8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 16, 2008

Modtech Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdictionof Incorporation)

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

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

(951) 943-4014

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

ITEM 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 16, 2008, Modtech Holdings, Inc. (the "Company") received a letter from The Nasdaq Stock Market notifying it that for the 30 consecutive business days preceding the date of the letter the bid price of the Company's common stock had closed below the $1.00 per share minimum bid price required for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Marketplace Rule 4450(a)(5). This notification has no effect on the listing of the Company's common stock at this time.

In accordance with Nasdaq Marketplace Rule 4450(e)(2), the Company has 180 calendar days from the date of the Nasdaq letter, or until July 14, 2008, to regain compliance with the minimum bid price rule. To regain compliance, the closing bid price of the Company's common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days. Nasdaq may, in its discretion, require the Company to maintain a bid price of at least $1.00 per share for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance. If compliance is not regained, Nasdaq will notify the Company of its determination to delist the Company's common stock, which decision may be appealed to a Listings Qualification Panel.

The Company may alternatively apply to transfer its common stock to The Nasdaq Capital Market if it satisfies all of the requirements, other than the minimum bid price, for initial inclusion on this market. If the Company elects to apply for such a transfer and if such application is approved, the Company will be afforded the remainder of a second 180 calendar day period to regain compliance with the minimum bid price rule while listed on The Nasdaq Capital Market.

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated January 18, 2008

SIGNATURES

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

Date: January 18, 2008

Modtech Holdings, Inc.
By:	/s/ Kenneth S. Cragun
	Kenneth S. Cragun
	Chief Financial Officer

EX-99.1

Dennis Shogren  Chief Executive Officer (951) 943-8800 Ken Cragun Chief Financial Officer (951) 943-8889 Phil Bourdillon/Gene Heller Silverman Heller Associates (310) 208-2550

MODTECH HOLDINGS, INC. RECEIVES NASDAQ 180-DAY NOTICE

Perris, Calif. - January 18, 2008 - Modtech Holdings, Inc. (Nasdaq: MODT) announced that on January 16, 2008 it received from The Nasdaq Stock Market a letter indicating that the Company is not in compliance with the $1.00 minimum closing bid price per share requirement for its common stock as set forth in Marketplace Rule 4450(a)(5).

In accordance with Marketplace Rule 4450(e)(2), Modtech has been provided 180 calendar days, or until July 14, 2008, to regain compliance. During this period the Company’s shares will continue to trade on The Nasdaq Global Market. The Nasdaq Stock Market has indicated that if before July 14, 2008 the closing bid price of Modtech's common stock is $1.00 or more per share for a minimum of 10 consecutive business days, it will provide the Company with written notification that it has achieved compliance with Rule 4450(a)(5).

If Modtech cannot demonstrate compliance by July 14, 2008, its common stock will be subject to delisting from The Nasdaq Global Market. At that time, Modtech could either appeal the delisting determination to a Listing Qualifications Panel or apply to transfer its common stock to The Nasdaq Capital Market if it satisfies the requirements for initial inclusion, other than the minimum bid price as set forth in Marketplace Rule 4310(c). If such an application were approved, the Company would be afforded the remainder of an additional 180-day grace period and could regain compliance while on The Nasdaq Capital Market if it demonstrates compliance with the $1.00 or more closing bid price per share requirement.

About Modtech Holdings, Inc.

Modtech^® is a leading national designer and manufacturer of modular buildings, both permanent and relocatable. In the school industry, the Company has advanced typical modular building technology to greater dimensions of flexibility and architectural integrity. Modtech^® has substantial product and geographic diversification throughout the southwestern states and Florida. Modtech’s commercial and industrial buildings are sold to a diverse end-user market and may be leased through national, regional, and local dealers. The Company also designs and manufactures modular buildings to customer specifications for a wide variety of uses. Additional information is available at www.modtech.com.

Forward-looking Statements:

Some statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Refer to the Company’s filings with the U.S. Securities and Exchange Commission for further discussion of such factors. The forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update such statements.

# # #