`================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(MARK ONE)
|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the quarterly period ended March 31, 2007
                                       or
|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from           to
                                     -------     -------

                         Commission File Number 0-28536

                             ----------------------

                      NEW CENTURY EQUITY HOLDINGS CORP.
            (Exact name of registrant as specified in its charter)

                   DELAWARE                            74-2781950
        (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)           Identification Number)

 200 CRESCENT COURT, SUITE 1400, DALLAS, TEXAS            75201
   (Address of principal executive offices)            (Zip code)

                                 (214) 661-7488
              (Registrant's telephone number, including area code)

      Indicate by check mark whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. |X| Yes |_| No

      Indicate  by check mark  whether  the  registrant  is a large  accelerated
filer,  an accelerated  filer,  or a  non-accelerated  filer.  See definition of
"accelerated  filer and large  accelerated  filer" in Rule 12b-2 of the Exchange
Act.

Large Accelerated Filer |_|   Accelerated Filer |_|   Non-Accelerated Filer |X|

      Indicate  by check mark  whether  the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). |_| Yes |X| No

      Indicated  below is the number of shares  outstanding of the  registrant's
only class of common stock at May 15, 2007:

                                              Number of Shares
                       Title of Class            Outstanding
                -----------------------------    ----------
                Common Stock, $0.01 par value    53,883,872

--------------------------------------------------------------------------------




               NEW CENTURY EQUITY HOLDINGS CORP. AND SUBSIDIARIES

                                      INDEX

                                                                            PAGE
                                                                            ----

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Consolidated Balance Sheets - March 31, 2007 (Unaudited)
         and December 31, 2006..............................................  3

        Unaudited Condensed Consolidated Statements of Operations - For the
         Three Months ended March 31, 2007 and 2006.........................  4

        Unaudited Condensed Consolidated Statements of Cash Flows - For the
         Three Months ended March 31, 2007 and 2006.........................  5

        Notes to Unaudited Interim Condensed Consolidated Financial
         Statements.........................................................  6

Item 2. Management's Discussion and Analysis of Financial Condition and
         Results of Operations.............................................. 12

Item 3. Quantitative and Qualitative Disclosures about Market Risk.......... 14

Item 4. Controls and Procedures............................................. 14

PART II OTHER INFORMATION

Item 1. Legal Proceedings................................................... 15

Item 1A Risk Factors ....................................................... 17

Item 6. Exhibits............................................................ 17

SIGNATURE................................................................... 18


                                       2


                                 PART I FINANCIAL INFORMATION

                                 ITEM 1. FINANCIAL STATEMENTS

                      NEW CENTURY EQUITY HOLDINGS CORP. AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED BALANCE SHEETS
                               (In thousands, except share data)

                                                                         March 31,        December 31,
                                                                           2007               2006
                                                                      --------------     --------------
                                                                        (Unaudited)

                                     ASSETS

Current assets:
  Cash and cash equivalents ..........................................   $ 12,355           $ 12,319
  Insurance receivable and other assets ..............................        298                368
Settlement fund receivable ...........................................       --                3,200
                                                                         --------           --------

   Total current assets ..............................................     12,653             12,687

Property and equipment, net ..........................................          2               --
Revenue interest .....................................................        803                803
                                                                         --------           --------

     Total assets ....................................................   $ 13,458           $ 13,490
                                                                         ========           ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable ...................................................   $      5           $     13
  Accrued liabilities ................................................        150                161
                                                                         --------           --------

  Total current liabilities ..........................................        155                174

Commitments and contingencies
Stockholders' equity:
  Preferred stock, $0.01 par value, 10,000,000 shares authorized;
   no shares issued and outstanding ..................................       --                 --
  Common stock, $0.01 par value, 75,000,000 shares authorized;
   53,883,782 shares issued and outstanding ..........................        539                539
  Additional paid-in capital .........................................     75,340             75,340
  Accumulated deficit ................................................    (62,576)           (62,563)
                                                                         --------           --------
   Total stockholders' equity ........................................     13,303             13,316
                                                                         --------           --------

    Total liabilities and stockholders' equity .......................   $ 13,458           $ 13,490
                                                                         ========           ========

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


                                               3


              NEW CENTURY EQUITY HOLDINGS CORP. AND SUBSIDIARIES
          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)

                                                                  Three Months Ended
                                                                      March 31,
                                                           -------------------------------
                                                                2007             2006
                                                           --------------   --------------

Operating revenues ...................................        $   --           $     13

Operating expenses:
  General and administrative expenses ................             169               91
                                                              --------         --------

Operating loss .......................................            (169)             (78)

Other income (expense):

   Derivative settlement costs .......................            --               (600)
  Interest income ....................................             156              124
                                                              --------         --------

Total other income (expense), net ....................             156             (476)
                                                              --------         --------

Net loss .............................................             (13)            (554)


Preferred stock dividend .............................            --                (50)
                                                              --------         --------
Net loss applicable to common stockholders ...........        $    (13)        $   (604)
                                                              ========         ========


Basic and diluted net loss per common share:
  Net loss ...........................................        $  (0.00)        $  (0.02)

Weighted average common shares outstanding ...........          53,884           34,653
                                                              ========         ========

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


                                              4


              NEW CENTURY EQUITY HOLDINGS CORP. AND SUBSIDIARIES
          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

                                                                                Three Months Ended
                                                                                    March 31,
                                                                         -------------------------------
                                                                              2007             2006
                                                                         --------------   --------------
Cash flows from operating activities:
Net loss ............................................................      $    (13)         $   (554)
Adjustments  to reconcile  net loss to net cash  provided
 by (used in) operating activities:
 Changes in operating assets and liabilities:
  Decrease in accounts receivable ...................................          --                  20
  Decrease in prepaid and other assets ..............................            70               637
  Increase in settlement fund receivable ............................          --              (3,200)
  Decrease in accounts payable ......................................            (8)              (47)
  Decrease in accrued liabilities ...................................           (11)             (144)
  Increase in accrued settlement ....................................          --               3,200
                                                                           --------          --------
Net cash provided by (used in) operating activities .................            38               (88)

Cash flows from investing activities:
  Purchase of property and equipment ................................            (2)             --
  Purchase of revenue interest ......................................          --                (388)
                                                                           --------          --------
Net cash used in investing activities ...............................            (2)             (388)

Cash flows from financing activities ................................          --                --
                                                                           --------          --------

Net increase (decrease) in cash and cash equivalents ................            36              (476)
Cash and cash equivalents, beginning of period ......................        12,319            12,487
                                                                           --------          --------

Cash and cash equivalents, end of period ............................      $ 12,355          $ 12,011
                                                                           ========          ========

Supplemental disclosure of non-cash transactions:
    Preferred stock dividend ........................................      $   --          $     50

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


                                              5


               NEW CENTURY EQUITY HOLDINGS CORP. AND SUBSIDIARIES
                   NOTES TO THE INTERIM CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

      The interim condensed  consolidated  financial  statements included herein
have  been  prepared  by New  Century  Equity  Holdings  Corp.  ("NCEH"  or "the
Company") and subsidiaries without audit,  pursuant to the rules and regulations
of the Securities and Exchange Commission ("SEC"). Although, certain information
and footnote  disclosures  normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted  pursuant to those rules and regulations,
all adjustments  considered  necessary in order to make the financial statements
not misleading,  have been included. In the opinion of the Company's management,
the accompanying interim condensed consolidated financial statements reflect all
adjustments,  of a  normal  recurring  nature,  that  are  necessary  for a fair
presentation of the Company's financial position, results of operations and cash
flows  for  such  periods.  It  is  recommended  that  these  interim  condensed
consolidated  financial  statements be read in conjunction with the consolidated
financial  statements  and the notes thereto  included in the  Company's  Annual
Report on Form 10-K for the year ended December 31, 2006.  Results of operations
for the interim  periods are not  necessarily  indicative of results that may be
expected for any other interim periods or the full fiscal year.

NOTE 2. HISTORICAL OVERVIEW

      New Century Equity Holdings Corp. is a company in transition.  The Company
is currently seeking to redeploy its assets to enhance  stockholder value and is
seeking,  analyzing and evaluating potential  acquisition and merger candidates.
On October 5, 2005,  the Company  made an  investment  in ACP  Investments  L.P.
(d/b/a  Ascendant  Capital  Partners)  ("Ascendant").  Ascendant  is  a  Berwyn,
Pennsylvania  based  alternative  asset  management  company  whose  funds  have
investments  in long/short  equity funds and which  distributes  its  registered
funds primarily through various financial  intermediaries  and related channels.
The Company's  interest in Ascendant  currently  represents  the Company's  sole
operating business.

      The Company,  which was formerly known as Billing Concepts Corp.  ("BCC"),
was  incorporated  in the  state of  Delaware  in  1996.  BCC was  previously  a
wholly-owned  subsidiary of U.S. Long Distance  Corp.  ("USLD") and  principally
provided third-party billing  clearinghouse and information  management services
to the  telecommunications  industry (the  "Transaction  Processing and Software
Business").   Upon  its  spin-off   from  USLD,   BCC  became  an   independent,
publicly-held  company.  In October  2000,  the  Company  completed  the sale of
several wholly-owned  subsidiaries that comprised the Transaction Processing and
Software  Business  to  Platinum  Holdings  ("Platinum")  for  consideration  of
$49,700,000  (the "Platinum  Transaction").  The Company also received  payments
totaling  $7,500,000  for  consulting  services  provided to  Platinum  over the
twenty-four month period subsequent to the Platinum Transaction.

      Beginning in 1998, the Company made multiple investments in Princeton eCom
Corporation  ("Princeton") totaling approximately $77,300,000 before selling all
of its interest for $10,000,000 in June 2004. The Company's strategy,  beginning
with its investment in Princeton, of making investments in high-growth companies
was also facilitated through several other investments.


                                       6


      In early  2004,  the  Company  announced  that it would  seek  stockholder
approval to liquidate  the Company.  In June of 2004,  the board of directors of
the Company  determined  that it would be in the best interest of the Company to
accept an investment from Newcastle Partners, L.P. ("Newcastle"),  an investment
fund with a long track record of investing in public and private  companies.  On
June 18, 2004, the Company sold 4,807,692 newly issued shares of its Series A 4%
Convertible  Preferred  Stock (the "Series A Preferred  Stock") to Newcastle for
$5,000,000  (the  "Newcastle  Transaction").  The Series A  Preferred  Stock was
convertible into approximately thirty-five percent of the Company's common stock
(the "Common Stock"), at any time after the expiration of twelve months from the
date of its issuance at a conversion  price of $0.26 per share of Common  Stock,
subject to adjustment for dilution.  The holders of the Series A Preferred Stock
were  entitled  to  a  four  percent   annual  cash  dividend  (the   "Preferred
Dividends"). Following the investment by Newcastle, the management team resigned
and new executives and board members were appointed.  On July 3, 2006, Newcastle
converted its Series A Preferred Stock into 19,230,768 shares of Common Stock.

      During May 2005, the Company sold its equity interest in Sharps Compliance
Corp.  ("Sharps") for approximately  $334,000.  Following the sale of its Sharps
interest,  the Company no longer holds any investments made by former management
and which  reflected  former  management's  strategy of investing in high-growth
companies.

DERIVATIVE LAWSUIT

      On August 11, 2004,  Craig Davis,  allegedly a stockholder of the Company,
filed a lawsuit  in the  Chancery  Court of New  Castle  County,  Delaware  (the
"Lawsuit").  The Lawsuit asserted direct claims,  and also derivative  claims on
the Company's  behalf,  against five former and three  current  directors of the
Company.  On April 13, 2006, the Company  announced that it reached an agreement
with all of the  parties to the  Lawsuit to settle all claims  relating  thereto
(the  "Settlement").   On  June  23,  2006,  the  Chancery  Court  approved  the
Settlement,   and  on  July  25,   2006,   the   Settlement   became  final  and
non-appealable.  As part  of the  Settlement,  the  Company  set up a fund  (the
"Settlement  Fund"),  which was distributed to stockholders of record as of July
28, 2006,  with a payment date of August 11, 2006. The portion of the Settlement
Fund  distributed to  stockholders  pursuant to the Settlement was $2,270,017 or
approximately $.04 per common share on a fully diluted basis,  provided that any
Common Stock held by defendants  in the Lawsuit who were  formerly  directors of
the Company would not be entitled to any distribution  from the Settlement Fund.
The total  Settlement  proceeds  of  $3,200,000  were  funded  by the  Company's
insurance  carrier and by Parris H.  Holmes,  Jr.,  the  Company's  former Chief
Executive  Officer,  who  contributed  $150,000.  Also  included  in  the  total
Settlement proceeds is $600,000 of reimbursement for legal and professional fees
paid to the Company by its insurance carrier and subsequently contributed by the
Company to the  Settlement  Fund.  Therefore,  the Company  recognized a loss of
$600,000 related to the Lawsuit for the quarter ended March 31, 2006. As part of
the Settlement,  the Company and the other  defendants in the Lawsuit agreed not
to oppose the  request  for fees and  expenses  by counsel to the  plaintiff  of
$929,813.  Under  the  Settlement,  the  plaintiff,  the  Company  and the other
defendants (including Mr. Holmes) also agreed to certain mutual releases.

      The  Settlement  provides that, if the Company has not acquired a business
that generates  revenues by March 1, 2007, the plaintiff  maintains the right to
pursue a claim to liquidate the Company. This custodian claim was one of several
claims  asserted in the Lawsuit.  Even if such a claim is elected to be pursued,
there is no  assurance  that it will be  successful.  In  addition,  the Company
believes that it has preserved its right to assert that the Ascendant investment
meets the foregoing requirement to acquire a business.


                                       7


      In connection  with the resolution of the Lawsuit,  the Company has ceased
funding  of legal and  professional  fees of the  current  and  former  director
defendants.  The  funding of legal and  professional  fees was made  pursuant to
indemnification  arrangements  that were in place during the respective terms of
each of the defendants. The Company has met the $500,000 retention as stipulated
in the  Company's  directors'  and officers'  liability  insurance  policy.  The
directors' and officers'  liability  insurance policy carries a maximum coverage
limit of $5,000,000.  As of December 31, 2006, the Company recorded a receivable
from the insurance carrier of approximately  $300,000 for reimbursement of legal
and  professional  fees incurred in excess of the policy  retention,  net of the
$600,000  reimbursement  from the insurance  carrier as part of the  Settlement.
Based on  discussions  with the  insurance  carrier,  the  Company  reduced  the
receivable  by $50,000  during the  quarter  ended March 31,  2007.  The Company
believes its claims are valid and is currently negotiating a settlement with the
insurance carrier with respect to remaining unreimbursed amounts.

NOTE 3. STOCK BASED COMPENSATION

      During  the  quarter  ended  March  31,  2006,  the  Company  adopted  the
provisions  of  Statement  of  Financial   Accounting   Standards  No.   123(R),
"Share-Based  Payment"  (SFAS 123R) using the modified  prospective  application
transition method. Under this method,  previously reported amounts should not be
restated to reflect the provisions of SFAS 123R. SFAS 123R requires  measurement
of all employee  stock-based  compensation  awards using a fair-value method and
recording  of such expense in the  consolidated  financial  statements  over the
requisite service period.  Previously, the Company had applied the provisions of
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees"  (APB 25) and  related  interpretations  and  elected to utilize  the
disclosure  option of  Statement  of  Financial  Accounting  Standards  No. 123,
"Accounting for Stock-Based  Compensation"  (SFAS 123). The Company  recorded no
stock-based  compensation  expense under the fair-value  provisions of SFAS 123R
during  the  quarters  ended  March 31,  2007 and March 31,  2006.  The  Company
utilizes  stock-based  awards as a form of compensation for employees,  officers
and directors.

NOTE 4. REVENUE INTEREST

      On October 5, 2005, the Company  entered into an agreement (the "Ascendant
Agreement")  with Ascendant to acquire an interest in the revenues  generated by
Ascendant. Pursuant to the Ascendant Agreement, the Company is entitled to a 50%
interest,  subject to certain adjustments,  in the revenues of Ascendant,  which
interest  declines if the assets under  management  of Ascendant  reach  certain
levels.  Revenues  generated by  Ascendant  include  revenues  from assets under
management or any other sources or investments,  net of any agreed  commissions.
The Company  also agreed to provide  various  marketing  services to  Ascendant.
Steven J. Pully,  CEO of the Company,  was appointed to the Investment  Advisory
Committee of Ascendant.  The total  potential  purchase price under the terms of
the Ascendant  Agreement is $1,550,000,  payable in four equal  installments  of
$387,500.  The  first  installment  was  paid  at the  closing  and  the  second
installment  was paid on  January  5, 2006.  Subject  to the  provisions  of the
Ascendant Agreement,  including  Ascendant's  compliance with the terms thereof,
the third  installment  was payable on April 5, 2006 and the fourth  installment
was payable on July 5, 2006. On April 5, 2006,  the Company  elected not to make
the  April  installment  payment  and  subsequently  determined  not to make the
installment payment due July 5, 2006.


                                       8


      Subject to the terms of the Ascendant  Agreement,  if the Company does not
make an  installment  payment and  Ascendant  is not in breach of the  Ascendant
Agreement,  Ascendant has the right to acquire the Company's revenue interest at
a price which would yield a 10%  annualized  return to the Company.  The Company
has been  notified by Ascendant  that  Ascendant is  exercising  this right as a
result of the  Company's  election not to make its third and fourth  installment
payments.  The Company  believes that  Ascendant has not satisfied the requisite
conditions to repurchase the Company's revenue interest.

      Ascendant had assets under  management of  approximately  $27,700,000  and
$27,100,000 as of March 31, 2007 and December 31, 2006, respectively.  Under the
Ascendant  Agreement,  revenues earned by the Company from the Ascendant revenue
interest (as determined in accordance with the terms of the Ascendant Agreement)
are  payable  in cash  within 30 days after the end of each  quarter.  Under the
terms of the Ascendant Agreement,  Ascendant has 45 days following notice by the
Company to cure any material  breach by Ascendant  of the  Ascendant  Agreement,
including  with  respect to payment  obligations.  Ascendant  failed to make the
required  revenue  sharing  payments  for the  quarters  ended  June  30,  2006,
September  30, 2006 and  December  31, 2006 in a timely  manner and did not cure
such failures within the required 45 day period.  In addition  Ascendant has not
made the payment for the quarter  ended March 31,  2007.  Under the terms of the
Ascendant  Agreement,  upon notice of an uncured material  breach,  Ascendant is
required to fully  refund all amounts  paid by the  Company,  and the  Company's
revenue interest remains outstanding.

      The Company has not recorded any revenue or  corresponding  receivable for
revenue sharing payments for the quarters ended September 30, 2006, December 31,
2006 and March 31, 2007. According to the Agreement with Ascendant, if Ascendant
acquires the revenue interest from the Company, Ascendant must pay the Company a
return on the capital that it invested.  Pursuant to the Agreement, the required
return will not be impacted by any payments not made by Ascendant.

      In connection with the Ascendant Agreement,  the Company also entered into
the Principals  Agreement with  Ascendant and certain  limited  partners and key
employees of Ascendant (the  "Principals  Agreement")  pursuant to which,  among
other  things,  the  Company  has the  option to  purchase  limited  partnership
interests of Ascendant under certain circumstances. Effective March 14, 2006, in
accordance with the terms of the Principals Agreement, the Company acquired a 7%
limited  partnership  interest  from a limited  partner of Ascendant for nominal
consideration.   The  Principals   Agreement  contains  certain  noncompete  and
nonsolicitation obligations of the partners of Ascendant that apply during their
employment and the twelve month period following the termination thereof.


NOTE 5. COMMITMENTS AND CONTINGENCIES

      In October 2000, the Company completed the Platinum Transaction. Under the
terms of the  Platinum  Transaction,  all leases and  corresponding  obligations
associated with the Transaction Processing and Software Business were assumed by
Platinum.  Prior  to  the  Platinum  Transaction,  the  Company  guaranteed  two
operating leases for office space of the divested companies.  The first lease is
related to office space located in San Antonio,  Texas, and expired in 2006. The
second lease is related to office space located in Austin, Texas, and expires in


                                       9


2010.  Under the  original  terms of the second  lease,  the  remaining  minimum
undiscounted rent payments total approximately  $3,901,000 at March 31, 2007. In
conjunction  with the Platinum  Transaction,  Platinum  agreed to indemnify  the
Company should the underlying operating companies not perform under the terms of
the office  leases.  The  Company  can  provide no  assurance  as to  Platinum's
ability, or willingness,  to perform its obligations under the  indemnification.
The Company does not believe it is probable  that it will be required to perform
under the  remaining  lease  guarantee  and,  therefore,  no liability  has been
accrued in the Company's financial statements.

      Pursuant  to the sale of  4,807,692  newly  issued  shares of the Series A
Preferred  Stock to Newcastle on June 18, 2004,  the Company agreed to indemnify
Newcastle  from any  liability,  loss or  damage,  together  with all  costs and
expenses related thereto that the Company may suffer which arises out of affairs
of the Company,  its board of directors or employees prior to the closing of the
Newcastle Transaction.

      On December 12, 2005, the Company received a letter from the SEC, based on
a review of the Company's  Form 10-K filed for the year ended December 31, 2004,
requesting  that the  Company  provide a written  explanation  as to whether the
Company is an  "investment  company" (as such term is defined in the  Investment
Company Act of 1940).  The Company provided a written response to the SEC, dated
January 12, 2006,  stating the reasons why it believes it is not an  "investment
company". The Company has provided certain confirmatory information requested by
the SEC. In the event the SEC or a court took the  position  that the Company is
an  investment  company,  the  Company's  failure to register  as an  investment
company would not only raise the  possibility  of an  enforcement or other legal
action by the SEC and potential fines and penalties, but also could threaten the
validity of corporate  actions and contracts  entered into by the Company during
the period it was deemed to be an unregistered  investment company,  among other
remedies.

      During  February 2006, the Company entered into an agreement with a former
employee to settle a dispute over a severance agreement the employee had entered
into with the Company.  The  severance  agreement,  which was executed by former
management,  provided for a payment of approximately $98,000 upon the occurrence
of certain events. The Company paid  approximately  $85,000 to settle all claims
associated with the severance agreement.

      During May 2006, the Company entered into an agreement to settle a dispute
with a law firm that had  previously  been hired by the Company.  In  accordance
with the terms of the  agreement,  the  Company  received  a refund of legal and
professional  fees of $125,000  during May 2006. In connection with this matter,
the  Company  reversed  accrued  legal and  professional  fees of  approximately
$38,000 during the quarter ended March 31, 2006.

NOTE 6. RELATED PARTY TRANSACTIONS

      In June 2004, in connection with the Newcastle Transaction,  Mark Schwarz,
Chief  Executive  Officer and Chairman of  Newcastle  Capital  Management,  L.P.
("NCM"),  Steven J. Pully,  President of NCM, and John Murray,  Chief  Financial
Officer of NCM,  assumed  positions  as Chairman of the Board,  Chief  Executive
Officer and Chief Financial  Officer,  respectively,  of the Company.  Mr. Pully
receives an annual salary of $150,000 as Chief Executive Officer of the Company.
NCM is the general partner of Newcastle,  which owns 19,380,768 shares of Common
Stock of the Company.


                                       10


      The Company's corporate headquarters are currently located at 200 Crescent
Court, Suite 1400,  Dallas,  Texas 75201, which are also the offices of NCM. The
Company occupies a portion of NCM space on a month-to-month basis for $2,500 per
month, pursuant to a services agreement entered into between the parties. NCM is
the general  partner of  Newcastle.  The Company also  receives  accounting  and
administrative  services from  employees of NCM at market rates pursuant to such
agreement.

NOTE 7. SHARE CAPITAL

      On July 10, 2006, the Company entered into a stockholders rights plan (the
"Rights Plan") that replaced the Company's  stockholders  rights plan dated July
10, 1996 (the "Old Rights Plan") that expired according to its terms on July 10,
2006.  The Rights Plan  provides for a dividend  distribution  of one  preferred
share purchase right (a "Right") for each outstanding share of Common Stock. The
dividend was payable on July 10, 2006 to the Company's stockholders of record at
the close of business on that date (the "Record Date").  The terms of the Rights
and the Rights  Plan are set forth in a Rights  Agreement,  dated as of July 10,
2006, by and between New Century Equity  Holdings Corp. and The Bank of New York
Trust Company, N.A., as Rights Agent.

      The  Company's  Board of  Directors  adopted  the  Rights  Plan to protect
stockholder value by protecting the Company's ability to realize the benefits of
its net operating loss carryforwards ("NOLs") and capital loss carryforwards. In
general terms, the Rights Plan imposes a significant  penalty upon any person or
group that acquires 5% or more of the outstanding Common Stock without the prior
approval of the Company's Board of Directors.  Stockholders  that own 5% or more
of the  outstanding  Common Stock as of the close of business on the Record Date
may acquire up to an  additional  1% of the  outstanding  Common  Stock  without
penalty  so long as they  maintain  their  ownership  above  the 5% level  (such
increase  subject to downward  adjustment by the Company's Board of Directors if
it determines that such increase will endanger the availability of the Company's
NOLs and/or its capital loss carryforwards). In addition, the Company's Board of
Directors has exempted  Newcastle,  the Company's largest  stockholder,  and may
exempt  any  person  or group  that  owns 5% or more if the  Board of  Directors
determines  that  the  person's  or  group's  ownership  will not  endanger  the
availability  of the  Company's  NOLs and/or its capital loss  carryforwards.  A
person or group that  acquires  a  percentage  of Common  Stock in excess of the
applicable  threshold  is called an  "Acquiring  Person."  Any Rights held by an
Acquiring  Person  are void and may not be  exercised.  The  Company's  Board of
Directors  authorized  the  issuance of one Right per each share of Common Stock
outstanding  on the Record Date.  If the Rights become  exercisable,  each Right
would allow its holder to purchase from the Company one one-hundredth of a share
of the Company's Series A Junior Participating  Preferred Stock, par value $0.01
(the "Preferred  Stock"),  for a purchase price of $10.00. Each fractional share
of Preferred Stock would give the stockholder  approximately  the same dividend,
voting  and  liquidation  rights  as does one share of  Common  Stock.  Prior to
exercise,  however,  a Right does not give its holder  any  dividend,  voting or
liquidation rights.

      The Company has never  declared or paid any cash  dividends  on its Common
Stock. Approximately $2,270,017 was distributed to certain stockholders pursuant
to the  Settlement  in August  2006 (See  Note 2). On June 30,  2006,  Newcastle
elected to receive Preferred Dividends in cash for the period from June 19, 2005
through June 30, 2006.


                                       11


ITEM 2.

      THIS  QUARTERLY  REPORT ON FORM 10-Q  CONTAINS  CERTAIN  "FORWARD-LOOKING"
STATEMENTS AS SUCH TERM IS DEFINED IN THE PRIVATE  SECURITIES  LITIGATION REFORM
ACT OF 1995 AND INFORMATION  RELATING TO THE COMPANY AND ITS  SUBSIDIARIES  THAT
ARE BASED ON THE BELIEFS OF THE COMPANY'S MANAGEMENT AS WELL AS ASSUMPTIONS MADE
BY AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY'S MANAGEMENT. WHEN USED IN
THIS  REPORT,  THE  WORDS  "ANTICIPATE",  "BELIEVE",  "ESTIMATE",  "EXPECT"  AND
"INTEND" AND WORDS OR PHRASES OF SIMILAR  IMPORT,  AS THEY RELATE TO THE COMPANY
OR  ITS   SUBSIDIARIES   OR  COMPANY   MANAGEMENT,   ARE  INTENDED  TO  IDENTIFY
FORWARD-LOOKING   STATEMENTS.   SUCH  STATEMENTS   REFLECT  THE  CURRENT  RISKS,
UNCERTAINTIES  AND  ASSUMPTIONS  RELATED TO CERTAIN FACTORS  INCLUDING,  WITHOUT
LIMITATION,  COMPETITIVE FACTORS, GENERAL ECONOMIC CONDITIONS, THE INTEREST RATE
ENVIRONMENT,  GOVERNMENTAL REGULATION AND SUPERVISION,  SEASONALITY,  CHANGES IN
INDUSTRY  PRACTICES,  ONETIME EVENTS AND OTHER FACTORS  DESCRIBED  HEREIN AND IN
OTHER FILINGS MADE BY THE COMPANY WITH THE SECURITIES  AND EXCHANGE  COMMISSION.
BASED  UPON  CHANGING  CONDITIONS,  SHOULD  ANY ONE OR MORE OF  THESE  RISKS  OR
UNCERTAINTIES MATERIALIZE, OR SHOULD ANY UNDERLYING ASSUMPTIONS PROVE INCORRECT,
ACTUAL RESULTS MAY VARY MATERIALLY  FROM THOSE DESCRIBED  HEREIN AS ANTICIPATED,
BELIEVED, ESTIMATED, EXPECTED OR INTENDED. THE COMPANY DOES NOT INTEND TO UPDATE
THESE FORWARD-LOOKING STATEMENTS.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
GENERAL

      The  following  is  a  discussion  of  the  interim  unaudited   condensed
consolidated  financial  condition  and  results of  operations  for New Century
Equity  Holdings  Corp.  and  subsidiaries  for the three months ended March 31,
2007.  It should be read in  conjunction  with the Unaudited  Interim  Condensed
Consolidated  Financial  Statements of the Company,  the notes thereto and other
financial  information  included  elsewhere  in this report,  and the  Company's
Annual Report on Form 10-K for the year ended December 31, 2006.

RESULTS OF OPERATIONS

GENERAL AND ADMINISTRATIVE EXPENSES

      General and  administrative  ("G&A")  expenses are  comprised of all costs
incurred  in direct  support of the  business  operations  of the  Company.  G&A
expenses  increased  by $78,000,  or 86%, to  $169,000,  during the three months
ended March 31,  2007,  as compared to the three  months  ended March 31,  2006.
Based on recent discussions with the insurance carrier,  the Company reduced the
insurance  receivable by $50,000 during the quarter ended March 31, 2007.  Also,
the  Company  reversed  accrued  legal and  professional  fees of  approximately
$38,000 during the quarter ended March 31, 2006 in accordance  with the terms of
an agreement to settle a dispute with a law firm that had previously  been hired
by the Company.

INTEREST INCOME

      Interest  income  increased by $32,000,  or 26%, to  $156,000,  during the
three months  ended March 31, 2007,  as compared to the three months ended March
31, 2006.  This  increase was  attributable  to higher  yields on cash  balances
available for short-term investment.


                                       12


DERIVATIVE SETTLEMENT COSTS

      On April 13, 2006, the Company announced that it reached an agreement with
all of the parties to the  Lawsuit to settle all claims  relating  thereto.  The
total Settlement  proceeds of $3,200,000 were funded by the Company's  insurance
carrier and by Parris H. Holmes,  Jr.,  the  Company's  former  Chief  Executive
Officer, who contributed $150,000.  Included in the total Settlement proceeds is
$600,000 of  reimbursement  for legal and  professional  fees  submitted  to the
Company's insurance carrier.  The Company contributed the $600,000 of reimbursed
legal and professional fees to the Settlement Fund and, therefore,  recognized a
loss of $600,000  related to the Lawsuit for the quarter  ended March 31,  2006.
See Part II, Item 1. "Legal Proceedings."

LIQUIDITY AND CAPITAL RESOURCES

      The Company's  cash balance  increased to  $12,355,000  at March 31, 2007,
from  $12,319,000  at December 31, 2006.  The increase  resulted  from  interest
income of approximately $156,000 offset by cash funding of G&A expenses incurred
during the quarter ended March 31, 2007.

      In connection  with the resolution of the Lawsuit,  the Company has ceased
funding  of legal and  professional  fees of the  current  and  former  director
defendants.  The  funding of legal and  professional  fees was made  pursuant to
indemnification  arrangements  that were in place during the respective terms of
each of the defendants. The Company has met the $500,000 retention as stipulated
in the  Company's  directors'  and officers'  liability  insurance  policy.  The
directors' and officers'  liability  insurance policy carries a maximum coverage
limit of $5,000,000.  As of December 31, 2006, the Company recorded a receivable
from the insurance carrier of approximately  $300,000 for reimbursement of legal
and  professional  fees incurred in excess of the policy  retention,  net of the
$600,000  reimbursement  from the insurance  carrier as part of the  Settlement.
Based  on  discussions  with the  insurance  carrier  the  Company  reduced  the
receivable  by $50,000  during the  quarter  ended March 31,  2007.  The Company
believes its claims are valid and is currently negotiating a settlement with the
insurance carrier with respect to remaining unreimbursed amounts.

      During the next 12 months,  the Company's  operating cash requirements are
expected  to  consist  principally  of  funding  corporate  expenses,  the costs
associated with  maintaining a public company and expenses  incurred in pursuing
the Company's  business plan.  Additionally,  the total potential purchase price
under the terms of the Ascendant Agreement was $1,550,000, payable in four equal
installments of $387,500.  Subject to the provisions of the Ascendant Agreement,
the third  installment  was payable on April 5, 2006 and the fourth  installment
was payable on July 5, 2006. On April 5, 2006,  the Company  elected not to make
the  April  installment  payment  and  subsequently  determined  not to make the
installment  payment  due July 5, 2006.  Subject  to the terms of the  Ascendant
Agreement,  if the Company does not make an installment payment and Ascendant is
not in breach of the Ascendant Agreement, Ascendant has the right to acquire the
Company's  revenue interest at a price which would yield a 10% annualized return
to the Company.  The Company has been  notified by Ascendant  that  Ascendant is
exercising  this  right as a result of the  Company's  election  not to make its
third and fourth installment  payments.  The Company believes that Ascendant has
not  satisfied the requisite  conditions  to  repurchase  the Company's  revenue
interest,  including as a result of Ascendant's failure to make required revenue
sharing  payments for the  quarters  ended June 30,  2006,  September  30, 2006,
December 31, 2006 and March 31, 2007,  and at this time the Company  believes it
is not obligated to make the third and fourth installment payments to Ascendant.


                                       13


       As part of the  parties'  discussions  regarding  non-payment  of amounts
under the  Ascendant  Agreement  by each  party,  the  Company  has  proposed an
amendment that would permit  Ascendant to temporarily  defer certain payments to
the Company,  including the payments owed in respect of the quarters  ended June
30, 2006,  September 30, 2006, December 31, 2006 and March 31, 2007. There is no
assurance  that  an  amendment  will  be  effected  on such  terms  or that  any
resolution of the foregoing matter will be reached. The Company expects to incur
additional  operating  losses  through fiscal 2007 which will continue to have a
negative impact on liquidity and capital resources.

LEASE GUARANTEES

      In October 2000, the Company completed the Platinum Transaction. Under the
terms of the  Platinum  Transaction,  all leases and  corresponding  obligations
associated with the Transaction Processing and Software Business were assumed by
Platinum.  Prior  to  the  Platinum  Transaction,  the  Company  guaranteed  two
operating leases for office space of the divested companies.  The first lease is
related to office space located in San Antonio,  Texas, and expired in 2006. The
second lease is related to office space located in Austin, Texas, and expires in
2010.  Under the  original  terms of the second  lease,  the  remaining  minimum
undiscounted rent payments total approximately  $3,901,000 at March 31, 2007. In
conjunction  with the Platinum  Transaction,  Platinum  agreed to indemnify  the
Company should the underlying operating companies not perform under the terms of
the office  leases.  The  Company  can  provide no  assurance  as to  Platinum's
ability, or willingness,  to perform its obligations under the  indemnification.
The Company does not believe it is probable  that it will be required to perform
under the  remaining  lease  guarantee  and,  therefore,  no liability  has been
accrued in the Company's financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The  Company  is exposed  to  interest  rate risk  primarily  through  its
portfolio of cash equivalents and short-term marketable securities.  The Company
does not believe that it has  significant  exposure to market  risks  associated
with  changing  interest  rates as of  March  31,  2007  because  the  Company's
intention is to maintain a liquid portfolio. The Company has not used derivative
financial instruments in its operations.

ITEM 4. CONTROLS AND PROCEDURES

      Disclosure controls are procedures that are designed with the objective of
ensuring  that  information  required to be disclosed in the  Company's  reports
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), such
as this  Form  10-Q,  is  reported  in  accordance  with  the  rules of the SEC.
Disclosure  controls are also  designed with the objective of ensuring that such
information  is  accumulated   appropriately  and  communicated  to  management,
including the chief executive officer and chief financial officer as appropriate
to allow timely decisions regarding required disclosures.


                                       14


      As of the end of the period  covered by this report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's management,  including the Company's chief executive officer and chief
financial  officer,  of the  effectiveness  of the design and  operation  of the
Company's  disclosure  controls  and  procedures  pursuant to Exchange Act Rules
13a-15(e) and 15d-15(e). Based upon that evaluation, the chief executive officer
and chief financial officer concluded that the Company's disclosure controls and
procedures  are  effective  in  timely  alerting  them to  material  information
relating to the Company (including its consolidated subsidiaries) required to be
included in the  Company's  periodic  SEC  filings.  No change in the  Company's
internal  control over financial  reporting (as defined in Rule 13a-15(f) of the
Exchange Act) occurred  during the period covered by this report that materially
affected or is  reasonably  likely to materially  affect the Company's  internal
control over financial reporting.

      A control system,  no matter how well conceived and operated,  can provide
only  reasonable,  not absolute,  assurance  that the  objectives of the control
system are met.  Because of  inherent  limitations  in all control  systems,  no
evaluation of controls can provide  absolute  assurance  that all control issues
and instances of fraud, if any, within a company have been detected.

                            PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      On August 11, 2004,  Craig Davis,  allegedly a stockholder of the Company,
filed a lawsuit  in the  Chancery  Court of New  Castle  County,  Delaware  (the
"Lawsuit").  The Lawsuit asserted direct claims,  and also derivative  claims on
the Company's  behalf,  against five former and three  current  directors of the
Company.  On April 13, 2006, the Company  announced that it reached an agreement
with all of the  parties to the  Lawsuit to settle all claims  relating  thereto
(the  "Settlement").   On  June  23,  2006,  the  Chancery  Court  approved  the
Settlement,   and  on  July  25,   2006,   the   Settlement   became  final  and
non-appealable.  As part  of the  Settlement,  the  Company  set up a fund  (the
"Settlement  Fund"),  which was distributed to stockholders of record as of July
28, 2006,  with a payment date of August 11, 2006. The portion of the Settlement
Fund  distributed to  stockholders  pursuant to the Settlement was $2,270,017 or
approximately $.04 per common share on a fully diluted basis,  provided that any
Common Stock held by defendants  in the Lawsuit who were  formerly  directors of
the Company would not be entitled to any distribution  from the Settlement Fund.
The total  Settlement  proceeds  of  $3,200,000  were  funded  by the  Company's
insurance  carrier and by Parris H.  Holmes,  Jr.,  the  Company's  former Chief
Executive  Officer,  who  contributed  $150,000.  Also  included  in  the  total
Settlement proceeds is $600,000 of reimbursement for legal and professional fees
paid to the Company by its insurance carrier and subsequently contributed by the
Company to the  Settlement  Fund.  Therefore,  the Company  recognized a loss of
$600,000 related to the Lawsuit for the quarter ended March 31, 2006. As part of
the Settlement,  the Company and the other  defendants in the Lawsuit agreed not
to oppose the  request  for fees and  expenses  by counsel to the  plaintiff  of
$929,813.  Under  the  Settlement,  the  plaintiff,  the  Company  and the other
defendants (including Mr. Holmes) also agreed to certain mutual releases.

      The  Settlement  provides that, if the Company has not acquired a business
that generates  revenues by March 1, 2007, the plaintiff  maintains the right to
pursue a claim to liquidate the Company. This custodian claim was one of several
claims  asserted in the Lawsuit.  Even if such a claim is elected to be pursued,
there is no  assurance  that it will be  successful.  In  addition,  the Company
believes that it has preserved its right to assert that the Ascendant investment
meets the foregoing requirement to acquire a business.


                                       15


      In connection  with the resolution of the Lawsuit,  the Company has ceased
funding  of legal and  professional  fees of the  current  and  former  director
defendants.  The  funding of legal and  professional  fees was made  pursuant to
indemnification  arrangements  that were in place during the respective terms of
each of the defendants. The Company has met the $500,000 retention as stipulated
in the  Company's  directors'  and officers'  liability  insurance  policy.  The
directors' and officers'  liability  insurance policy carries a maximum coverage
limit of $5,000,000.  As of December 31, 2006, the Company recorded a receivable
from the insurance carrier of approximately  $300,000 for reimbursement of legal
and  professional  fees incurred in excess of the policy  retention,  net of the
$600,000  reimbursement  from the insurance  carrier as part of the  Settlement.
Based  on  discussions  with the  insurance  carrier,  the  Company  reduced  the
receivable  by $50,000  during the  quarter  ended March 31,  2007.  The Company
believes its claims are valid and is currently negotiating a settlement with the
insurance carrier with respect to remaining unreimbursed amounts.

      Pursuant  to the sale of  4,807,692  newly  issued  shares of the Series A
Preferred  Stock to Newcastle on June 18, 2004,  the Company agreed to indemnify
Newcastle  from any  liability,  loss or  damage,  together  with all  costs and
expenses related thereto that the Company may suffer which arises out of affairs
of the Company,  its board of directors or employees prior to the closing of the
Newcastle Transaction.

      On December 12, 2005, the Company received a letter from the SEC, based on
a review of the Company's  Form 10-K filed for the year ended December 31, 2004,
requesting  that the  Company  provide a written  explanation  as to whether the
Company is an  "investment  company" (as such term is defined in the  Investment
Company Act of 1940).  The Company provided a written response to the SEC, dated
January 12, 2006,  stating the reasons why it believes it is not an  "investment
company". The Company has provided certain confirmatory information requested by
the SEC. In the event the SEC or a court took the  position  that the Company is
an  investment  company,  the  Company's  failure to register  as an  investment
company would not only raise the  possibility  of an  enforcement or other legal
action by the SEC and potential fines and penalties, but also could threaten the
validity of corporate  actions and contracts  entered into by the Company during
the period it was deemed to be an unregistered  investment company,  among other
remedies.

      During  February 2006, the Company entered into an agreement with a former
employee to settle a dispute over a severance agreement the employee had entered
into with the Company.  The  severance  agreement,  which was executed by former
management,  provided for a payment of approximately $98,000 upon the occurrence
of certain events. The Company paid  approximately  $85,000 to settle all claims
associated with the severance agreement.

      During May 2006, the Company entered into an agreement to settle a dispute
with a law firm that had  previously  been hired by the Company.  In  accordance
with the terms of the  agreement,  the  Company  received  a refund of legal and
professional  fees of $125,000  during May 2006. In connection with this matter,
the  Company  reversed  accrued  legal and  professional  fees of  approximately
$38,000 during the quarter ended March 31, 2006.


                                       16


ITEM 1A. RISK FACTORS

      The Risk Factors  included in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2006 have not materially changed.

ITEM 6.  EXHIBITS

      Exhibits:

      31.1 Certification  of Chief Executive  Officer in Accordance with Section
           302 of the Sarbanes-Oxley Act (filed herewith)
      31.2 Certification  of Chief Financial  Officer in Accordance with Section
           302 of the Sarbanes-Oxley Act (filed herewith)
      32.1 Certification  of Chief Executive  Officer in Accordance with Section
           906 of the Sarbanes-Oxley Act (filed herewith)
      32.2 Certification  of Chief Financial  Officer in Accordance with Section
           906 of the Sarbanes-Oxley Act (filed herewith)


                                       17


                                    SIGNATURE

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

                                       NEW CENTURY EQUITY HOLDINGS CORP.
                                           (Registrant)

Date: May 15, 2007                     By:       /s/ John p. Murray
                                           -------------------------------------
                                                   John P. Murray
                                               CHIEF FINANCIAL OFFICER
                                  (Duly authorized and principal financial officer)`