UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~Pursuant~~TO to SECTION ~~Section~~ 13 orOR 15(dD) ofOF ~~The~~THE

~~Securities~~SECURITIES ~~Exchange~~ EXCHANGE ~~Act~~ACT ofOF 1934

Date of report (Date of earliest event reported): ~~January~~March 1621, 2008

Modtech Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

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

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:

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 3~~Item 1.01. Entry ~~Notice~~into ~~of Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

On ~~January 16~~ March 21, 2008, ~~Modtech Holdings, Inc. (~~the "Company") ~~received~~repriced astock ~~letter from The~~purchase ~~Nasdaq~~warrants ~~Stock~~held ~~Market~~by ~~notifying~~Laurus Master itFund, ~~that for the 30 consecutive business days~~Ltd. ~~preceding~~ and certain ~~the~~affiliates, ~~date~~from of the ~~letter~~original ~~the~~exercise ~~bid~~ price of ~~the~~$.48 ~~Company's~~per ~~common~~share ~~stock~~to ~~had~~ an ~~closed~~ exercise ~~below~~price ~~the~~of $1.0040 per share. ~~minimum bid price required for continued inclusion on~~ The ~~Nasdaq~~other ~~Global~~terms ~~Market pursuant to Nasdaq Marketplace Rule 4450(a)(5). This notification has no effect on the listing~~ of the ~~Company's common~~warrants ~~stock at this time~~were unaffected.

InThe ~~accordance~~ warrants ~~with~~covered ~~Nasdaq~~by ~~Marketplace Rule 4450(e)(2),~~ the ~~Company~~repricing ~~has~~are ~~180~~a ~~calendar days~~warrant ~~from~~to ~~the~~purchase ~~date of the Nasdaq letter~~2, ~~or until July 14~~537, ~~2008, to regain~~657 ~~compliance~~ shares ~~with~~of ~~the~~Common ~~minimum~~Stock ~~bid~~held ~~price~~by ~~rule.~~Laurus ToMaster ~~regain compliance~~Fund, ~~the closing bid price of the Company's common stock must meet or exceed $1~~Ltd.00, ~~per share for~~ a ~~minimum~~warrant ofto ~~10 consecutive business days. Nasdaq may~~purchase 266,408 inshares ~~its discretion, require the Company to maintain a bid price~~ of atCommon ~~least~~Stock ~~$1.00~~held ~~per~~by ~~share~~Valens ~~for a period~~Offshore inSPV ~~excess~~I, ~~of ten consecutive business days~~LTD, ~~but~~and ~~generally no more than~~a 20 warrant ~~consecutive~~ to ~~business~~purchase ~~days~~195,935 ~~before~~shares ~~determining~~of ~~that~~Common ~~the~~Stock ~~Company~~held ~~has~~by ~~demonstrated an~~Valens ~~ability to maintain long-term compliance~~U.S. IfSPV ~~compliance is not regained~~I, LLC. ~~Nasdaq~~ The warrants ~~will~~were ~~notify~~originally ~~the~~issued ~~Company~~on ofFebruary ~~its determination to delist the Company's common stock~~29, ~~which decision may be appealed to a Listings Qualification Panel~~2008.

~~The~~In ~~Company may alternatively apply~~ order to ~~transfer~~effect ~~its common stock to The Nasdaq Capital Market if it satisfies all of~~ the ~~requirements~~repricing, ~~other than~~ the ~~minimum bid price, for initial inclusion on this market. If the~~ Company ~~elects~~issued ~~to apply~~Amended ~~for such a transfer~~ and ifRestated ~~such~~Common ~~application~~Stock isPurchase ~~approved~~Warrants, reflecting the ~~Company~~new ~~will be~~exercise ~~afforded~~ price, upon ~~the~~surrender ~~remainder~~ of ~~a second 180 calendar day period to regain compliance with~~ the ~~minimum~~original ~~bid price rule while listed on The Nasdaq Capital Market~~warrants.

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

Date: March 26, 2008

	Modtech Holdings, Inc

	By:	/s/ Kenneth S. Cragun
		Kenneth S. Cragun Chief Financial Officer

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

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