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

17

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MCT HOLDING CORPORATION AND SUBSIDIAIRES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended December 31,
	2011		2010
Cash Flows From Operating Activities:
Net loss	$	(97,814)	$	(107,749)
Adjustments to reconcile net loss to net cash      Used by operating activities:
Depreciation and amortization		593		2,641
Loss on disposal of assets of discontinued operations		7,974		-
Gain on forgiveness of debt		(10,841)		-
Changes in assets and liabilities:
(Increase) Decrease in inventory		(1,150)		-
(Increase) Decrease in rent deposit		1,000		-
Increase (Decrease) in federal tax payable		-		25
(Increase) Decrease in prepaid taxes		-		435
Increase (Decrease) in accounts payable		(4,180)		12,785
Increase (Decrease) in accounts payable – related party		4,187		20,233
Increase (Decrease) in interest payable – related party		24,036		22,010
Increase (Decrease) in accrued expenses		(1,778)		318
Net Cash Provided (Used) by Operating Activities		(77,973)		(49,302)
Cash Flows From Investing Activities:
Payments to purchase property and equipment		-		-
Net Cash Provided (Used) by Investing Activities		-		-
Cash Flows from Financing Activities:
Proceeds from capital contributions		170,625		-
Proceeds from related party notes payable		33,076		49,692
Payment on related party notes payable		(123,298)		-
Net Cash Provided (Used) by Financing Activities		80,403		49,692
Net Increase (Decrease) in Cash		2,430		390
Cash at Beginning of Period		780		390
Cash at End of Period	$	3,210	$	780
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	-	$	-
Income taxes	$	-	$	-

Supplemental Schedule of Non-cash Investing and Financing Activities:

For the period ended December 31, 2011:

Related party payables in the amount of $466,701 were cancelled and treated as paid in capital.

For the period ended December 31, 2010:

None

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

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MCT HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - MCT Holding Corporation (“the Company”) was organized under the laws of the State of Nevada on November 10, 2004.  

Two Suns L.L.C., (“Two Suns”) a Utah Limited Liability Company was organized on July 15, 2002.  Two Suns operated a tanning salon in Salt Lake City, Utah, until March 2011, when it changed the focus of its business to the sale of new and used tanning equipment.

On November 10, 2004, the Company entered into a merger transaction with Two Suns pursuant to a Plan of Merger signed November 8, 2004.  The Company issued 600,000 shares of common stock for 100% of the members’ equity of Two Suns.  Prior to the transaction, the Company had no operations.  The merger with Two Suns has been accounted for as a recapitalization of the Company.  The financial statements reflect the operations of Two Suns from July 15, 2002.

On March 8, 2011 the Company discontinued operating as a tanning salon, and started to operate with a focus on selling and brokering new and used tanning equipment.

MCT Tan Incorporated (subsidiary) was organized under the laws of the State of Utah on December 15, 2011 as a wholly-owned subsidiary of the company.  On December 20, 2011 the name of the subsidiary was changed to MCT Distribution Incorporated.

On December 23, 2011, the Company incorporated another wholly-owned subsidiary.  No business operations have been commenced through this corporation.

Principles of Consolidation – The consolidated financial statements include the accounts of MCT Holding Corporation and its wholly-owned subsidiaries (collectively referred to as the Company). All significant inter-company transactions and balances have been eliminated in the consolidation.

The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

Cash and Cash Equivalents – The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.

Property and Equipment – Property and equipment are stated at cost. Expenditures for additions and betterments that extend the useful lives of property and equipment are capitalized upon being placed in service. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation or amortization is removed from the accounts and any resulting gain or loss is included in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of five years.

Revenue Recognition – Revenue is recognized upon performance under a valid agreement with a fixed and determinable price and when collection is reasonably assured.

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MCT HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

Advertising Costs - Advertising costs, except for costs associated with direct-response advertising, are charged to operations when incurred.  The costs of direct-response advertising are capitalized and amortized over the period during which future benefits are expected to be received.  During the twelve months ended December 31, 2011 and 2010, respectively, advertising costs amounted to $0 and $695.

Loss Per Share – The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with Accounting Standards Codification (“ASC”) Topic No. 260, “Earnings Per Share”.

Accounting Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimated.

Recently Enacted Accounting Standards – In June 2009 the FASB established the Accounting Standard Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

Accounting Standard Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2011-12 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

Income Taxes – The Company accounts for income taxes in accordance with ASC Topic No. 740, “Income Taxes.” This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards.

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MCT HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

The Company has no tax positions at December 31, 2011 and December 31, 2010 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.  During the period ended December 31, 2011 and 2010, the Company recognized no interest and penalties.  The Company had no accruals for interest and penalties at December 31, 2011 and December 31, 2010.

Reclassification – The financial statements for periods prior to December 31, 2011 have been reclassified to conform to the headings and classifications used in the December 31, 2011 financial statements.

NOTE 2 – PROPERTY AND EQUIPMENT

The following is a summary of property and equipment at cost, less accumulated

depreciation at:

	December 31, 2011			December 31, 2010
Tanning equipment	$	-		$	135,542
Computer and office equipment		-			14,690
Less: accumulated depreciation		-			(141,665)
	$	-		$	8,567

 Depreciation expense for the years ended December 31, 2011 and 2010 amounted to $593 and $2,641 respectively.

NOTE 3 - CAPITAL STOCK

Preferred Stock – The Company has authorized 10,000,000 shares of preferred stock, $.001 par value, with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors.  No shares are issued and outstanding at December 31, 2011 and December 31, 2010.

Common Stock – The Company has authorized 100,000,000 shares of common stock, $.001 par value.  In November 2004, in connection with its merger with Two Suns, the Company issued 600,000 shares of its previously authorized but unissued common stock.  The shares were issued for 100% of the members’ interest of Two Suns.  

During 2006 the Company issued, through a private placement, 40,200 shares for cash of $67,000 or approximately $1.67 per share.

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MCT HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

NOTE 3 - CAPITAL STOCK [Continued]

During 2007 the Company issued, through a private placement, 12,000 shares for cash of $20,000 or $1.67 per share.  

During 2008 the Company effected a three for one forward stock split making the total number of outstanding shares 640,200, at December 31, 2008. The financial statements have been restated for all periods presented, to reflect the stock split. The Company has 640,200 shares outstanding at December 31, 2011 and December 31, 2010.

During 2011 certain shareholders contributed additional capital to the Company in the amount of $170,625.

NOTE 4 - RELATED PARTY TRANSACTIONS

Management Compensation - The Company did not pay any compensation to its officers and directors during the periods ended December 31, 2011 and 2010.

Accounts Payable- The Company has no outstanding debt owed to officers, directors, and stockholders of the Company or entities related to them. During the year ended December 31, 2011 a shareholder cancelled accounts payable due to him in the amount of $79,193. This cancellation was shown as a capital contribution. At December 31, 2011 the payable was $0 and $75,006 at December 31, 2010.

Notes Payable- The Company has issued several promissory notes to officers, directors and shareholders of the Company or entities related to them.  The notes are unsecured, bear an interest rate of 7% per annum and are due and payable on demand.  At December 31, 2011, the accrued interest associated with the various notes was $0 and $120,281 at December 31, 2010. An officer and shareholder of the company cancelled notes payable in the amount of $243,191and the related accrued interest in the amount of $144,317. The cancellation was treated as a contribution to capital.

The Company has the following related party note payable obligations:

	December 31, 2011			December 31, 2010
Related Party notes payable due on demand accruing interest at 7% per annum	$	-		$	333,413
Total	$	-		$	333,413

Change in Control – On December 15, 2011 certain shareholders entered into an independent third party agreement to sell a majority of their stock. This sale created a change in control of the Company.

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MCT HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

NOTE 5 - INCOME TAXES

The Company accounts for income taxes in accordance with ASC Topic No. 740.  This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards.

Deferred tax assets are comprised of the following:

		December 31		December 31
		2011		2010
Deferred tax assets:
Depreciable assets		$             -		$       ( 47)
Net operating loss carryforward		9,322		53,037
Accounts Payable		631		41,457
Chartable Contribution Carryover		5		5
Less valuation allowance		(9,958)		(94,452)
		$            -		$             -
Recorded as follows:
Current asset		$                -		$             -
Current liability		-		-
		$               -		$             -

At December 31, 2011, the Company has a net operating loss carryover of approximately $48,000 available to offset future taxable income and which begins expiring in 2031. Due to a change in control of the Company in December 2011, the Company will not be able to utilize prior net operating loss carryovers. If there are future substantial changes in the Company’s ownership, there may be additional limitations on the amount of net operating loss carryovers that can be utilized.  

All tax years starting with 2008 are open for examination.

The amount and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company’s future earnings, and other future events, the effects of which cannot be determined.  At December 31, 2011, the Company has recorded a valuation allowance of approximately $10,000 to fully offset the deferred tax asset. The reduction in the valuation allowance for the period ended December 31, 2011 is approximately $84,500.

The reconciliation of the provision for income taxes computed at the U.S. federal statutory tax rate to the Company’s effective tax rate for the period ended December 31, 2011 and 2010 is as follows:

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MCT HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

NOTE 5 – INCOME TAXES [Continued]

		December 31,
		2011		2010
Federal provision at statutory rate		15.00%		15.00%
State income tax net of federal tax benefit		4.25		4.25
Cancellation of related party accruals		(43.99)		-
Limitation of prior NOL carryovers		(62.35)		-
Other		.71		.63
Change in valuation allowance		86.38		(19.88)
Effective tax rate		0.00%		0.00%

NOTE 6 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company has not yet been successful in establishing profitable operations.  This factor raises substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock.  There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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MCT HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

NOTE 7 - LOSS PER SHARE

The following data shows the amounts used in computing loss per share:

		For the Years Ended
		December 31,
		2011		2010
Loss from continuing operations (numerator)		$    (39,983)		$                 -
Loss from discontinued operations (numerator)		$    (49,857)		$  (107,749)
Gain (Loss) on disposal of discontinued operations (numerator)		$      (7,974)		$                 -
Loss available to common shareholders (numerator)		$    (97,814)		$  (107,749)
Weighted average number of common
shares outstanding used in loss per
share for the period (denominator)		640,200		640,200

Diluted loss per share was not presented, as the Company had no common stock equivalent shares for all periods presented that would affect the computation of diluted loss per share.

NOTE 8 – DISCONTINUED OPERATIONS

On March 8, 2011, the Company discontinued its tanning salon operations, and retained assets to restructure its operating business to the purchase and sale of tanning equipment.  The Company decided to discontinue its tanning salon because of continuing losses and decreases in revenues, and to pursue other opportunities. Operations of the tanning salon have been reclassified in the statements of operations for all periods presented.  The following is a summary of the results of operations of the discontinued tanning salon business:

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MCT HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

NOTE 8 – DISCONTINUED OPERATIONS [Continued]

	Years Ended December 31,
	2011			2010
Revenue	$	6,832		$	35,783
General and administrative		(37,500)			(118,881)
Depreciation Expense		(593)			(2,641)
Interest Expense		(23,007)			(22,010)
Forgiveness of Debt Income		4,411			-
Gain (Loss) on Disposal of Assets of discontinued operations		(7,974)			-
Net income (loss)	$	(57,831)		$	(107,749)

NOTE 9 – INVENTORY

Inventories, consisting primarily of tanning beds and tanning equipment, are stated at the lower of cost or market, with cost determined using primarily specific identification.

On March 8, 2011 after discontinuing the tanning salon operations, the assets were moved into the Company’s new operation which consists of the sales of new and used tanning equipment. The equipment moved into inventory consisted of 8 tanning beds with a historical cost of $72,977 that have been fully depreciated.

On June 30, 2011, upon evaluating the assets moved into the Company’s inventory, the Company determined the items were unsellable and disposed of or sold all items, not mentioned in the following paragraph.

As of December 31, 2011, 3 tanning booths remained in inventory with a historical value of $1,150. As of December 31, 2010 the Company had no inventory.

NOTE 10 – OPERATING LEASE

Rental Agreement – The Company entered into an office lease for 1,614 square feet that expires July 31, 2012. The lease provides for a five year renewal option. Rent expense for the years ended December 31, 2011 and 2010 was $11,198 and $16,409, respectively. During 2011 this lease was terminated. In December of 2011 the Company entered into a Settlement Agreement with the lessor wherein the lease payable of $15,841 was settled for $5,000 creating forgiveness of debt income of $10,841.

NOTE 11 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued, and determined there are no events to disclose.

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ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None; not applicable.

ITEM 9A:  CONTROLS AND PROCEDURES

Our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report.  Based on that evaluation, our President and Treasurer concluded that our disclosure controls and procedures as of the end of the period covered by the Annual Report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President and Treasurer, as appropriate to allow timely decisions regarding disclosure.  A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).  Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management, with the participation of the President and Treasurer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2011.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework.  Based on this evaluation, our management, with the participation of the President and Treasurer, concluded that, as of December 31, 2011, our internal control over financial reporting was effective.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting.

ITEM 9B:  OTHER INFORMATION

None, not applicable.

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PART III

ITEM 10:  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identification of Directors and Executive Officers

Our executive officers and directors and their respective ages, positions and biographical information are set forth below.

Name	Positions Held	Date of Election or Designation	Date of Termination or Resignation
Travis T. Jenson	President Director	December 15, 2011	*
Lindsey Hailstone	Secretary, Treasurer and Director	October 29, 2004	*

*  

Presently serve in the capacities indicated.

Background and Business Experience

Travis T. Jenson, President and Director.  Mr. Jenson is 39 years old.  He graduated with honors from Westminster College in Salt Lake City, Utah, in 1995, with a B.S. degree.  Since January of 1996, Mr. Jenson has worked for Jenson Services, Inc., a Utah corporation and business and financial consulting firm (“Jenson Services”).  Mr. Jenson has also served on the boards of directors of a number of publicly and privately held companies.  Mr. Jenson is the President and a director of Jenson Services.

Lindsey Hailstone, Secretary, Treasurer and Director.  Ms. Hailstone is 28 years of age.  She earned her high school diploma from Spanish Fork High School in May of 2001, where she graduated with honors.  From August, 2001, until April, 2002, Ms. Hailstone was enrolled in general education courses at Southern Virginia University, in Buena Vista, VA. Lindsey was the manager of Willow Creek Fitness Center, in Sandy, Utah from May, 2002, until February, 2006; from February of 2005 to the present, she has served as Manager of Malibu; and from March, 2006, until present she has worked for Global Medical Staffing of Salt Lake City, Utah, recruiting doctors to work overseas in temporary positions.

Significant Employees

We do not employ any non-officers who are expected to make a significant contribution to our business.

Family Relationships

There are no family relationships between our directors and executive officers.

Involvement in Other Public Companies Registered Under the Exchange Act

Travis T. Jenson is also the President and a director of TC X Calibur, Inc., a Nevada corporation, which is a “reporting issuer” under Section 13 of the Exchange Act and a director in City Media, Inc., a Utah corporation, which is also a “reporting issuer” under Section 13 of the Exchange Act.  

Involvement in Certain Legal Proceedings

During the past ten years, no director, promoter or control person:

·

has filed a petition under federal bankruptcy laws or any state insolvency laws, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

·

was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic

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violations and other minor offenses);

·

was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from or otherwise limiting the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

Engaging in any type of business practice; or

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

·

was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in the preceding bullet point, or to be associated with persons engaged in any such activity;

·

was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

·

was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

·

was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

any Federal or State securities or commodities law or regulation; or

any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

any law or regulation prohibiting mail or wire fraud in connection with any business activity; or

·

was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Promoters and control person.

See the heading “Transactions with Related Persons” below of Part III, Item 12.

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Compliance with Section 16(a) of the Exchange Act

Our common stock is registered under the Exchange Act, and therefore the officers, directors and holders of more than 10% of our outstanding common stock are subject to the provisions of Section 16(a) thereof, which requires each to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities.  Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.  All reports required to be filed under Section 16(a) have been filed for the years ended December 31, 2011 and 2010.

Code of Ethics

We adopted a Code of Ethics for our principal executive and financial officers on or about March 30, 2009. Our Code of Ethics was filed as an Exhibit to our Annual Report on Form 10-K of the SEC for the year ended December 31, 2008, in Part IV, Item 15.

Corporate Governance

Nominating Committee

We have not established a Nominating Committee because we have only two directors and executive officers, and we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.

If we do establish a Nominating Committee, we will disclose this change to our procedures in recommending nominees to our board of directors.

Audit Committee

We have not established an Audit Committee because we have only two directors and executive officers and our business operations are conducted in one facility. We believe that we are able to effectively manage the issues normally considered by an Audit Committee.

If we do establish an Audit Committee, we will disclose this change to our procedures in recommending nominees to our board of directors.

ITEM 11:  EXECUTIVE COMPENSATION

Management Compensation

During the past three years, no director or executive officer has received any compensation for services rendered.  

Outstanding Equity Awards

During the past three years, no director or executive officer or any other person has been granted any stock option, pension, incentive or equity award or any similar award.

Compensation of Directors

During the past three years, no director or executive officer has received any compensation for services rendered.  

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ITEM 12:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners

The following tables set forth the share holdings of those persons who were principal shareholders owning 5% of more  of our common stock as of the date of this Annual Report.

Ownership of Principal Shareholders

Title Of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner(1)	Percent of Class
Common Stock	Travis T. Jenson 4685 S. Highland Drive, Suite #202 SLC, UT 84117	168,550 shares(1)(2)(3)	26.3%
Common Stock	Lisa J. Howells 9706 Ruskin Circle, Sandy, UT 84092	168,550 shares(1)(2)(4)	26.3%
Common Stock	Leonard W. Burningham, Esq. 455 East 500 South, Suite 205 Salt Lake City, Utah 84111	124,800 shares(1)(5)	19.49%
Total		461,900 shares	85.10%

(1)

Includes shares that any beneficial owner has the right to acquire within 60 days, from options, warrants, rights, conversion privilege or similar obligations.

(2)

These shares were as described under the heading “Change in Control” of the heading “Material Developments in 2011” of the caption “Business Development” of Item 1. Business.

(3)

These shares include 150 shares that are owned by Mr. Jenson’s wife and which can be deemed to be beneficially owned by Mr. Jenson.

(4)

These shares include 300 shares which are held in a partnership of which Ms. Howells is the general partner.

(5)

These shares include 4,800 shares that are owned by Mr. Burningham’s wife and son and which can be deemed to be beneficially owned by Mr. Burningham.  Mr. Burningham disaffirms that he is an “affiliate” of the Company.

Security Ownership of Management

The following table sets forth the share holdings of our directors and executive officers as of the date of this Annual Report:

Ownership of Officers and Directors

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner(1)	Percent of Class
Common Stock	Travis T. Jenson 4685 S. Highland Drive, Suite #202 SLC, UT 84117	168,550 shares(2)	26.3%
Common Stock	Lindsey Hailstone 2624 Canterbury Lane SLC, UT 84121	5,000 shares	.0078%
Total		173,550 shares	27.1%

(1)

Includes shares that any beneficial owner has the right to acquire within 60 days, from options, warrants, rights, conversion privilege or similar obligations.

 (2)

These shares include 150 shares that are owned by Mr. Jenson’s wife and which can be deemed to be beneficially owned by Mr. Jenson.

Changes in Control

On December 15, 2011, Travis T. Jenson and Lisa J. Howells acquired 336,200 shares or approximately 65.6% of our outstanding common stock, 168,100 shares each, from two of our directors and executive officers.  The total purchase price of the shares was $214,500, paid from the respective personal resources of Mr. Jenson and Ms. Howells.  The Stock Purchase Agreement regarding this purchase and sale required the settlement and payment of all of our debts, amounting to $627,472 at September 30, 2011, out of the purchase price, with indemnification of us and the purchasers from and against any such liabilities.  $25,000 of the purchase price was also reserved for payment of any of our additional expenses through December 31, 2011, and to pay all accounting, auditing and related expenses required for this Annual Report. Travis T. Jenson became our President and a director on closing, with one of our directors and executive officers resigning and one continuing.  Additional information about this change in control can be found in our 8-K Current Report dated December 15, 2011, which was filed with the SEC on December 15, 2011, and in Part III, Item 13.

Securities Authorized for Issuance under Equity Compensation Plans

Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)
	(a)	(b)	(c)
Equity compensation plans approved by security holders	None	None	None
Equity compensation plans not approved by security holders	None	None	None
Total	None	None	None

ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE

Transactions with Related Persons

Except as indicated below, there were no material transactions, or series of similar transactions, during our last two fiscal years, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.

During the year ended December 31, 2011, expenses were paid by our former President, a director and a principal shareholder, David C. Merrell, in the amount of $33,076, and during the year ended December 31, 2010, additional expenses paid by Mr. Merrell totaled $49,692. The aggregate amount of $0 is outstanding as of December 31, 2011.  On or about December 15, 2011, as described in the heading “Change in Control” of Part III, Item 12, above, Mr. Merrell cancelled notes payable by us in the amount of $243,191 and the related accrued interest in the amount of $144,317.  The cancellation of these notes payable was treated as a contribution to capital.  $25,000 of the purchase price payable to Mr. Merrell under the Stock Purchase Agreement regarding the change in control was also reserved for payment of any of our additional expenses through December 31, 2011, and to pay all accounting, auditing and related expenses required for

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this Annual Report. $4,000 was also contributed to the capital of our new Utah wholly-owned subsidiary by Mr. Merrell, who acts as an independent consultant in connection with the purchase, sale and marketing of our tanning equipment. Mr. Merrell is not a shareholder of the Utah wholly-owned subsidiary.

Promoters and Certain Control Persons

See the heading “Transactions with Related Persons” above.

Parents of the Smaller Reporting Company

We have no parents.

Director Independence

We do not have any independent directors serving on our Board of Directors.

ITEM 14:  PRINCIPAL ACCOUNTING FEES AND SERVICES

The following is a summary of the fees billed to us by our principal accountants during the fiscal years ended December 31, 2011, and 2010:

Fee Category		2011		2010
Audit Fees	$	14,300		$	14,000
Audit-related Fees	$	0		$	0
Tax Fees	$	0		$	0
All Other Fees	$	0		$	0
Total Fees	$	14,300		$	14,000

Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”

Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,“ “Audit-related fees,” and “Tax fees” above.

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

We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.

PART IV

ITEM 15:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1)(2)    Financial Statements.  See the audited financial statements for the year ended December 31, 2011, contained in Part II, Item 8, which are incorporated herein by this reference.

(a)(3)         Exhibits.  The following Exhibits are filed as part of this Annual Report:

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No.            Description

3.1	Articles of Merger between us and Two Suns, LLC, a Utah Limited Liability company**
3.2	Articles of Incorporation filed November 10, 2004**
3.3	Bylaws**
3.3a	Amended Bylaws***
10.1	Willow Creek Shopping Center Lease by and among Ream Fiesta Village, LTD, and Two Suns, L.L.C.*
10.2	First Amendment to Willow Creek Shopping Center Lease by and among Ream Fiesta Village, LTD, and Two Suns, L.L.C.*
10.3	Assignment
10.4	Lease Termination Agreement
14	Code of Ethics**
31.1	Certification of Principal Executive Officer as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Principal Executive and Financial Officer pursuant to 18 U.S.C section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document****
101.PRE.	XBRL Taxonomy Extension Presentation Linkbase Document****
101.LAB	XBRL Taxonomy Extension Label Linkbase Document****
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document****
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document****
101.SCH	XBRL Taxonomy Extension Schema Document****
*	Referenced only for additional information from our initially filed Form 10
**	Filed with our Annual Report for the year ended December 31, 2008
***	Filed with our Annual Report for the year ended December 31, 2010
****	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

MCT HOLDING CORPORATION

Date:	March 12, 2012		By:	/s/Travis T. Jenson
				Travis T. Jenson
				President and Director

Pursuant to the requirements of the Securities Exchange Act of 1934 this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

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MCT HOLDING CORPORATION

Date:	March 12, 2012		By:	/s/Travis T. Jenson
				Travis T. Jenson
				President and Director
Date:	March 12, 2012		By:	/s/Lindsey Hailstone
				Lindsey Hailstone
				Secretary/Treasurer and Director

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