8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2012

REMEC Liquidating Trust

(Exact name of registrant as specified in its charter)

California	1-16541	27-6929969
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

10636 Scripps Summit Court, Ste. 143 San Diego, CA 92131

(Address of principal executive offices, with zip code)

(858) 259-4265

(Registrant’s telephone number, including area code)

n/a

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

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition

On February 17, 2012, the REMEC Liquidating Trust (the “Trust”) completed and sent its annual Grantor Letter and Statement of Income/(Loss) as of December 31, 2011 (the “Statement”) to the Unit holders (“Beneficiaries”) of the Trust.

The Statement is intended to provide tax information that a Beneficiary is required to include in the Beneficiary’s Federal income tax reporting requirements.

The foregoing summary is qualified in its entirety by reference to the Grantor Letter and Statement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, this information in this Item 2.02 and Exhibits 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and the financial information contained in such exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Regulation FD Disclosure.

Reference is made to the information disclosed pursuant to Item 2.02 above. The information furnished under this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit.

Exhibit No.	Description
99.1	REMEC Liquidating Trust 2011 Grantor Letter and Statement of Income/(Loss) for the year-ended December 31, 2011.

SIGNATURES

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

	REMEC Liquidating Trust
Date: February 17, 2012	By:	/s/ Richard A. Sackett
		Richard A. Sackett
		Trustee

Exhibit Index.

Exhibit No.	Description
99.1	REMEC Liquidating Trust 2011 Grantor Letter and Statement of Income/(Loss) for the year-ended December 31, 2011.

EX-99.1

Exhibit 99.1

REMEC LIQUIDATING TRUST

2011 GRANTOR TAX LETTER

This letter provides Federal income tax information to Beneficiaries of the REMEC Liquidating Trust (the “Trust”) in accordance with the Liquidating Trust Agreement between REMEC, Inc. and Richard A. Sackett, Trustee. The attached Grantor Statement of Income/(Loss) (the “Statement”) is intended to provide tax information that a Beneficiary is required to include in the Beneficiary’s Federal income tax return for the tax year ending December 31, 2011. You will not be issued a 2011 Form 1099-MISC.

This letter and attached Statement, as well as other information about the Trust, can be found on the Trust website, www.remec.com.

Status of the Trust

Effective January 1, 2011, REMEC Inc., transferred its then remaining assets and liabilities to the Trustee to hold in trust for the Beneficiaries in accordance with the terms of the Trust Agreement. The Trust commenced operations on January 1, 2011.The purpose of the Trust is to complete the winding-up of the affairs of REMEC, Inc. and distribute the proceeds therefrom to the Beneficiaries.

In 2011, the Trustee conducted activities consistent with the Trust purposes and in doing so realized certain income and incurred certain expenses, which are reflected on the attached Statement. Further information on the Trust activities in 2011 will be set forth in the Trust’s annual report under SEC Form 10-K which will be filed by the Trust on or before March 30, 2012.

General Tax Information

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 attached Statement has been prepared on a per-unit basis. Accordingly, each Beneficiary should use the number of Beneficial Units held by them to determine their individual tax impact.

The tax information in this letter is for general informational purposes only and does not address all possible tax considerations that may be material to a Beneficiary and does not constitute legal or tax advice. Moreover, it does not deal with all tax aspects that might be relevant to a Beneficiary, in light of its personal circumstances, nor does it deal with particular types of Beneficiaries that are subject to special treatment under the federal income tax laws. The state, local and foreign tax consequences of any items of income, gain, loss, deduction or credit of the Trust may be treated differently for state, local and foreign tax purposes than for federal income tax purposes. To ensure compliance with requirements imposed by the Internal Revenue Service, any tax information contained in this letter is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.

The Trustee cannot and does not provide income tax advice or guidance; Beneficiaries are urged to consult with their tax advisers as to their individual tax consequences.

If you have any questions, please refer to the Trust’s website at www.remec.com or write to:

Richard A. Sackett, Trustee

REMEC Liquidating Trust

10636 Scripps Summit Court, Suite 143

San Diego, CA 92131

E-Mail: Richard.sackett@remec.com

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REMEC LIQUIDATING TRUST

EMPLOYER ID NUMBER: 27-6929969

STATEMENT OF INCOME/(LOSS)

YEAR ENDED DECEMBER 31, 2011

	In Whole Dollars			Per Unit			Per 1,000 Units
Interest Income	$	5,086.80		$	0.0002		$	0.1694
(Enter on Form 1040, Schedule B, Part I, Line 1)
Passive Income (Loss) from Estates and Trust
Income
Other income		8,119.86
Total Passive Income		8,119.86
Expenses
Workers Compensation		30,837.31
Bank Charges		26,169.83
Office Supplies		2,746.07
Postage		100.70
Travel		4,841.97
Meals & Entertainment (@50%)		162.47
Outside Services		40,163.35
Insurance		557.81
Total Passive Expenses		105,579.51
Total Passive Income (Loss) from Estates and Trust		(97,459.65	)	$	(0.0032	)	$	(3.2453	)
(Enter on Form 1040, Schedule E, Part III)
Miscellaneous Deductions Subject to 2% Limitation
Legal fees		10,000.00
Total Miscellaneous Deductions Subject to 2% Limitation	$	10,000.00		$	0.0003		$	0.3330
(Enter on Form 1040, Schedule A, Lines 22 & 23)
Total Beneficiary Units Outstanding		30,030,830
Total Distributions During 2011	$	—		$	—		$	—

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