address of each beneficial owner is care of REMEC, Inc., 3790 Via de la Valle, Suite 211, Del Mar, California 92014.


Beneficial Owner	Number of Shares Beneficially Owned (1)(2)		Percentage of Shares Beneficially Owned (1)(2)
S. Muoio & Co. LLC (3)		9,275,385		30.89	%
Morgan Stanley (4)		4,706,960		15.67	%
Ancora Capital, Inc. and Affiliates (5)		1,785,752		5.95	%
Richard A. Sackett, Trustee (6)		22,283		*

~~(2)~~* ~~Beneficial~~Represents ~~ownership~~less ofthan ~~shares and percentage ownership are determined in accordance with the rules of the SEC~~1.0% ~~In calculating the number~~ of ~~shares~~our beneficially owned by an individual or entity and the percentage ownership of that individual or entity, shares underlying options or warrants held by that individual or entity that are either currently exercisable or exercisable within 60 days from May 3, 2010 are deemed outstanding. ~~These~~units ~~shares, however, are not deemed outstanding for the purpose~~ of ~~computing~~beneficial ~~the percentage ownership of any other individual or entity~~interest. Unless otherwise indicated and subject to community property laws where applicable, the individuals and entities named in the table above have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.

(31) ~~Reflects~~Unless ~~beneficial~~otherwise ~~ownership~~indicated asin ~~reported on Schedule 13D dated January 11, 2010 with~~ the ~~SEC~~footnotes byto S.this ~~Muoio~~table &and ~~Co.~~subject ~~LLC~~to ~~(“Muoio”).~~community ~~Represents~~property ~~shares~~laws, ~~beneficially~~where ~~owned~~applicable, byeach ~~(i)~~of ~~Muoio and (ii) Salvatore Muoio (“S Muoio”). Muoio is~~ the ~~beneficial~~unit ~~owner~~holders of ~~8,539,250~~beneficial ~~shares~~interest ofidentified ~~REMEC~~in ~~common~~this ~~stock,~~table ~~and~~ has ~~shared~~sole voting and ~~dispositive~~investment power ~~over~~with ~~8,539,250~~respect ~~shares~~to ofthe ~~REMEC~~units ~~common stock~~owned. SPercentage ~~Muoio~~of ownership is ~~the~~based ~~beneficial~~on ~~owner of 8~~31,~~539~~031,~~250~~000 ~~shares~~units of ~~REMEC~~beneficial ~~common~~interest ~~stock,~~in ~~and~~the ~~has shared voting and dispositive power over 8,539,250 of~~ REMEC ~~common~~Liquidating ~~stock.~~Trust ~~The~~as ~~address~~ of ~~Muoio~~March ~~and S Muoio is 509 Madison Avenue~~16, ~~Suite 406, New York, New York 10022~~2012.

(42) ~~Reflects~~Beneficial ~~beneficial~~ ownership asof ~~reported~~units onheld ~~Schedule~~in ~~13G/A dated January 11, 2010 with~~ the ~~SEC~~Trust byand ~~Morgan~~percentage ~~Stanley~~ownership ~~(“Morgan”).~~are ~~Represents~~determined ~~shares~~in ~~beneficially~~accordance ~~owned~~with bythe ~~(i)~~rules ~~Morgan~~of ~~and~~the ~~(ii) FrontPoint Partners LLC (“FrontPoint”)~~SEC. ~~Morgan~~In iscalculating the ~~beneficial~~number ~~owner~~ of ~~4,706,960~~units ~~shares~~beneficially ofowned ~~REMEC~~by ~~common~~an ~~stock,~~individual ~~and~~or ~~has~~entity ~~sole voting~~ and ~~dispositive~~the ~~power~~percentage ~~over~~ownership ~~4,706,960 shares~~ of ~~REMEC~~that ~~common~~individual ~~stock.~~or ~~FrontPoint is the beneficial owner of 4~~entity,~~706,960~~ ~~shares~~units ofheld ~~REMEC~~by ~~common~~that ~~stock,~~individual ~~and~~or ~~has~~entity ~~sole~~that ~~voting~~are ~~and~~deemed ~~dispositive~~outstanding. ~~power~~These ~~over~~units, 4however,~~706,960~~ ~~shares~~are ofnot ~~REMEC~~deemed ~~common~~outstanding ~~stock.~~for ~~The~~the ~~address~~purpose of ~~Morgan~~computing ~~and~~the ~~FrontPoint~~percentage isownership ~~1585~~of ~~Broadway,~~any ~~New~~other ~~York,~~individual ~~New~~or ~~York 10036~~entity.

(53) Reflects beneficial ownership as reported on Schedule ~~13G/A~~13D dated ~~February~~September 1027, 2010 with the SEC by ~~Southpaw~~S. ~~Asset~~Muoio ~~Management~~& LPCo. &LLC ~~Affiliates~~(“Muoio”). Represents shares beneficially owned by (i) ~~Southpaw~~Muoio ~~Credit~~and ~~Opportunity Master Fund LP~~ (~~“Southpaw”); (~~ii) ~~Southpaw~~Salvatore ~~Asset~~Muoio ~~Management LP~~ (“~~Asset~~S ~~Mgt~~Muoio”)~~; (iii) Southpaw Holdings LLC (“Holdings”); (iv) Kevin Wyman (“Wyman”); and (v) Howard Golden (“Golden”)~~. ~~Southpaw~~Muoio is the beneficial owner of 19,~~838~~275,~~911~~385 ~~shares~~units ofheld ~~REMEC~~in ~~common~~the ~~stock~~Trust, and has ~~sole~~shared voting ~~and dispositive~~ power ofover 18,~~838~~539,~~911~~250 ~~shares of REMEC common stock~~units. ~~Asset~~S ~~Mgt~~Muoio is the beneficial owner of 29,~~019~~275,~~370~~385 ~~shares~~units ofheld ~~REMEC~~in ~~common stock, and has sole voting and dispositive power of 2,019,370 shares of REMEC common stock. Holdings is~~ the ~~beneficial owner of 2~~Trust,~~019,370~~ ~~shares of REMEC common stock,~~ and has ~~sole~~shared voting ~~and dispositive~~ power ofover 28,~~019~~539,~~370~~250 ~~shares of REMEC common stock~~units. ~~Wyman~~The isaddress ~~the beneficial owner~~ of ~~2,019,370~~Muoio ~~shares of REMEC common stock,~~ and ~~has~~S ~~sole~~Muoio ~~voting and dispositive power of 2,019,370 shares of REMEC common stock. Golden~~ is ~~the~~509 ~~beneficial~~Madison ~~owner of 2~~Avenue,~~019,370~~ ~~shares~~Suite ~~of REMEC common stock~~406, ~~and~~New ~~has sole voting and dispositive power of 2~~York,~~019,370~~ ~~shares~~New ofYork ~~REMEC common stock~~10022. ~~The address of Southpaw and Affiliates is Four Greenwich Office Park, Greenwich, Connecticut 06831.~~

21(4) Reflects beneficial ownership as reported on Schedule 13G/A dated January 11, 2010 with the SEC by Morgan Stanley (“Morgan”). Represents shares beneficially owned by (i) Morgan and (ii) FrontPoint Partners LLC (“FrontPoint”). Morgan is the beneficial owner of 4,706,960 units held in the Trust, and has sole voting power over 4,706,960 units. FrontPoint is the beneficial owner of 4,706,960 units held in the Trust, and has sole voting power over 4,706,960 units. The address of Morgan and FrontPoint is 1585 Broadway, New York, New York 10036.

(5)

Reflects beneficial ownership as reported on Schedule 13D/A dated October 28, 2009 with the SEC by Ancora Capital Inc. (“Ancora”). Represents shares beneficially owned by (i) Ancora Securities, Inc. (“Securities”), (ii) Ancora Advisors, LLC (“Advisors”), and (iii) Richard A. Barone (“Barone”). Securities is the beneficial owner of 466,032 units held in the Trust, and has sole voting power over 466,032 units. Advisors is the beneficial owner of 1,249,720 units held in the Trust, and has sole voting power over 1,249,720 units. Barone is the beneficial owner of 70,000 units held in the Trust, and has sole power over 70,000 units. The address of Ancora, Securities, Advisors and Barone is One Chagrin Highlands, 2000 Auburn Drive, Suite 300, Cleveland, Ohio 44122.

(6) ~~Reflects beneficial ownership as reported on Schedule 13D/A dated October 28, 2009 with the SEC by Ancora Capital Inc~~Mr. ~~(“Ancora”).~~Sackett’s ~~Represents~~address ~~shares beneficially owned by (i) Ancora Securities, Inc. (“Securities”), (ii) Ancora Advisors, LLC (“Advisors”), and (iii) Richard A. Barone (“Barone”). Securities~~ is ~~the~~c/o ~~beneficial owner of 466,032 shares of~~ REMEC ~~common~~Liquidating ~~stock~~Trust, ~~and~~10636 ~~has~~Scripps ~~sole~~Summit ~~voting and dispositive power over 466~~Court,~~032~~ ~~shares~~Suite ~~of REMEC common stock. Advisors is the beneficial owner of 1~~143,~~249,720~~ ~~shares~~San ~~of REMEC common stock~~Diego, ~~and~~CA ~~has sole voting and dispositive power over 1,249,720 shares of REMEC common stock~~92131. Barone is the beneficial owner of 70,000 shares of REMEC common stock, and has sole and dispositive power over 70,000 shares of REMEC common stock. The address of Ancora, Securities, Advisors and Barone is One Chagrin Highlands, 2000 Auburn Drive, Suite 300, Cleveland, Ohio 44122.

~~(7)~~The ~~Reflects~~Trust ~~beneficial~~does ~~ownership~~not ashave ~~reported~~any onequity ~~Schedule 13G/A dated February 16~~plans, 2010 with the SEC by Black Horse Capital LP (“Black Horse”). Represents shares beneficially owned by (i) Black Horse; (ii) Black Horse Capital (QP) LP (“QP”); (iii) Black Horse Capital Master Fund Ltd. (“Master”); (iv) Black Horse Capital Management LLC (“Management”); and ~~(v) Dale Chappell (“Chappell”). Black Horse is the beneficial owner of 1,016,325 shares of REMEC common stock, and~~ has ~~shared~~not ~~voting~~granted ~~and~~any ~~dispositive~~equity ~~power~~or ofinterests ~~1,016,325~~in ~~shares of REMEC common stock. QP is~~ the ~~beneficial~~Trust ~~owner~~or ~~of 438,340 shares of REMEC common stock, and has shared voting and dispositive power of 438,340 shares of REMEC common stock. Master is the~~ beneficial ~~owner~~units ofto ~~289,664~~any ~~shares~~person ofor ~~REMEC common stock, and has shared voting and dispositive power of 289,664 shares of REMEC common stock~~entity. Management is the beneficial owner of 1,744,329 shares of REMEC common stock, and has shared voting and dispositive power of 1,744,329 shares of REMEC common stock. Chappell is the beneficial owner of 1,744,329 shares of REMEC common stock, and has shared voting and dispositive power of 1,744,329 shares of REMEC common stock. The address of Black Horse, QP, Management and Chappell is 338 S. Sharon Amity Road, #202, Charlotte, North Carolina 28211. The address of Master is c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

Equity Compensation Plan Information

The following table provides information as of January 31, 2010 with respect to the shares of REMEC common stock that may be issued under REMEC’s existing equity compensation plans:

Plan Category	(A)Number of securitiesto be issued uponexercise ofoutstanding options,RSUs, warrants,and rights (#)	(B)Weighted-averageexercise price ofoutstanding options,RSUs, warrants,and rights ($)		(C)Number of securitiesremaining availablefor future issuances underequity compensation plans(excluding securitiesreflected inColumn (A)) (#)
Equity Compensation Plans approved by security holders:
1995 Equity Incentive Plan		$	—	3,000,000
1996 Nonemployee Directors Stock Option Plan	165,387	$	1.26	165,387
Total	165,387	$	1.26	3,165,387

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

~~Certain~~Trustee ~~Relationships and Related Transactions~~

~~Our~~The ~~Operations~~Trustee ~~Committee~~manages isour day-to-day ~~charged~~business ~~with~~affairs ~~monitoring~~ and ~~reviewing~~assets. ~~issues~~Prior ~~involving~~to ~~potential~~the ~~conflicts~~Trust ~~of interest~~formation, ~~and~~our ~~reviewing~~Trustee ~~and approving~~held ~~all related party transactions. Since February 1~~22,283 ~~2007,~~shares ~~there~~of ~~has~~common ~~not~~stock ~~been nor are there currently proposed any transactions or series~~ of ~~similar~~REMEC ~~transactions~~Inc., to which we were orconverted ~~are~~into to22,283 beTrust abeneficial ~~party~~units. inLike ~~which~~all ~~the amount involved exceeds $120~~beneficiaries,~~000~~ ~~or 1% of~~ the ~~average~~Trustee ofis ~~our~~required ~~total~~to ~~assets~~retain ownership atof ~~year~~such ~~end~~units ~~for fiscal 2010 and 2009 and~~ in ~~which~~accordance ~~any~~with ~~director, executive officer, holder of more than 5% of our common stock or any member of~~ the ~~immediate~~terms ~~family~~ of ~~any of~~ the ~~foregoing~~Trust ~~persons~~Agreement. ~~had or will have a direct or indirect material interest, other than the following transactions:~~

~~Retention~~Trust ~~Agreements:~~Agreement. On November 16, 2010, REMEC and ~~Information~~Richard ~~regarding~~A. Sackett, as Trustee (the ~~retention~~“Trustee”), ~~agreements~~entered into the Liquidating Trust Agreement (the “Trust Agreement”), for ~~our~~the ~~two~~creation and operation of the REMEC Liquidating Trust. Mr. Sackett previously served as REMEC’s President, Secretary and General Counsel. See executive ~~officers~~compensation isfor ~~located~~the ~~under~~fees provide to the ~~caption,~~Trustee ~~“Retention~~for ~~Agreements”~~his ~~above~~services to the Trust.

Trustee Indemnification. ~~Agreements:~~The ~~Information~~Trust ~~regarding~~Agreement ~~the~~contains a specific indemnification ~~agreements~~agreement wewith ~~have~~our ~~entered~~Trustee. ~~into~~This agreement requires the use of Trust assets to indemnify the Trustee against specified expenses and liabilities, such as attorneys’ fees, judgments, fines and settlements, paid by the Trustee in connection with ~~each~~any action, suit or proceeding arising out of the Trustee’s status or service as our ~~officers~~Trustee, other than ~~and~~liabilities ~~directors~~arising from willful misconduct or conduct that is ~~located~~knowingly ~~under~~fraudulent or deliberately dishonest, and to advance expenses incurred by the ~~caption~~Trustee in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by us. This indemnification agreement is supported by a Trustee Professional Liability Policy, ~~“Director~~which ~~and~~is ~~Officer~~an ~~Indemnification~~asset ~~Agreements”~~of ~~above~~the Trust.

Company Policy Regarding Related Party Transactions

It is our policy that the audit committee approves or ratifies transactions involving directors, executive officers or principal shareholders or members of their immediate families or entities controlled by any of them in which they have a substantial ownership interest in which the amount involved exceeds $120,000 and that are otherwise reportable under SEC disclosure rules. Such transactions include employment of immediate family members of any director or executive officer. Management advises the Audit Committee on a regular basis of any such transaction that is proposed to be entered into or continued and seeks approval.

Director Independence

The Board has determined that all of the directors are “independent” under current Nasdaq listing standards and applicable SEC rules, except Mr. Sackett, our President and General Counsel. Mr. Sackett is not a member of any Board Committee.

Under applicable SEC and Nasdaq rules, the existence of certain “related party” transactions above certain thresholds between a director and the Company are required to be disclosed and preclude a finding by the Board that the director is independent. In addition to transactions required to be disclosed under SEC rules, the Board considered certain other relationships in making its independence determinations, and determined in each case that such other relationships did not impair the director’s ability to exercise independent judgment on our behalf.

Committee Independence

Our Board has established an Audit Committee and an Operations Committee.

Audit Committee: Our Board has determined that each of our audit committee members meet the requirements for independence and financial literacy under the current requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated by Nasdaq and the SEC. In addition, our Board has determined that Mr. Horn is an audit committee financial expert. We have made these determinations based on information received by our Board, including questionnaires provided by the members of our audit committee.

Operations Committee: Our Board has determined that each of our operations committee members meet the requirements for independence under the current requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated by Nasdaq and the SEC. We have made this determination based on information received by our Board, including questionnaires provided by the members of our Operations Committee.

Committee Charters

Charters for our Audit and Operations Committees are available to the public at our website at www.remec.com.

Item 14. Principal Accountant Fees and Services.

~~Independent~~Not applicable. ~~Auditor~~

~~The Audit~~12 ~~Committee has appointed Squar, Milner, Peterson, Miranda & Williamson, LLP (“Squar Milner”) as REMEC’s independent auditor for the fiscal year ending January 31, 2010.~~

Fees Paid to Principal Independent Registered Public Accounting Firm

The aggregate fees billed by Squar Milner, our Independent Registered Public Accounting Firm, for fiscal years 2010 and 2009, are as follows:

	Fees Paid
	2010		2009
Audit Fees (1)	$	78,161	$	91,260
Tax Fees (2)		9,498		33,274
All Other Fees (3)		19,671		21,383

(1) Audit Fees consist of fees billed for professional services rendered for the audit of our annual financial statements and reviews of the interim financial statements included in quarterly reports and services that are normally provided by Squar Milner, in connection with statutory and regulatory filings or engagements.

(2) Tax Fees consist of fees billed for professional services rendered by Squar Milner, for tax compliance and assistance with employment tax matters.

(3) All Other Fees consists of fees and reimbursement of expenses incurred in assistance with litigation in which the Company was a party.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent auditor. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service of category of services and is generally subject to a specific budget.

The Audit Committee has delegated pre-approval authority to its Chairman when expedition of services is necessary. The independent auditor and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent auditor in accordance with this pre-approval, and the fees for the services performed to date. None of the fees paid to the independent auditor under the categories Tax Fees and All Other Fees described above were approved by the Audit Committee after services were rendered pursuant to the de minimus exception established by the SEC.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)(1) Financial Statements and Financial Statement Schedules.

1. The following financial statements of REMEC, Inc., and Report of Squar, Milner, Peterson, Miranda & Williamson, LLP, independent registered public accounting firm, are included in this report:


	Page
Unaudited Statement of Net Assets in Liquidation as of December 31, 2011		14
Unaudited Statement of Changes in Net Assets in Liquidation for the Year Ended December 31, 2011		15
Notes to Unaudited Financial Statements		16

		Page
Report of Independent Registered Public Accounting Firm		27
Statements of Net Assets in Liquidation		28
Statements of Changes in Net Assets in Liquidation		29
Notes to Financial Statements		30

(a)(2) Financial Statement Schedules:

~~2. Financial Statement Schedules:~~ All schedules have been omitted ~~because~~as the required information is ~~included~~inapplicable inor the ~~financial~~information ~~statements~~is orpresented ~~notes~~in ~~thereto~~the orunaudited ~~because~~financial ~~they~~statements ~~are~~or ~~not~~related ~~required~~notes.

~~3. See Subsection~~ (ba)(3) ~~below~~Exhibits:

The exhibits listed on the Exhibit Index (bfollowing the signatures section of this report) ~~Exhibits~~ are included, or incorporated by reference, in this annual report.

~~Exhibit~~(b) ~~Index~~Exhibits:

~~The~~See ~~following~~item ~~exhibits~~15(a)(3) ~~are~~above. ~~filed as part of this Report:~~

Exhibit No.		Description
3.1		Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended January 31, 2002, filed April 30, 2002).
3.2		Certificate of Amendment of Restated Articles of Incorporation of REMEC, Inc. (incorporated by reference to Annex C to REMEC Inc’s., Definitive Proxy Statement filed on April 21, 2005).
3.3		By-Laws, as amended (incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 29, 2004, filed December 8, 2004).
10.1*		Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 29, 2004, filed December 8, 2004).
10.2		Form of Indemnification Agreements between REMEC and its officers and directors (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended January 31, 2003, filed April 30, 2003).
10.4*		1996 Nonemployee Directors Stock Option Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 2, 2002, filed September 16, 2002).
10.6*		Amended and Restated Retention Agreement dated February 3, 2006 between REMEC and Richard A. Sackett (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended January 31, 2007, filed April 27, 2007).
10.7*		Amended and Restated Retention Agreement dated February 3, 2006 between REMEC and David F. Wilkinson (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended January 31, 2007, filed April 27, 2007).
23.1		Consent of Squar, Milner, Peterson, Miranda & Williamson LLP, Independent Registered Public Accounting Firm.
31.1		Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
		Power of Attorney (included in the signature page.)

(c) Financial Statement Schedules:

*All ~~Management~~schedules ~~compensatory~~have ~~plan~~been oromitted ~~arrangement~~as the required toinformation beis ~~filed~~inapplicable asor anthe ~~exhibit~~information ~~pursuant~~is topresented ~~Item~~in ~~15(c)~~the ofunaudited ~~Form~~financial ~~10-K~~statements or related notes.

2513

~~SIGNATURES~~REMEC LIQUIDATING TRUST

~~Pursuant~~STATEMENT toOF ~~the~~NET ~~requirements~~ASSETS ofIN ~~the~~LIQUIDATION ~~Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on May 3, 2010.~~

~~REMEC,~~As ~~Inc.~~of ~~By:~~December 31, ~~/s/~~2011 ~~Richard A. Sackett~~

~~Richard~~(in A.thousands, ~~Sackett~~unaudited) ~~President /s/ David F. Wilkinson David F. Wilkinson Chief Financial and Accounting Officer~~

Date: May 3, 2010


ASSETS
Cash and cash equivalents	$	1,631
Restricted cash		1,610
Receivables and other assets		14

Total assets		3,255

LIABILITIES
Costs to be incurred during liquidation		381

Total liabilities		381

NET ASSETS IN LIQUIDATION	$	2,874

~~POWERS~~The OFaccompanying ~~ATTORNEY~~notes are in integral part of this unaudited financial statement.

~~KNOW~~14 ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Sackett and David F. Wilkinson, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of REMEC, Inc. and in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ RICHARD A. SACKETT	President (Principal Executive Officer)	May 3, 2010
/s/ DAVID F. WILKINSON	Chief Financial Officer (Principal Financial and Accounting Officer)	May 3, 2010
/s/ ANDRE R. HORN	Chairman of the Board	May 3, 2010
/s/ THOMAS A. CORCORAN	Director	May 3, 2010
/s/ MARK D. DANKBERG	Director	May 3, 2010
/s/ WILLIAM H. GIBBS	Director	May 3, 2010
/s/ JEFFREY M. NASH	Director	May 3, 2010

~~REPORT~~REMEC OFLIQUIDATING ~~INDEPENDENT~~TRUST ~~REGISTERED PUBLIC ACCOUNTING FIRM~~

~~The~~STATEMENT ~~Board~~OF ofCHANGES ~~Directors~~IN ~~and~~NET ~~Shareholders~~ASSETS IN LIQUIDATION

~~REMEC~~Fiscal Year Ended December 31, ~~Inc.~~ 2011

~~We have audited the accompanying statements of net assets~~ (in ~~liquidation of REMEC~~thousands, ~~Inc. (the “Company”~~unaudited)~~, as of~~ January 31, 2010 and 2009, and the related statements of changes in net assets in liquidation 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 was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that were 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.


Net assets in liquidation, beginning of period	$	2,976

Changes in net assets in liquidation:
Costs to be incurred during liquidation		(102	)

Net change in net assets in liquidation		(102	)

Distributions to shareholders		—
Net decrease in net assets in liquidation		(102	)

Net assets in liquidation, end of period	$	2,874

AsThe ~~described~~accompanying innotes ~~Note~~are 1in tointegral ~~the~~part ~~financial statements, the shareholders~~ of ~~REMEC,~~this ~~Inc.~~unaudited ~~approved~~financial ~~a plan of liquidation and dissolution on August 31, 2005, and the Company commenced liquidation shortly thereafter~~statement. ~~As a result, the Company changed its basis of accounting subsequent to September 2, 2005, from the going-concern basis to a liquidation basis.~~

In15 our opinion, the financial statements referred to above present fairly, in all material respects, the net assets in liquidation of REMEC, Inc., as of January 31, 2010 and 2009, and the changes in net assets in liquidation for the years then ended, in conformity with accounting principles generally accepted in the United States of America applied on the basis described in the preceding paragraph.

/s/ SQUAR, MILNER, PETERSON, MIRANDA & WILLIAMSON, LLP

San Diego, California

May 3, 2010

~~REMEC,~~NOTES ~~INC.~~TO UNAUDTIED FINANCIAL STATEMENTS

STATEMENTS OF NET ASSETS IN LIQUIDATION

(in thousands)

	Fiscal Years EndedJanuary 31,
	2010		2009
ASSETS
Cash and cash equivalents	$	30,387	$	16,449
Restricted cash		2,850		20,806
Receivables and other assets		454		800
Total assets		33,691		38,055
LIABILITIES
Taxes payable		1,250		7,465
Costs to be incurred during liquidation		3,584		5,644
Total liabilities		4,834		13,109
Net assets in liquidation	$	28,857	$	24,946

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

REMEC, INC.

STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION

(in thousands)

	Fiscal Years EndedJanuary 31,
	2010			2009
Net assets in liquidation, beginning of period	$	24,946		$	38,495
Changes in net assets in liquidation:
Taxes payable		6,215			(265	)
Net realizable value of assets and settlement amounts of other liabilities		(887	)		2,307
Costs to be incurred during liquidation		(1,414	)		(576	)
Net change in net assets in liquidation		3,911			1,466
Distributions to shareholders		—			(15,015	)
Net increase (decrease) in net assets in liquidation		3,911			(13,549	)
Net assets in liquidation, end of period	$	28,857		$	24,946

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

NOTES TO FINANCIAL STATEMENTS

Note 1. Description of Business

~~REMEC,~~As used ~~Inc., (“REMEC”) was incorporated~~ in ~~the~~this ~~State~~Annual ofReport ~~California~~on inForm ~~January~~10-K, ~~1983.~~unless ~~REMEC~~the ~~formerly~~context ~~was~~otherwise arequires, ~~designer and manufacturer of high frequency subsystems used in~~ the ~~transmission~~terms of“we,” ~~voice~~“us,” ~~video~~“our,” and ~~data traffic over commercial wireless communications networks in~~ “the ~~defense~~Trust” ~~and~~refer ~~commercial sectors. REMEC’s products were designed~~ to ~~improve~~ the ~~capacity, efficiency,~~REMEC ~~quality~~Liquidating ~~and~~Trust. ~~reliability~~The ofuse ~~commercial wireless communications infrastructure equipment and operate at the full range~~ of ~~frequencies currently used in wireless communications transmissions including at radio (~~“RFREMEC”), ~~microwave and~~refers ~~millimeter~~to ~~wave frequencies.~~ REMEC ~~also developed and manufactured wireless communications equipment used in the defense industry~~, ~~including communications equipment integrated into tactical aircraft~~ Inc., ~~satellites,~~except ~~missile~~where ~~systems~~the ~~and~~context ~~smart weapons~~otherwise requires.

~~On July 21~~REMEC, ~~2005,~~Inc. ~~our~~and ~~Board~~Richard ofA. ~~Directors~~Sackett, ~~approved~~as Trustee (the ~~liquidation~~“Trustee”), ~~and~~entered ~~dissolution of REMEC pursuant to a Plan~~into ofthe ~~Complete~~Liquidating ~~Liquidation~~Trust ~~and~~Agreement ~~Dissolution~~ (the “~~Plan~~Trust ~~of Dissolution~~Agreement”), ~~intended to allow~~ for the ~~orderly~~creation ~~disposition of the Company’s remaining assets~~ and ~~liabilities.~~operation ~~The holders~~ of ~~a majority of our outstanding shares approved~~ the ~~Plan~~ ofREMEC ~~Dissolution~~Liquidating atTrust ~~our~~on ~~August~~November 3116, ~~2005~~2010. ~~special~~The ~~shareholder~~Trust ~~meeting,~~commenced ~~effective~~operations on ~~September~~January 31, ~~2005~~2011. The ~~Company~~purpose ~~completed~~of the ~~sale~~Trust is to complete the winding-up of ~~its~~the ~~Wireless~~affairs ~~Systems~~of ~~business~~REMEC onand ~~September 2,~~to ~~2005,~~distribute ~~which~~any ~~was~~remaining ~~the~~assets ~~last~~to ~~operating~~the ~~business~~holders ~~unit~~ of beneficial interests in the ~~Company~~Trust. Effective ~~September~~January 31, ~~2005~~2011, ~~REMEC~~remaining ~~adopted~~net ~~the~~assets ~~liquidation~~of ~~basis~~REMEC oftotaling ~~accounting~~$2.976 Inmillion ~~connection~~were ~~with~~transferred ~~the~~from REMEC ~~adoption~~to of the ~~Plan~~Trust. ofThe ~~Dissolution,~~Trust’s weactivities ~~will~~are ~~not~~restricted ~~generate~~to ~~revenues~~the ~~from~~liquidation ~~sales~~ of ~~our products in~~ the ~~future.~~assets ~~We have ceased all sales~~ and ~~marketing~~liabilities ~~efforts~~transferred ~~related~~by REMEC to the ~~sales~~Trust, ofdistributing ~~our~~the ~~products~~proceeds ~~and~~therefrom ~~have~~to nothe ~~supply of product available for sale~~beneficiaries, and, ~~therefore,~~paying ~~will~~all ~~not~~liabilities, ~~incur~~costs ~~cost~~and expenses of ~~revenues~~REMEC inand the ~~future~~Trust.

REMEC will continue in existence until its final dissolution, which is subject to resolution of outstanding litigation and the payment of expenses incurred during the implementation of the Plan of Dissolution and its known liabilities. During this period, we will not operate our business as a going concern. Our Plan of Dissolution provides that liquidating distributions be made to our shareholders as determined by our Board of Directors.

Note 2. Summary of Significant Accounting Policies

Basis of ~~Presentation~~Accounting

AsThe liquidation abasis ~~result~~ of ~~the~~accounting ~~shareholders’~~was ~~approval~~adopted ofby ~~the~~REMEC ~~Plan~~in ofexecuting ~~Dissolution and~~ the ~~imminent~~Plan ~~nature~~ of ~~liquidation,~~Complete ~~the~~Liquidation ~~Company~~and ~~adopted~~Dissolution ~~the liquidation basis of accounting~~ for all periods subsequent to September 2, 2005~~. This basis of accounting is considered appropriate when~~, ~~among~~and ~~other~~will ~~things,~~continue ~~liquidation~~as ~~of a company is probable and~~ the ~~net~~basis ~~realizable values~~ of ~~assets~~accounting ~~are~~for ~~reasonably~~the ~~determinable~~Trust. Under ~~this~~the liquidation basis of accounting, assets are ~~valued~~stated at their estimated net realizable values and liabilities are stated at their estimated settlement amounts. Claims, liabilities and future expenses for operation of the Liquidating Trust will continue to be incurred until the Trust is terminated.

Principles of Consolidation

The financial statements prior to August 1, 2008 are presented on a basis which includes the accounts of REMEC and its majority owned subsidiaries. Effective August, 1, 2008, REMEC dissolved its remaining dormant majority owned subsidiaries, which included the REMEC United Kingdom subsidiaries. Accordingly, the accompanying financial statements as of January 31, 2010 present REMEC on standalone basis. As of and for the period ending January 31, 2009, intercompany transactions and balances were eliminated in consolidation.

Reclassifications

Certain reclassifications have been made to prior period amounts in order to conform to the current year presentation.

Use of Estimates

The preparation of financial statements in ~~conformity~~accordance with ~~accounting~~GAAP ~~principles~~and ~~generally~~under ~~accepted in~~ the ~~United~~liquidation ~~States~~basis ~~(“GAAP”)~~of accounting requires ~~management~~us to make estimates and ~~assumptions~~judgments that affect the reported amounts of assets ~~and liabilities~~ ~~and~~(including ~~disclosure~~net ~~of contingent~~ assets ~~and~~in liquidation), liabilities atand ~~the date of the financial statements~~expenses. ~~The~~We ~~liquidation~~believe ~~basis~~that ofour critical accounting ~~requires~~policies usare tothose ~~make~~that ~~assumptions,~~require significant judgments and estimates. ~~that~~These ~~can~~estimates ~~have~~are amade ~~significant~~and ~~impact~~evaluated on ~~our~~an ~~reported~~on-going ~~net~~basis ~~assets~~using ininformation ~~liquidation.~~that Weis ~~base~~currently ~~our~~available ~~assumptions,~~as ~~judgments~~well ~~and~~as ~~estimates on the most recent information available and~~ various other ~~factors~~assumptions ~~that~~believed ~~we believe~~ to be reasonable under the circumstances. Actual results could ~~differ~~vary ~~materially~~ from ~~these~~those estimates ~~under different assumptions or conditions. On a regular basis we evaluate our assumptions~~, ~~judgments~~perhaps ~~and estimates and make changes accordingly. We believe that the assumptions, judgments and estimates involved~~ in ~~the~~material ~~accounting~~adverse ~~for the estimated costs to be incurred during liquidation and taxes payable~~ways, ~~estimated indemnification costs~~ and ~~estimated~~those ~~litigation costs have the greatest potential impact on our financial statements, so we consider~~ estimates ~~associated~~could ~~with~~be ~~these obligations to~~different beunder ~~critical~~different toassumptions ~~our~~or ~~financial statements~~conditions. ~~We discuss below the critical accounting estimates associated with these policies.~~

NOTES TO FINANCIAL STATEMENTS—(Continued)

Estimated Costs to be Incurred During Liquidation and Taxes Payable

Under the liquidation basis of accounting, we accrue for the estimated remaining costs to be incurred during liquidation, including employee expense, insurance expense, third party services including estimated third party trust fees, facility lease expense partially offset by facility sub-lease income (see Note 4) and miscellaneous other expected future costs. As of January 31, 2010, such costs were estimated at approximately $3.6 million. Our estimates are based on assumptions regarding costs to be incurred in executing the Plan of Dissolution, as described above, through July 30, 2010, the end of the Company’s second quarter of fiscal 2011. If there are delays in executing the Plan of Dissolution, actual costs incurred during liquidation may increase, reducing net assets available in liquidation.

As of January 31, 2010 taxes payable were estimated at approximately $1.2 million, including approximately $0.5 million in interest and penalties payable; (see below under “Income Taxes and Income Tax Contingencies”.) Our estimate of taxes payable may be subject to final examination by taxing authorities. Because many transactions are subject to varying interpretations of the applicable federal, state or foreign tax laws, our reported tax liabilities may be subject to change at a later date upon final determination by taxing authorities. The impact of this final determination on our estimated tax obligations could significantly increase or decrease amounts of cash available for distribution to our shareholders.

Cash and Cash Equivalents

~~The~~As ~~Company considers all highly liquid investments with an original maturity~~ of ~~three~~December 31, ~~months~~2011, ~~or less at the date of acquisition to be~~ cash ~~equivalents. Cash~~ and cash equivalents attotal ~~January 31,~~approximately ~~2010~~$1.6 ~~and 2009~~million, which consist ~~primarily~~ of funds held in ~~money~~a ~~market~~bank deposit accounts. Cash equivalents are stated at ~~cost~~costs plus accrued interest~~, which~~ approximates market ~~value.~~ ~~Changes in market interest rates would not be expected to have a material impact on the fair~~ value ~~of our cash equivalents at January 31, 2010, as these consisted of securities with maturities of less than three months~~. ~~As a result of the Company’s Plan of Dissolution, the Company no longer purchases new investments.~~

Restricted Cash

As of ~~January~~December 31, ~~2010~~2011, restricted cash was approximately $21.96 million representing ~~certificates~~collateralized ofmoney ~~deposit~~market ~~that~~accounts ~~secure~~securing ~~certain~~ two letters of credit issued to third parties for foreign Value Added Tax (“VAT”), and workers’ compensation ~~and leasehold security interest~~ obligations. ~~The~~During ~~terms of~~ the ~~letters~~first quarter of ~~credit~~fiscal ~~expire~~2012, ~~upon~~ the ~~extinguishment~~VAT letter of ~~each~~credit ~~underlying obligation.~~of At$1,160,000 ~~that~~was ~~time,~~released and the ~~certificates~~funds ofwere ~~deposit~~reclassified ~~will~~to becash ~~liquidated~~and ~~(See~~cash ~~Note 4)~~equivalents.

~~During~~Recent ~~the~~Accounting ~~third~~Pronouncements quarter of fiscal 2006, the Company agreed, under the terms of its Asset Purchase Agreement for the sale of the Wireless Systems Business unit, to indemnify Powerwave Technologies, Inc., for certain liabilities as described in the Asset Purchase Agreement. Contemporary with the sale date, $15.0 million was deposited into an escrow account and was classified as restricted cash in our Statement of Net Assets in Liquidation as of January 31, 2009. During the first quarter of fiscal 2010, the Company received the full escrow amount, at that time the restricted cash was reclassified to cash and cash equivalents.

~~Concentration~~There are ofno ~~Credit Risk—Financial~~previously ~~Instruments~~issued or new accounting pronouncements or changes in accounting pronouncements that have had, or are expected to have a material impact on the Trust’s financial statements.

~~Financial~~Concentration ~~instruments that subject the Company to a concentration~~ of ~~credit~~Credit ~~risk~~Risk consist of cash and cash equivalents balances maintained in financial institutions that are either uninsured or are in excess of Federal Deposit Insurance Corporation (“FDIC”) limits. Our money market funds are not insured by the FDIC. Cash equivalents consisted primarily of money market funds of approximately $30.4 million at January 31, 2010 and $16.5 at January 31, 2009, respectively, which invest exclusively in short-~~term~~ ~~U.S.~~Financial ~~Treasury~~Instruments ~~bills, notes and other obligations issued or guaranteed by the U.S. Treasury, and repurchase agreements fully collateralized by U.S. Treasury securities.~~

AsFinancial ~~of January 31,~~instruments ~~2010~~that ~~and~~subject ~~January 31, 2009,~~ the ~~total~~Trust ~~uninsured~~to ~~balances~~a concentration of ~~our~~credit risk consist of cash and cash equivalents ~~were approximately $30.4 million~~ and ~~approximately~~restricted ~~$16.5~~cash ~~million,~~balances ~~respectively.~~maintained ~~The~~in ~~Company evaluates the~~ financial ~~strength of~~ institutions atthat ~~which significant investments~~ are, ~~made.~~in ~~The~~part, ~~Company has not experienced any losses~~ in excess ~~such~~of ~~accounts~~Federal ~~and~~Deposit ~~believes~~Insurance ~~that~~Corporation ~~based~~(“FDIC”) onlimits. ~~the~~As ~~financial strength~~ of ~~institutions~~December 31, at2011, ~~which~~the ~~significant~~Trust ~~investments~~held ~~are~~cash ~~made~~ and ~~the~~cash ~~collateral backing~~equivalents ~~the~~and ~~uninsured~~restricted ~~money~~cash ~~market~~of ~~funds,~~approximately ~~credit~~$2.6 ~~risk~~million ~~relating~~in toexcess ~~its~~of ~~cash~~the ~~and~~FDIC ~~cash~~insurance ~~equivalents is limited~~limits.

~~Property~~16 ~~and Equipment~~

In accordance with our Plan of Dissolution, as of January 31, 2010 and 2009, we have adjusted property and equipment assets to their net realizable value of $0.

Other Assets

In accordance with our Plan of Dissolution, as of January 31, 2010 and 2009, we have adjusted other assets to their estimated net realizable value as appropriate.

NOTES TO UNAUDTIED FINANCIAL STATEMENTS~~—(Continued)~~, CONTINUED

Financial Instruments

Our net assets in liquidation as of December 31, 2011 include the following financial instruments: cash and cash equivalents, ~~notes receivable, accounts payable~~ and accrued expenses. As our financial statements have been prepared under the liquidation basis of accounting, the carrying values of these instruments classified as assets and liabilities represent their estimated net realizable values and estimated settlement amounts, respectively.

Income Taxes

~~The~~We ~~Company~~are ~~determines~~treated ~~its~~as a grantor trust for federal income tax ~~provision~~purposes ~~using~~and accordingly, ~~the~~will ~~asset~~not ~~and~~be ~~liability~~subject ~~method~~to federal or state income tax on any income earned or gain recognized by us. ~~Temporary~~Our ~~differences~~beneficiaries ~~are~~will ~~differences~~be ~~between~~treated as the ~~tax~~ ~~basis~~owner of ~~assets~~a pro rata portion of each asset, including cash, received by and ~~liabilities~~held by us and ~~their~~will ~~reported~~be required ~~amounts~~to inreport ~~the~~on ~~financial~~his ~~statements~~or ~~that~~her ~~will~~federal, ~~result~~state inor ~~taxable~~foreign tax return his or ~~deductible~~her ~~amounts~~pro inrata ~~future~~share ~~years.~~(per Aunit) ~~valuation~~of ~~allowance~~taxable isincome, ~~recorded~~including bygains ~~the~~and ~~Company~~losses torecognized ~~the~~by ~~extent~~us. itAccordingly, there is ~~more~~no ~~likely~~provision ~~than~~for ~~not that~~federal aor ~~deferred~~state ~~tax~~income ~~asset~~taxes ~~will~~in ~~not~~the accompanying befinancial ~~realized~~statements.

~~The~~Note ~~Company accounts for uncertain tax positions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 740-10 (formerly FASB Interpretation No~~3. ~~48,~~ ~~“Accounting~~Commitments ~~for Uncertainty in Income Taxes.”) This pronouncement provides guidance on how to address uncertainty in accounting for income tax assets~~ and ~~liabilities~~Contingencies and prescribes a more-likely-than-not threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Additional information regarding income taxes appears in Note 5, “Income Taxes.”

Share-Based Compensation

During fiscal 2010 and 2009, the Company awarded no stock options and there was no vesting of previously issued stock options. Accordingly, there was no share-based compensation expense related to stock options recorded during fiscal 2010 and 2009. In addition, there were no option awards modified, repurchased or cancelled during fiscal 2010 and 2009.

During fiscal 2010 and 2009, no stock options were exercised, and therefore, no cash was received from stock option exercises.

Recently Issued Accounting Standards

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles” (the “ASC” or “Codification”) The Codification is not expected to change GAAP, but combines all authoritative standards into a comprehensive, topically organized online database. Following this guidance, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASU”) to update the Codification. After the launch of the Codification on July 1, 2009 only one level of authoritative GAAP for non governmental entities will exist, other than guidance issued by the Securities and Exchange Commission. This statement is effective for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification did not have any impact on the Company’s consolidated financial statements, and only affects how the Company references authoritative accounting guidance going forward.

Note 3. Shareholders’ Equity

Preferred and Common Stock

As of January 31, 2010 and 2009, the Company has 5,000,000 of $.01 par value preferred shares authorized. No preferred shares have been issued or outstanding as of January 31, 2010 and 2009.

As of January 31, 2010 and 2009, the Company has 80,000,000 of $.01 par value common shares authorized and 30,030,830 shares issued and outstanding.

Stock Option Plans

The Company’s 1995 and 2001 Equity Incentive Plans (collectively, the “Plans”) provided for the grant of incentive stock options, non-qualified stock options, restricted stock awards, stock purchase rights or performance shares to employees of the Company. The 1996 Non-employee Directors Stock Option Plan (the “Directors Plan”) provides for the grant of non-qualified stock options to non-employee directors of REMEC. The original terms of the Plans and the Directors Plan contain acceleration provisions in the event of a change in control or a sale of substantially all assets of the Company.

Effective January 31, 2007, the Company’s Board of Directors elected to terminate in its entirety the Company’s 2001 Equity Incentive Plan (“2001 EIP”) and the Company’s Employee Stock Purchase Plan (“ESPP”) and to reduce the number of shares available for issuance pursuant to awards under the Company’s 1995 Equity Incentive Plan (“1995 EIP”) to 3,000,000 shares. The 1995 EIP will continue to be governed by the terms of the Plan and any applicable Award Agreement.

Additionally, a total of 2,756,000 shares of common stock were reserved under the Directors Plan for non-qualified stock option grants to non-employee directors of REMEC. Under the Directors Plan, option grants were made on an annual basis at the fair market value of the stock on the date of grant. Options granted under the Directors Plan generally vested over three years and generally had terms of nine years from the date of grant. There have been no stock option grants under the Directors Plan subsequent to fiscal year 2006.

NOTES TO FINANCIAL STATEMENTS—(Continued)

There have been no stock compensation costs recorded subsequent to fiscal year 2006, as there have been no new stock option awards subsequent to that year and any previously issued stock option awards outstanding as of January 31, 2006 were fully vested.

A summary of the Company’s stock option activity and related information is as follows. (In thousands, except per share data):

	Number ofShares		Weightedaverageexerciseprice		Weightedaverageremaining contractualterm (in years)	Aggregateintrinsicvalue
Outstanding at January 31, 2008	567		$	2.55	1.6	$	—
Expired	(161	)		1.46
Outstanding at January 31, 2009	406			2.97	1.1
Expired	(241	)		1.26
Outstanding at January 31, 2010	165		$	1.26	1.5	$	—
Outstanding exercisable at January 31, 2010	165		$	1.26	1.5	$	—

As of January 31, 2010, the aggregate intrinsic value of common stock on outstanding options is zero based on the Company’s closing stock price of $0.87 per share as of January 31, 2010.

The following table summarizes by price range the number, weighted average exercise price and weighted average life (in years) of options outstanding and the number and weighted average exercise price of exercisable options as of January 31, 2010. (In thousands, except per share data):

Price Range	Total Outstanding				Total Exercisable
	NumberofShares	WeightedAverage			NumberofShares	WeightedAverageExercisePrice
		ExercisePrice		Life
$1.0001 – $1.5000	165	$	1.26	1.5	165	$	1.26
Total Plan	165	$	1.26	1.5	165	$	1.26

At January 31, 2010, 3,401,000 shares of the Company’s common stock were available for future grant.

Note 4. Commitments and Contingencies

Letter of Credit Facility

The ~~Company~~Trust maintains ~~certificates~~money ofmarket ~~deposit~~accounts ~~placed~~collateralized to cover ~~certain~~two letters of credit for ~~foreign Value Added Tax~~ (~~“VAT”~~i) ~~obligations,~~ Netherlands ~~workers’~~VAT ~~compensation~~obligations and ~~leasehold security interest obligations, which are secured by cash. During the first quarter of fiscal 2010, one letter of credit, issued to secure~~ (ii) workers’ compensation ~~obligations in the amount of $1~~liabilities.~~035~~ ~~million,~~These ~~was terminated and as a result, the cash used to secure this letter of credit was reclassified from restricted cash to cash. The terms of the remaining~~ letters of credit expire upon the extinguishment of the underlying obligation ~~(all~~ ~~obligations expire in 2011 except workers~~(Workers’ compensation obligations~~, which~~ have no express expiration date).) At(See ~~that~~Note ~~time~~4, ~~the certificates of deposit will be liquidated~~below.) ~~The total amount of these certificates of deposit as of January 31, 2010 and 2009 was approximately $2.9 million and approximately $3.9 million, respectively, and was included in restricted cash.~~

~~Leases~~If the obligations secured by the remaining letter of credit are unable to be resolved without liability, the cash used to secure the letter of credit will be reduced, and may be completely used to pay the underlying creditor.

Our contractual obligations and commitments as of January 31, 2010 are reported in the statements of net assets in liquidation as accrued expenses to be incurred during liquidation. Included in estimated costs to be incurred during liquidation are our remaining facility leases, all of which, except for the principal executive offices, are fully subleased. As of January 31, 2010, gross lease obligations total approximately $930,000 and sublease income total approximately $862,000.

Indemnifications and Guarantees

WeThe Trust ~~have~~Agreement ~~entered~~contains ~~into~~a ~~separate~~specific indemnification ~~agreements~~agreement with our ~~officers~~Trustee. ~~and~~This ~~with~~agreement ~~each~~requires ofthe ~~our~~use ~~directors.~~of ~~These~~Trust ~~agreements~~assets ~~require~~to ~~us, among~~indemnify ~~other~~the ~~things,~~Trustee toagainst ~~indemnify~~specified ~~such~~expenses ~~officer~~ and ~~director~~liabilities, ~~against~~such ~~expenses~~as ~~(including~~ attorneys’ fees), judgments, fines and settlements, paid by ~~such~~the ~~individual~~Trustee in connection with any action, suit or proceeding arising out of ~~such individual~~the Trustee’s status or service as our Trustee, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the Trustee in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by us. This indemnification agreement is supported by a Trustee Professional Liability Policy, which is an asset of the Trust.

33Note 4. Subsequent Event.

On or about January 20, 2012, the Netherlands Tax Authorities released a bank guarantee provided by ABN AMRO Bank on behalf of REMEC, Inc. to secure value added tax (“VAT”) obligations owed by REMEC, Inc. to the Netherlands from 2005 through 2006. As a result of this action, on January 23, 2012 the letter of credit issued in the name of REMEC, Inc. to ABN AMRO Bank was extinguished, and the cash held by the Trust in a collateralized money market account which was used to secure the letter of credit in the principal amount of $1,160,200 was reclassified from restricted cash to cash and cash equivalents.

~~NOTES~~SIGNATURE ~~TO FINANCIAL STATEMENTS—(Continued)~~

asPursuant ~~our~~to ~~director or officer (provided that~~ the ~~individual~~requirements ~~acted~~of ~~in good faith and in a manner~~ the ~~individual~~Section 13 ~~reasonably~~or ~~believed~~15(d) ~~to be in the best interests~~ of the ~~Company)~~Securities ~~and~~Exchange toAct ~~advance~~of ~~expenses incurred~~1934, bythe ~~such~~registrant ~~individual~~has induly ~~connection~~caused ~~with~~this ~~any~~report ~~proceeding against such individual with respect~~ to ~~which such individual may~~ be signed ~~entitled~~on toits ~~indemnification~~behalf by ~~us. Other than~~ the ~~pending Securities Class Action litigation described below~~undersigned, ~~there are~~thereunto noduly ~~pending legal proceedings that involve the indemnification of any of the Company’s officers or directors~~authorized.

~~Performance-Based Incentive~~REMEC ~~Bonuses~~LIQUIDATING TRUST

In(Registrant) accordance with our Plan of Dissolution, Richard A. Sackett, our President, is entitled to receive incentive bonuses at the discretion of the Board of Directors in consideration for his work in implementing the Plan of Dissolution, if specified performance goals are met in our liquidation and dissolution. Any such incentive bonuses paid to Mr. Sackett will be in addition to his regular salary and other retention bonuses. As a result of meeting certain performance goals, Mr. Sackett received an incentive bonus of $300,000 during fiscal year 2010, during fiscal 2009 there were no incentive bonuses paid to Mr. Sackett.

In accordance with our Plan of Dissolution, David F. Wilkinson, our Chief Financial Officer, is entitled to receive incentive bonuses at the discretion of the Board of Directors in consideration for his work in implementing the Plan of Dissolution, if specified performance goals are met in our liquidation and dissolution. Any such incentive bonuses paid to Mr. Wilkinson will be in addition to his regular salary and other retention bonuses. As a result of meeting certain performance goals, Mr. Wilkinson received an incentive bonus of $300,000 during fiscal 2010, during fiscal 2009 there were no incentive bonuses paid to Mr. Wilkinson.

~~Claims~~Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and ~~Litigation~~in the capacities and on the dates indicated.

The Company’s loss contingencies include the following lawsuit:

~~Securities~~18 ~~Class Action~~

On September 29, 2004, three class action lawsuits were filed against the Company and certain former officers (the “Defendants”) in the United States District Court for the Southern District of California alleging that between September 8, 2003 and September 8, 2004 (the “Class Period”) the Defendants made false and misleading statements and failed to disclose material information regarding the Company’s financial condition, operations and future business prospects in violation of federal securities laws. On January 18, 2005, the law firm of Milberg Weiss Bershad & Schulman LLP (“Milberg Weiss”) was appointed Lead Counsel and its client was appointed Lead Plaintiff.

After several consolidated and amended complaints were filed, challenged by the Defendants and dismissed by the Court with leave to amend, the Court denied the Company’s Motion to Dismiss the Fourth Amended Complaint on September 26, 2006. REMEC filed its Answer to the Fourth Amended Complaint on November 6, 2006, denying all liability and asserting certain affirmative defenses. On November 21, 2007 the Court granted Plaintiff’s motion for class certification.

Note 5. Income Taxes

For financial reporting purposes, as a result of the Company’s liquidation status and adoption of the liquidation basis of accounting the Company does not record revenue or costs of sales. Operating income (loss) is derived from net assets in liquidation; Company assets minus liabilities.

~~NOTES~~EXHIBIT TOINDEX ~~FINANCIAL STATEMENTS—(Continued)~~

~~Deferred~~Pursuant ~~income~~to ~~taxes~~Item 601(a)(2) ~~reflect the net tax effects~~ of ~~temporary~~Regulation ~~differences~~S-K, ~~between~~this ~~the carrying~~exhibit ~~amounts~~index ofimmediately ~~assets~~precedes ~~and liabilities for financial reporting purposes and~~ the ~~amounts used for income tax purposes~~exhibits. ~~Significant components of the net deferred tax asset as of January 31, 2010 and 2009 are as follows. (In thousands):~~

	Fiscal Years EndedJanuary 31,
	2010			2009
Deferred tax assets:
Net operating loss	$	1,392		$	26,125
Credits		8,102			11,887
Estimated costs during liquidation		1,155			1,135
Estimated indemnification costs		—			841
Other		579			—
Total deferred tax assets		11,228			39,988
Valuation allowance		(11,228	)		(39,988	)
Net deferred tax assets	$	—		$	—

The following exhibits are included, or incorporated by reference, in the Annual Report on Form 10-K for the fiscal year 2011 (and are numbered in accordance with Item 601 of Regulation S-K).

A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly, a valuation allowance has been recognized to offset deferred tax assets because management cannot conclude that it is more likely than not that the deferred tax assets will be realized in the foreseeable future. At January 31, 2010 and 2009, the Company had federal net operating losses (“NOL”) carry-forwards of approximately $0.3 million and $71.0 million, respectively. At January 31, 2010 and 2009, the Company had state NOL carry-forwards of approximately $21.8 million and $33.6 million, respectively. The federal NOL will begin to expire in 2029, while the state NOL will begin to expire in 2014.


Item No.		Description

2.1		REMEC, Inc. Plan of Liquidation and Dissolution, as approved by shareholders on August 31, 2005 and as currently in effect (included as Exhibit ANNEX B to REMEC’s Definitive Proxy Statement for a special meeting of shareholders filed on August 31, 2005 and incorporated herein by reference)

10.2		REMEC Liquidating Trust Agreement, dated as of November 16, 2010, by and between REMEC, Inc. and Richard A. Sackett, Trustee (included as Exhibit 10.8 to our Current Report on Form 8-K filed November 16, 2010 and incorporated herein by reference)

31.1**		Certification of Trustee, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Trustee, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

At* ~~January 31,~~Filed ~~2010, the Company had consolidated federal and state research and development credits of approximately $6~~herewith.0 million and $2.4 million respectively, which will begin to expire in 2013, unless previously utilized. The Company also had state manufacturing investment credits of approximately $0.2 million, which will begin to expire in 2010, unless previously utilized. At January 31, 2010 the Company also had Federal and State Alternative Minimum Tax (“AMT”) credits of approximately $0.3 million and $0.06 million, respectively. As the result of the Company’s liquidation of a subsidiary in prior years, approximately $71.0 million and $13.0 million of federal and state NOL, respectively, as well as $4.7 million of federal and state tax credits will expire unused.

~~There~~** ~~are~~Furnished ~~limitations on the utilization of the net operating loss carry-forwards and credit carry-forwards~~herewith. As a result, the net operating losses and credits are not all available to offset current taxable income, including taxable gains that may be recognized on the sale of certain business segments. A portion of the Company’s federal net operating loss carry-forwards and credit carry-forwards relate to acquired companies and are subject to annual usage limitations under Section 382 of the Internal Revenue Code. Pursuant to Sections 382 and 383 of the Internal Revenue Code, annual use of the Company’s net operating loss carry-forwards and credit carry-forwards may be limited in the event of a cumulative change in ownership of more than 50% within a three-year period.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the year (In thousands):

	Fiscal Years EndedJanuary 31,
	2010			2009
Unrecognized tax benefit – opening balance	$	5,428		$	6,090
Gross increases – tax positions in prior period		—			—
Lapse of statute of limitations		(4,292	)		(662	)
Unrecognized tax benefit – ending balance	$	1,136		$	5,428

The unrecognized tax benefits included in the tabular reconciliation above differ from the amounts included in the statements of net assets in liquidation as the amounts noted above do not take into consideration the tax benefits effect on other jurisdictions.

None of the unrecognized tax benefits at January 31, 2010, if recognized, would affect the effective tax rate. Included in the balance of unrecognized tax benefits at January 31, 2010 are approximately $1.1 million of tax benefits that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes.

We recognize potential interest and penalties related to unrecognized tax benefits as income tax expense. Related to the uncertain tax benefits above, we recorded reductions in penalties of approximately $1.3 million and gross interest of approximately $600 thousand during fiscal year ended January 31, 2010 and, as of January 31, 2010, we have recognized a liability for penalties of approximately $340 thousand and gross interest of approximately $153 thousand.

We believe that it is reasonably possible that $1.1 million of our current remaining unrecognized tax positions may be reversed by January 31, 2011 as a result of a lapse of the statute of limitations.

NOTES TO FINANCIAL STATEMENTS—(Continued)

The Company has filed numerous consolidated and separate income tax returns in the United States Federal jurisdiction and in many state jurisdictions. With few exceptions, the Company is no longer subject to U.S. Federal income tax examinations for years before 2005 and is no longer subject to state and local income tax examinations by tax authorities for years before 2004. The Company is currently not undergoing any income tax audits.

Our estimate of taxes payable may be subject to final examination by taxing authorities. Because many transactions are subject to varying interpretations of the applicable federal, state, or foreign tax laws, out liabilities and taxes may be subject to change at a later date upon final determination by the taxing authorities. The impact of this final determination on our estimated tax obligations could increase or decrease amounts of cash available for distributions to our shareholders, perhaps significantly.

Note 6. Subsequent Event.

On September 29, 2004, three class action lawsuits were filed against the Company and certain former officers (the “Defendants”) in the United States District Court for the Southern District of California, which were consolidated into a single case, alleging that between September 8, 2003 and September 8, 2004 the Defendants made false and misleading statements and failed to disclose material information regarding the Company’s financial condition, operations and future business prospects in violation of federal securities laws. Four motions seeking Summary Judgment or Partial Summary Judgment were filed with the Court, three by the Defendants and one by the Plaintiffs. On April 21, 2010 the Court issued an Order on the motions, granting Defendants’ motions for Summary Judgment based on Scienter and Loss Causation. The Court dismissed the case with prejudice, and directed that judgment be entered for Defendants. The Plaintiffs have 30 days from Notice of Entry of Judgment to file a Notice of Appeal with the Ninth Circuit Court of Appeals.

Date: March 20, 2012

/s/ Richard A. Sackett

Richard A. Sackett

Filing Compare · REMEC LIQUIDATING TRUST