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):    February 17, 2009

MZT Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-12128	04-2985132
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

124 Washington Street, Suite 101 Foxborough, Massachusetts	02035
(Address of principal executive offices)	(Zip Code)

(508) 203-4286

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

 Item  8.01 Other Events.

In a press release issued on March 31, 2008, MZT Holdings, Inc. (the “Company”) announced that its Board of Directors had determined that the Company would not file any further Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q.  At that time, the Company also announced that it would continue to file Current Reports on Form 8-K upon the occurrence of any events that are material to the Company, including the making of any distribution payments or the final dissolution of the Company.  In addition, the Company announced that it would file Current Reports on Form 8-K following the conclusion of each fiscal quarter that would contain Company-prepared statements of the Company’s assets and liabilities as of the last day of such fiscal quarter, which statements would be (1) prepared by the Company’s management; (2) subjected to certain attest procedures by a certified public accounting firm, conducted in accordance with the attestation standards established by the American Institute of Certified Public Accountants; and (3) covered by a report of agreed-upon procedures from a certified public accounting firm (each such report, an “Agreed-Upon Procedures Report”).

Today, the Company files an Agreed-Upon Procedure Report for the fiscal quarter ended December 31, 2008.  The Company will continue to file Agreed-Upon Procedure Reports within 45 days of the end of each subsequent fiscal quarter until the Company has made a final distribution to its stockholders of record as of April 4, 2008.

Item  9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Report on Applying Agreed-Upon Procedures related to the fiscal quarter ended December 31, 2008 and Resources and Claims Statement of MZT Holdings, Inc. as of December 31, 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 hereunto duly authorized.

	MZT HOLDINGS, INC.
Date:     February 17, 2009	By:	/s/ Craig R. Jalbert
		Name:   Craig R. Jalbert
		Title:     President

EX-99.1

Exhibit 99.1

Report on Applying Agreed-upon Procedures

INDEPENDENT ACCOUNTANT’S REPORT

ON APPLYING AGREED-UPON PROCEDURES

MZT Holdings, Inc.:

We have performed the procedures enumerated below, which were agreed to by MZT Holdings, Inc. (the “Company”), solely to assist you with respect to the Resources and Claims Statement of MZT Holdings, Inc. as of December 31, 2008.  The Company’s management is responsible for the Company’s accounting records. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and in a manner agreed-upon by the Company and us. The sufficiency of these procedures is solely the responsibility of the Company.  Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

Our procedures and findings are as follows:

1)   Cash – confirm cash and reconcile each account at December 31, 2008.

Procedures and findings: We confirmed the Company’s cash in banks, investment account and held by others and reconciled cash, including verifying outstanding checks as December 31, 2008.  Our work included a review of the Company’s bank December 31, 2008 bank reconciliation to verify the amount of outstanding checks.  No exceptions were found.

2)   Sales Escrow – confirm funding and balance December 31, 2008.

Procedures and findings: We confirmed the balance, including accrued interest income, of the Sale Escrow and the balance at December 31, 2008.  No exceptions were found.

3)   Claims – identify and quantify claims of creditors.

Procedures and findings:  Management provided a list of all claims against the assets of the Company as of December 31, 2008.  We have reviewed that list and compared it to checks that have cleared the Company’s bank since December 31, 2008, certain invoices and other documents. No exceptions were found.

We were not engaged to, and did not, conduct an audit, the objective of which would be the expression of an opinion on the Company’s accounting records. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

This report is intended solely for the information and use of the Company and its shareholders and is not intended to be and should not be used by anyone other than those specified parties.

Baker, O’Connor, LLC

124 Washington Street, Suite 301, Foxboro, MA 02025 Ι Tel (508) 698-1040 ΙFax (508) 698-3555

November 12, 2008

MZT Holdings, Inc.

Resources and Claims Statement

December 31, 2008

Resources
Cash	$	3,141,085
Sale escrow		101,115
Future Asset Purchase Consideration		—
Total resources		3,242,200
Claims, net of refunds and reimbursements		83,707
Net resources available for future wind-down       costs and distributions to shareholders	$	3,158,493