UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C. 20549










FORM
10-K/A




(Amendment
No. 1)







(Mark One)


x
              ANNUAL REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
      ACT OF 1934For the Fiscal Year
      ended December 31, 2007o
              TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For 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
            
            (IRS
      Employerincorporation 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)





Securities
Registered Pursuant to Section 12(b) of the Act:  None





Securities
Registered Pursuant to Section 12(g) of the Act:


Common
Stock, Par Value $0.01 Per Share


Series
A Junior Participating Preferred Stock Purchase Rights


(Title of
Class)





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.  o Yes x
No












Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act.  o Yes x
No





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
o No




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
Accelerated Filer o                                                      Accelerated
Filer o





Non-Accelerated
Filer  x                                                      Smaller
Reporting Company o





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





The
aggregate market value of the registrant’s outstanding Common Stock held by
non-affiliates of the registrant computed by reference to the price at which the
Common Stock was last sold as of the last business day of the registrant’s most
recently completed second fiscal quarter was $8,970,807.




As of
April 28, 2008, the registrant had 53,883,872 shares of Common Stock
outstanding.




DOCUMENTS
INCORPORATED BY REFERENCE





None.













EXPLANATORY
NOTE




The
purpose of this Amendment No. 1 on Form 10-K/A (the “Amendment”) is to amend and
restate Part III, Items 10 through 14 of our previously filed Annual Report on
Form 10-K for the year ended December 31, 2007, filed with the Securities and
Exchange Commission on March 28, 2008 (the “Original Form 10-K”), to include
information previously omitted in reliance on General Instruction G to Form
10-K, which provides that registrants may incorporate by reference certain
information from a definitive proxy statement prepared in connection with the
election of directors. New Century Equity Holdings Corp. (“NCEH” or the
“Company”) has determined to include such Part III information by amendment of
the Original Form 10-K rather than by incorporation by reference to the proxy
statement. Accordingly, Part III of the Original Form 10-K is hereby amended and
restated as set forth below.




There are
no other changes to the Original Form 10-K other than those set forth below.
This Amendment does not reflect events occurring after the filing of the
Original Form 10-K, nor does it modify or update disclosures therein in any way
other than as required to reflect the amendment set forth below. Among other
things, forward-looking statements made in the Original Form 10-K have not been
revised to reflect events that occurred or facts that became known to us after
the filing of the Original Form 10-K, and such forward-looking statements should
be read in their historical context.




______________________________________________











NEW
CENTURY EQUITY HOLDINGS CORP. AND SUBSIDIARIES
  
 Annual
Report on Form 10-K/A
 
 For
the Year EndedDecember 31, 2007
 
 PAGEPART
      IIIItem 10.
              Directors, Executive Officers and Corporate
      Governance
              1Item 11.
              Executive Compensation
              6Item 12.
              Security Ownership of Certain Beneficial Owners and
      Management and Related
      Stockholder Matters
              11Item 13.
              Certain Relationships and Related Transactions, and
      Director Independence
              13Item 14.
              Principal Accountant Fees and Services
              15PART
      IVItem 15.
              Exhibits and Financial Statement
    Schedules
              16Signatures
              19


Table of Contents





Item 10.  Directors, Executive Officers and Corporate
Governance




There are
currently four (4) directors serving on the Board of Directors of the Company:
(i) Jonathan Bren, (ii) Mark E. Schwarz, (iii) James A. Risher and (iv) Steven
J. Pully.




The
Amended and Restated Certificate of Incorporation of the Company (the “Charter”)
and the Amended and Restated By-Laws of the Company (the “By-Laws”) provide that
the directors, other than those who may be elected by the holders of any class
or series of stock having a preference over the Common Stock as to dividends or
upon liquidation, are classified into three classes, as nearly equal in number
as possible, serving staggered three-year terms.  Accordingly, (a)
Messrs. Bren and Schwarz are Class I directors whose terms expire at the 2010
Annual Meeting of Stockholders and until their respective successors shall have
been duly elected and qualified, (b) Mr. Risher is a Class II director whose
term expires at the 2008 Annual Meeting of Stockholders and until his successor
shall have been duly elected and qualified and (c) Mr. Pully is a Class III
director whose term expires at the 2009 Annual Meeting of Stockholders and until
his successor shall have been duly elected and qualified.




The
following table sets forth information regarding the directors of the
Company.




Name
            Age
            Class
            Position
      with
              Company
            Director
              SinceJonathan
      Bren
            47
            I
            Director
            June
      2005Mark
      E. Schwarz
            47
            I
            Chairman
      of the Board and acting Chief Executive Officer
            June
      2004James
      A. Risher
            65
            II
            Director
            June
      2004Steven
      J. Pully
            48
            III
            Director
            June
      2004




Director
Biographies




Mark E. Schwarz has served as
Chairman of the Board of the Company since June 18, 2004 and has been its acting
Chief Executive Officer since October 2007.  He has served as the
general partner, directly or through entities which he controls, of Newcastle
Capital Management, L.P. (“NCM”) since 1993. NCM is an investment partnership
and the general partner of Newcastle Partners, L.P. (“Newcastle”), a significant
stockholder in the Company. Mr. Schwarz has served as Chairman of the Board of
Hallmark Financial Services, Inc., a property and casualty insurance company,
since October 2001 and was its Chief Executive Officer from January 2003 to
August 2006.  He currently serves as Chairman of the Boards of Bell
Industries, Inc., a computer systems integrator, and Pizza Inn, Inc., a
franchisor and food and supply distributor, and as a director of Nashua
Corporation, a specialty paper, label and printing supplies manufacturer, SL
Industries, Inc., a power and data quality products manufacturer and Medquist
Inc., a provider of electronic transcription and document management services to
the healthcare industry.




Jonathan Bren serves as the
Global Managing Partner of Bren Ventures L.L.C., an entity he formed in January
of 2005 to make strategic investments in early stage hedge fund
managers.  From July 1998 to December 2004, Mr. Bren was a partner of
Hunt Financial Ventures, L.P., which made strategic investments in early stage
and emerging hedge fund managers and also made direct investments into other
hedge fund operations.  He also served as President of HFV Investments
Inc., a broker dealer affiliated with Hunt Financial Ventures,
L.P.  During the fifteen years prior to joining Hunt Financial
Ventures, L.P., Mr. Bren worked for a series of asset management, investment
banking and merchant banking organizations.






Table of Contents




James A. Risher has served as
a director of the Company since October 2004.  Mr. Risher has been the
Managing Partner of Lumina Group, LLC, a private company engaged in the business
of consulting and investing in small and mid-size companies, since
1998.  Mr. Risher has served as the Chief Executive Officer and
President of Del Global Technologies Corporation (“Del Global”), a leader in
medical imaging and power electronics, since September 2006.  Mr.
Risher was appointed interim Chief Executive Officer of Del Global in August
2006.  In addition, Mr. Risher has served as a director of Del Global
since June 2004.  From February 2001 to May 2002, Mr. Risher served as
Chairman and Chief Executive Officer of BlueStar Battery Systems International,
Inc. (“BlueStar”), a Canadian public company that is an e-commerce distributor
of electrical and electronic products to selected automotive aftermarket
segments and targeted industrial markets.  From 1986 to 1998, Mr.
Risher served as a director, Chief Executive Officer and President of Exide
Electronics Group, Inc. (“Exide”), a global leader in the uninterruptible power
supply industry.  He also served as Chairman of Exide from December
1997 to July 1998. Mr. Risher currently serves as a director of SL Industries,
Inc., a power and data quality products manufacturer.




Steven J. Pully has served as
a director of the Company since June 2004 and was also its Chief Executive
Officer and Secretary from June 2004 through October 2007.  Mr. Pully
is a consultant in the asset management industry.  From December 2001
to October 2007, Mr. Pully worked for NCM, where he served as President from
January 2003 through October 2007.  Prior to joining NCM, he served as
a managing director in the investment banking department of Banc of America
Securities, Inc. and was a senior managing director in the investment banking
department of Bear Stearns & Co. Inc. Mr. Pully is also a director of
Peerless Systems Corporation, a provider of imaging and networking technologies
and components to the digital document markets, and Energy Partners, Ltd., an
oil and natural gas exploration and production company.




Other
Executive Officers




Other
than Mr. Schwarz, who currently serves as acting Chief Executive Officer, the
only executive officer of the Company is John Murray, whose biographical
information is set forth below:




John Murray (Age 39) has
served as the Chief Financial Officer of the Company since June 18,
2004.  Mr. Murray has served as the Chief Financial Officer of NCM,
the general partner of Newcastle, since January 2003.  From January
1998 until June 2001, Mr. Murray served as a partner at Speer & Murray,
Ltd., a Dallas-based accounting firm.  From October 1991 until
November 1995, Mr. Murray served as an accountant with Ernst & Young,
LLP. Mr. Murray has been a Certified Public Accountant since January
1992.




On
October 15, 2007, Mr. Pully resigned as Chief Executive Officer of the
Company.




There are
no family relationships between any two directors and/or executive
officers.




2
 Table of Contents




CORPORATE GOVERNANCE




Meetings
and Committees of the Board of Directors




The
business of the Company is managed under the direction of its Board of
Directors.  The full Board of Directors did not hold a formal meeting
during 2007 but directors had involvement in various Company activities during
that time.  Each of the directors of the Company attended at least 75%
of the aggregate total number of meetings held by all committees of the Board of
Directors on which he served (during the periods that he served) during
2007.  Each director is expected to make reasonable efforts to attend
meetings of the Board of Directors, meeting of the committees of which such
director is a member and the Annual Meetings of Stockholders.  One of
the Company’s directors was present at the 2007 Annual Meeting of
Stockholders.  The Board of Directors currently has an Audit Committee
and a Compensation Committee but does not have a Nominating
Committee.  It is the intention of the Board of Directors to establish
a Nominating Committee, consisting solely of independent directors.




Audit
Committee




The Audit
Committee is currently comprised of James Risher, who is not an employee of the
Company or any of its subsidiaries.  The Audit Committee is only
comprised of one director although the Charter of the Audit Committee provides
that at least three directors shall serve as members of the Audit
Committee.  The Audit Committee meets with the independent auditors
and management representatives, recommends to the Board of Directors appointment
of independent auditors, approves the scope of audits and other services to be
performed by the independent auditors, considers whether the performance of any
professional services by the auditors other than services provided in connection
with the audit function could impair the independence of the auditors and
reviews the results of audits and the accounting principles applied in financial
reporting and financial and operational controls.  The independent
auditors have unrestricted access to the Audit Committee and vice
versa.  The Board of Directors has determined that James Risher
satisfies the “audit committee financial expert” criteria established by the
SEC.  The Audit Committee held four meetings during the fiscal year
ended December 31, 2007.  James Risher is an independent director, as
independence is defined in Rule 4200(a)(15) of the NASD listing
standards.  The Board of Directors has adopted a written Charter of
the Audit Committee which is attached as Appendix A to the Company’s definitive
proxy statement on Schedule 14A filed with the SEC on May 2,
2005.  The Charter of the Audit Committee is not available in the
Company’s website.




Compensation
Committee




The
Compensation Committee is comprised of Jonathan Bren, who is not an employee of
the Company or any of its subsidiaries.  Mr. Bren is an independent
director, as independence is defined in Rule 4200(a)(15) of the NASD listing
standards.  The Compensation Committee’s functions include making
recommendations to the Board of Directors on policies and procedures relating to
compensation and employee stock and other benefit plans of key executives and
approval of individual salary adjustments and stock awards.  The
Compensation Committee did not meet during fiscal year ended December 31,
2007.  The Compensation Committee does not have a
charter.







3
 Table of Contents




Code
of Conduct and Ethics




The
Company has adopted a code of conduct and ethics (the “Code”) that applies to
all directors, officers and employees.  The Code is reasonably
designed to deter wrongdoing and promote (i) honest and ethical conduct,
including the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships, (ii) full, fair, accurate,
timely and understandable disclosure in reports and documents filed with, or
submitted to, the SEC and in other public communications made by the Company,
(iii) compliance with applicable governmental laws, rules and regulations, (iv)
the prompt internal reporting of violations of the Code to appropriate persons
identified in the Code, and (v) accountability for adherence to the
Code.  Amendments to the Code and any grant of a waiver from a
provision of the Code requiring disclosure under applicable SEC rules will be
disclosed in a Current Report on  Form 8-K.  The Code is
filed as Exhibit 14.1 to the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2003.  The Company will provide a copy of the
Code to any person without charge upon written request to Corporate Secretary,
New Century Equity Holdings Corp., 200 Crescent Court, Suite 1400, Dallas, TX
75201.




Nomination
of Directors




Currently,
the Board of Directors does not have a Nominating Committee.  The
independent directors of the Board serve such function of a nomination committee
and the Board of Directors may formalize their designation as such in the
future.  While the Company also at the current time does not have a
charter governing the nomination of directors and the Company does not have
policies with regard to consideration of director candidates recommended by the
Company’s stockholders, the Board of Directors’ intention has been to adopt a
charter outlining the qualifications for director candidates, as well as
policies with regard to consideration of director candidates by the stockholders
of the Company. Provided that director candidates meet the delineated
qualifications and the nominations are submitted timely pursuant to the
Company's Bylaws, the Board of Directors does not anticipate that the Nomination
Committee will differentiate evaluating nominees for directors based on their
source.





The
independent directors of the Board of Directors identify prospective candidates
to serve as directors by reviewing candidates’ credentials and qualifications,
and interviewing prospective candidates before submitting their respective names
to the Board of Directors.  Each of the independent directors of the
Board of Directors that serve the function of the Nominating Committee meet the
criteria for being “independent” set forth under Section 4200(a)(15) of Nasdaq’s
listing standards.




The
independent directors of the Board of Directors consider recommendations for
director nominees from a wide variety of sources, including members of the
Company’s Board of Directors, business contacts, community leaders, other
third-party sources and members of management.  The independent
directors of the Board of Directors also consider stockholders’ recommendations
for director nominees that are properly received by the Company.




The Board
of Directors believes that all of its directors should have the highest personal
integrity and have a record of exceptional ability and judgment. The Board of
Directors also believes that its directors should ideally reflect a mix of
experience and other qualifications.  There is no firm requirement of
minimum qualifications or skills that candidates must possess.  The
independent directors of the Board of Directors evaluate director candidates
based on a number of qualifications, including their independence, judgment,
leadership ability, expertise in the industry, experience developing and
analyzing business strategies, financial literacy, risk management skills, and,
for incumbent directors, his or her past performance.






4
 Table of Contents




The
independent directors of the Board of Directors initially evaluate a prospective
nominee on the basis of his or her resume and other background information that
has been made available to the Board of Directors.  An independent
director of the Board of Directors will contact for further review and interview
those candidates who the independent directors of the Board of Directors believe
are qualified, who may fulfill a specific Board of Directors need and who would
otherwise best make a contribution to the Board of Directors.  If,
after further discussions with the candidate, and other review and consideration
as necessary, the independent directors of the Board of Directors believe that
they have identified a qualified candidate, they will consider nominating the
candidate for election as a director.




Section
16(a) Beneficial Ownership Reporting Compliance




Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
requires that the Company’s directors, executive officers and persons who own
more than 10% of a registered class of the Company’s equity securities file with
the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company.  Directors,
executive officers and greater than 10% stockholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.




To the Company’s knowledge, based solely on a review of the copies of the
Section 16(a) reports furnished to the Company and written representations that
no other reports were required during the fiscal year ended December 31, 2007,
there was compliance with all Section 16(a) filing requirements applicable to
its directors, executive officers and greater than 10%
stockholders.







5
 Table of Contents




Item 11.  Executive Compensation




Compensation
Discussion and Analysis




The
Compensation Committee consists of one independent director appointed by the
Board of Directors.  The Compensation Committee’s functions include
making recommendations to the Board of Directors on policies and procedures
relating to compensation and employee stock and other benefit plans of key
executives and approval of individual salary adjustments and stock
awards.  The Compensation Committee does not have a
charter.  During fiscal year 2007, although there were three executive
officers of the Company - Steven J. Pully (Chief Executive Officer through
October 2007), Mark E. Schwarz (acting Chief Executive Officer beginning October
2007) and John Murray - only Mr. Pully received a salary from the Company in
2007. In addition, Mr. Pully ceased receiving a salary effective as of September
1, 2007.





Compensation Philosophy and
Objective




The
Company’s compensation program is designed to reward its officers consistent
with an individual’s performance and efforts on behalf of the
Company.  The Company recognizes that its success depends, in large
part, on leadership with the skills, commitment and motivation necessary to
successfully manage the Company and execute on its business plan of identifying
strategic acquisitions that enhance shareholder value.





Although
the Company’s current annual compensation program has been narrowly focused – it
consisted solely of cash salary and 401K matching contributions for Mr. Pully
until September 1, 2007 - the Company is in a position to structure a more
comprehensive compensation program in the future as circumstances warrant. The
Company recognizes the importance of maintaining sound principles for the
development and administration of compensation and benefit
programs.  The Compensation Committee expects that if and when the
Company expands its business and additional individuals are hired, the Company
will modify its compensation program accordingly.





Determination of
Compensation Awards





The
Compensation Committee is provided with the primary authority to determine and
recommend to the Board of Directors the compensation awards available to the
Company’s executive officers.  Each named executive officer, in turn,
participates in an annual performance review with the Board of Directors to
provide input about their contributions to the Company’s business for the period
being assessed.  Pursuant to the 2006 settlement (the “Settlement”) of
a derivative lawsuit filed against the Company (as more fully described in the
original Form 10-K in the section entitled “Derivative Lawsuit” in Item 1), the
Company agreed to limitations on cash compensation of certain employees other
than Mr. Pully until such time as the Company acquires a revenue generating
business.  All employees continue to be eligible for equity grants and
other benefits from the Company.





Compensation Benchmarking
and Peer Group





The
Compensation Committee seeks to take into account input from the other
independent member of the Board of Directors and publicly available data
relating to the compensation practices and policies of other companies within
and outside the Company’s industry.  The Company benchmarks its
executive compensation against the median compensation (both at a total cash
compensation level and long-term incentive level) paid by peer group
companies.  While benchmarking may not always be appropriate as a
stand-alone tool for setting compensation due to the aspects of the Company’s
business and objectives that may be unique to it, the Company generally believes
that gathering this information is an important part of its compensation-related
decision-making process.
   6
 Table of Contents





The
Company recognizes that to attract, retain and motivate key individuals, such as
the named executive officers, the Compensation Committee may determine that it
is in the Company’s best interests to negotiate total compensation packages with
its executive management that may deviate from the general principle of
targeting total compensation at the median level for the peer
group.  Actual pay for each named executive officer is determined
around this structure, driven by the performance of the executive over time, as
well as the Company’s annual performance.





Elements of Compensation
Program




The
Company’s current compensation program in 2007 consisted of the following
elements, and it is the expectation of the Company that these elements will be a
part of its compensation program going forward:


•
            Base
      salary;•
            Long-term
      equity grants; and•
            Retirement
      benefits.





Base Salary.   The
Company’s larger goal is to establish salaries sufficient to motivate and retain
its leadership.  Certain factors considered in establishing the salary
level of Mr. Pully – who was the only salaried employee of the Company during
2007 - included a review of his performance, an accounting of the Company’s
performance, the scope of his responsibility, the experience level necessary for
his position and certain peer group executive compensation information. The
Company has access to information from independent salary surveys, broken out by
position, to assist in this analysis.  As of September 1, 2007, Mr.
Pully ceased receiving salary from the Company, although Mr. Pully continued in
a salaried role at NCM, an affiliate of the Company, until October 15,
2007.  The foregoing factors will apply in the event that the Company
determines it necessary and appropriate to pay other officers a base salary,
including Mr. Murray.





Long-term equity
grants.  The Company believes that an officer’s ownership in
the Company aligns the officer’s interests with the Company’s interests.
Accordingly, the Company has in place the New Century Equity Holdings Corp. 1996
Employee Comprehensive Stock Plan (the “Employee Stock Plan”), which provides
for grants of incentive stock options, non-qualified stock options and
restricted stock.  The Employee Stock Plan grants broad authority to
the Compensation Committee to grant options or award restricted shares to
full-time employees and officers of the Company and its subsidiaries (a total of
two (2) eligible individuals at December 31, 2007), to determine the number of
shares subject to options or awards and to provide for the appropriate periods
and methods of exercise and requirements regarding the vesting of options and
awards of restricted shares. The purpose of the Plan is to encourage and enable
employees of the Company to hold a personal financial interest in the Company,
to incentivize the Company’s success, and to promote the continued service of
employees. Options issued to the employees have a term of ten years. The Company
does not necessarily make equity grants on an annual basis if existing holdings
of officers are viewed as satisfactorily aligning the officer’s interests with
the Company’s interests, and accordingly did not make any long term equity
grants during the year ended December 31, 2007.
   7
 Table of Contents





Retirement
benefits.   The Company’s primary retirement benefit consists
of participation in the New Century Equity Holdings Corp. 401(k) Retirement Plan
(the “401(k) Retirement Plan”).  Participation in the 401(k)
Retirement Plan is available to employees of the Company who are 21 years of age
and who have completed six months of service during which they worked at least
500 hours.  The 401(k) Retirement Plan provides that participants may
make voluntary salary deferral contributions, on a pre-tax basis, of between 1%
and 15% of their base compensation in the form of voluntary payroll deductions
up to a maximum amount as indexed for cost-of-living adjustments. The Company
may from time to time make additional discretionary contributions at the sole
discretion of the Company’s Board of Directors.  The discretionary
contributions, if any, are allocated to participants’ accounts based on a
discretionary percentage of the participants’ respective salary
deferrals.




Summary
Compensation Table




The following Summary Compensation
Table shows the cash and non-cash compensation awarded to or earned by the
Company’s executive officers for the last three fiscal years.  Other
than the individuals named below (the “Named Executive Officers”), the Company
did not have any other executive officers during fiscal year
2007.  Columns have been omitted from the table when there has been no
compensation awarded to, earned by or paid to any of the executive officers
required to be reported in that column.




Name
      and
              Principal Position
            
            Year
            
            Salary
            
            
            All
      Other
              Compensation
            
            
            TotalMark
      E. Schwarz
            
            2007
            
            
            -
            
            
            $
            28,000
            (1)
            
            $
            28,000Acting
      Chief
            
            2006
            
            
            -
            
            
            $
            28,000
            (1)
            
            $
            28,000Executive
      Officer
            
            2005
            
            
            -
            
            
            $
            28,000
            (1)
            
            $
            28,000Steven
      J. Pully
            
            2007
            
            $
            100,000
            
            
            $
            12,000
            (3)
            
            $
            112,000Former
      Chief
            
            2006
            
            $
            150,000
            
            
            $
            7,500
            (2)
            
            $
            157,500Executive
      Officer
            
            2005
            
            $
            150,000
            
            
            $
            7,500
            (2)
            
            $
            157,500John
      Murray
            
            2007
            
            
            -
            
            
            
            -
            
            
            
            -Chief
      Financial
            
            2006
            
            
            -
            
            
            
            -
            
            
            
            -Officer
            
            2005
            
            
            -
            
            
            
            -
            
            
            
            -







(1)           Represents
director fees paid to Mr. Schwarz in such capacity.  Mr. Schwarz
receives no compensation in his capacity as acting Chief Executive Officer of
the Company.




(2)           Represents
401(k) Retirement Plan contributions made on behalf of Mr. Pully.




(3)           Consists
of $7,000 in director fees paid to Mr. Pully in such capacity and $5,000 in
401(k) Retirement Plan contributions made on behalf of Mr. Pully.






8
 Table of Contents




Grants
of Plan-Based Awards




There
were no grants of equity and non-equity plan-based awards to the Company’s
executive officers during the year ended December 31, 2007.




Narrative
Disclosure to Summary Compensation




Employment
Agreements and Arrangements




All of
the Company’s employees are employed at will and do not have employment,
severance or change in control agreements.




Neither Mr. Schwarz nor Mr. Murray
receives salary compensation at the current time for his day-to-day services to
the Company.  Pursuant to the Settlement, the Company agreed to
certain limitations on cash compensation of employees who are employees of
Newcastle (other than Mr. Pully, whose employment with NCM ceased in October
2007) until such time as the Company acquires a revenue generating
business.  All employees, including Mr. Murray, continue to be
eligible for equity grants and other benefits from the Company.





Potential
Payments upon Termination or Change in Control





The Company has no plans or other
arrangements in respect of remuneration received or that may be received by its
executive officers to compensate such officers in the event of termination of
employment (as a result of resignation, retirement or change in control) or
other events following a change in control.





Outstanding
Equity Awards at Fiscal Year-End Table




The following table shows the
unexercised stock options held at the end of fiscal year 2007 by the executive
officers named in the Summary Compensation Table.  Columns have been
omitted from the table where there are no outstanding equity awards required to
be reported in that column.




Option
      AwardsName
            
            Number
      of Securities
              Underlying
      Unexercised
              Options (#) Exercisable
            
            
            Number
      of Securities
              Underlying
      Unexercised
              Options (#) Unexercisable
            
            
            Option
              Exercise Price ($)
            
            
            Option
              Expiration DateMark
      E. Schwarz
              Acting
      Chief
              Executive
      Officer
            
            
            100,000
            
            
            
            0
            
            
            $
            .28
            
            
            
            6-21-11Steven
      J. Pully
              Former
      Chief Executive Officer
            
            
            0
            
            
            
            0
            
            
            NA
            
            
            NAJohn
      Murray
              ChiefFinancial
      Officer
            
            
            50,000
            
            
            
            0
            
            
            $
            .28
            
            
            
            6-18-14







9
 Table of Contents




Option
Exercises and Stock Vested




There were no option
exercises during the year ended December 31, 2007 by any of the executive
officers named in the Summary Compensation Table.  Additionally, no
stock awards were issued or outstanding during the year ended December 31,
2007.




Pension
Benefits




The
Company does not provide pension benefits to any of its executive
officers.




Nonqualified
Deferred Compensation




The Company does not provide
non-qualified deferred compensation to any of its executive
officers.




Compensation
of Directors




A total
of 1,300,000 shares of Common Stock are subject to the Company’s 1996
Non-Employee Director Plan (the “Director Plan”).  In November of
2002, the Board of Directors revised the Director Plan to reflect the following
(effective with the Board of Directors meetings held in 2003): each non-employee
director of the Company will be entitled to annual compensation consisting of
$28,000 in fees or stock options to purchase 100,000 shares of Common
Stock.  As an alternative, each non-employee director may elect a
combination of stock and options.  In the fiscal year 2007, Mr.
Schwarz, Mr. Risher and Mr. Bren each elected to receive his annual compensation
all in cash.  For each quarterly Board meeting not attended by a
non-employee director, 25% of such annual compensation (both cash and stock
options) will be forfeited.  Mr. Schwarz has served as Chairman of the
Board since June 2004, and currently also serves in the non-compensated role as
acting Chief Executive Officer of the Company.




Compensation
for services performed during fiscal year 2007 is shown in the table
below.




Name
            
            Fees
      Earned or Paid in Cash ($)
            
            
            Total
      ($)Mark
      E. Schwarz
            
            $
            28,000
            
            
            $
            28,000Steven
      J. Pully
            
            $
            7,000
            
            
            $
            7,000Jonathan
      Bren
            
            $
            28,000
            
            
            $
            28,000James
      A. Risher
            
            $
            28,000
            
            
            $
            28,000







Compensation
Committee Interlocks and Insider Participation




Jonathan
Bren was the sole member of the Compensation Committee during the fiscal year
ended December 31, 2007.  There are no compensation committee
interlocks as such term is defined in the Exchange Act.




Compensation
Committee Report




The
Compensation Committee has reviewed and discussed with management the
Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K,
and based on the review and discussion, the Compensation Committee recommended
to the Board of Directors that the Compensation Discussion and Analysis be
included in this Form 10-K/A.




Compensation
      Committee of the Board of Directors
                Jonathan Bren











10
 Table of Contents





Item 12.  Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters




The
following table sets forth certain information known to the Company with respect
to beneficial ownership of the Company’s voting securities as of April 28, 2008
by (i) all persons who are beneficial owners of five percent (5%) or more of the
Company’s voting securities, (ii) each director of the Company, (iii) the Named
Executive Officers, and (iv) all directors and executive officers as a
group.




As of
April 28, 2008, 53,883,872 shares of the Common Stock were outstanding. For
purposes of this Form 10-K-A, beneficial ownership is defined in accordance with
the rules of the SEC.  The persons listed have sole voting power and
sole dispositive power with respect to all shares set forth in the table unless
otherwise specified in the footnotes to the table.  Unless otherwise
indicated, the address of each beneficial owner listed in the table is c/o New
Century Equity Holdings Corp., 200 Crescent Court, Suite 1400, Dallas, Texas
75201.




Information
with respect to beneficial ownership of the persons and entities named in the
table below is based upon information furnished by them to the Company or
contained in filings made with the SEC.




Common
      StockName
      of Beneficial Owner
            
            Shares
            
            
            %(1)5%
      Security HoldersNewcastle
      Partners, L.P.
            
            
            19,380,768
            (2)
            
            
            36.0
            %Named
      Executive Officers and DirectorsMark
      E. Schwarz
            
            
            19,480,768
            (3)
            
            
            36.1
            %John
      Murray
            
            
            50,000
            (4)
            
            
            *James
      Risher
              1900
      Eastwood Road, Suite 11
              Wilmington,
      NC  28403
            
            
            90,000
            (5)
            
            
            *Jonathan
      Bren
              767
      5th Avenue, 23rd Floor
              New
      York, NY 10153
            
            
            0
            
            
            
            0
            %Steven
      J. Pully
              4564
      Meadowood Road
              Dallas,
      Texas 75220
            
            
            0
            
            
            
            0
            %All
      directors and executive officers as a group (five persons)
            
            
            19,620,768
            (6)
            
            
            36.3
            %


_________________________


*           Less
than 1%






11
 Table of Contents




(1)
            Percentage
      ownership is based on 53,883,872 shares of Common Stock outstanding as of
      April 28, 2008.  With the exception of shares that may be
      acquired by employees pursuant to the Company’s 401(k) retirement plan, a
      person is deemed to be the beneficial owner of Common Stock that can be
      acquired within 60 days after April 28, 2008 upon exercise of
      options.  Each beneficial owner’s percentage ownership of Common
      Stock is determined by assuming that options that are held by such person,
      but not those held by any other person, and that are exercisable or
      convertible within 60 days of April 28, 2008 have been
      exercised.




(2)
            Represents
      securities held by Newcastle Partners, L.P., as disclosed in a Schedule
      13D/A filed by Newcastle with the SEC on December 21, 2007, including
      19,230,768 shares of Common Stock issued by the Company upon conversion of
      4,807,692 shares of Series A Convertible Preferred Stock on July 3,
      2006.  NCM as the general partner of Newcastle, may be deemed to
      beneficially own the securities beneficially owned by
      Newcastle.  Newcastle Capital Group, L.L.C. (“NCG”), as the
      general partner of NCM, which in turn is the general partner of Newcastle,
      may be deemed to beneficially own the securities beneficially owned by
      Newcastle.  Mark E. Schwarz, as the managing member of NCG, the
      general partner of NCM, which in turn is the general partner of Newcastle,
      may also be deemed to beneficially own the securities beneficially owned
      by Newcastle.  Each of NCM, NCG and Mr. Schwarz disclaims
      beneficial ownership of the securities beneficially owned by Newcastle
      except to the extent of their pecuniary interest
  therein.




(3)
            Consists
      of 100,000 shares of Common Stock issuable upon the exercise of options
      within 60 days of April 28, 2008 and the 19,380,768 shares of Common Stock
      beneficially owned by Newcastle of which Mr. Schwarz may also be deemed to
      beneficially own by virtue of his power to vote and dispose of such
      shares.  Mr. Schwarz disclaims beneficial ownership of the
      19,380,768 shares of Common Stock beneficially owned by Newcastle except
      to the extent of his pecuniary interest
therein.




(4)
            Consists
      of shares of Common Stock issuable upon the exercise of options within 60
      days of April 28, 2008.  Mr. Murray is the Chief Financial
      Officer of NCM.  Mr. Murray disclaims beneficial ownership of
      the 19,380,768 shares of Common Stock beneficially owned by
      Newcastle.




(5)
            Consists
      of shares of Common Stock issuable upon the exercise of options within 60
      days of April 28, 2008.




(6)
            Consists
      of securities beneficially owned by the directors and executive officers
      named in the security ownership
table.






12
 Table of Contents




Equity
Compensation Plan Information




Plan
      Category
            Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
              (A)
            Weighted
      average exercise price of outstanding options, warrants and
      rights
              (B)
            Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (A))
              (C)Equity
      compensation plans approved by security holders
            240,000
            $.27
            15,560,000Equity
      compensation plans not approved by security holders
            0
            N/A
            N/ATotal
            240,000
            $.27
            15,560,000




Item 13.  Certain Relationships and Related Party
Transactions, and Director Independence




The Board
of Directors of the Company reviews all relationships and transactions in which
the Company and its directors and executive officers or their immediate family
members are participants to determine whether such persons have a direct or
indirect material interest. The Board of Directors is primarily responsible for
the development and implementation of processes and controls to obtain
information from the directors and executive officers with respect to related
person transactions and for then determining, based on the facts and
circumstances, whether the Company or a related person has a direct or indirect
material interest in the transaction. As required under SEC rules, transactions
that are determined to be directly or indirectly material to the Company or a
related person are disclosed in the Company’s proxy statement. In addition, the
Audit Committee reviews and approves or ratifies any related person transaction
that is required to be disclosed. In the course of its review and approval or
ratification of a related party transaction to be disclosed, the Audit Committee
considers: (i) the nature of the related person’s interest in the transaction;
(ii) the material terms of the transaction, including, without limitation, the
amount and type of transaction; (iii) the importance of the transaction to the
related person; (iv) the importance of the transaction to the Company; (v)
whether the transaction would impair the judgment of a director or executive
officer to act in the best interest of the Company; and (vi) any other matters
the committee deems appropriate.




Any
member of the Board of Directors who is a related person with respect to a
transaction under review may not participate in the deliberations or vote
respecting approval or ratification of the transaction, provided, however, that
such director may be counted in determining the presence of a quorum at a
meeting of the committee that considers the transaction.






13
 Table of Contents




In June
2004, when Newcastle acquired the Company’s Series A Convertible Preferred
Stock, Mark Schwarz, Chief Executive Officer and Chairman of 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. Through August 2007, Mr. Pully
received 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.  Mr. Schwarz, who
indirectly controls 100% of NCM, is currently the acting Chief Executive Officer
of the Company.




The Company’s corporate headquarters
are currently located at 200 Crescent Court, Suite 1400, Dallas, Texas 75201,
which are also the offices of NCM.  Pursuant to an oral agreement, the
Company previously occupied a portion of NCM’s space on a month-to-month basis
at no charge, and received accounting and administrative services from employees
of NCM at no charge.  Pursuant to a services agreement entered into
between the parties on October 1, 2006, the Company occupies a portion of NCM's
space on a month-to-month basis at $2,500 per month.




Director
Independence




Annually, as well as in connection with the election or appointment of a new
director to the Company’s Board of Directors, the Board of Directors considers
the business and charitable relationships between it and each non-employee
director to determine compliance with the NASD listing standards for independent
directors.  Based on that review, the Board of Directors has
previously determined that Messrs. Bren and Risher are independent under Rule
4200(a)(15) of the NASD listing standards.  Currently, the Board of
Directors does not have a Nominating Committee.  Messrs. Bren and
Risher serve the function of the Nominating Committee.






14
 Table of Contents




Item 14.  Principal Accountant Fees and
Services




Aggregate
fees for professional services rendered to the Company by Burton McCumber &
Cortez, L.L.P. for the years ended December 31, 2007 and December 31, 2006 were
as follows:




2007
            
            
            2006Audit
            
            $
            95,217
            
            
            $
            96,672Audit
      Related
            
            
            0
            
            
            
            0Tax
            
            
            0
            
            
            
            0Other
            
            
            0
            
            
            
            0Total
            
            $
            95,217
            
            
            $
            96,672




Audit
Fees




The
aggregate fees billed by Burton McCumber & Cortez, L.L.P. for professional
services required for the audit of the Company’s annual financial statements on
Form 10-K and the review of the interim financial statements included in the
Company’s Forms 10-Q were $95,217 and $96,672 for fiscal years 2007 and 2006,
respectively.




Audit-Related
Fees




The
Company did not engage or pay Burton McCumber & Cortez, L.L.P. for assurance
and related services related to the performance of the audit of the Company’s
annual financial statements or the review of the interim financial statements
included in the Company’s Forms 10-Q for fiscal years 2007 and
2006.




Tax
Fees




The
Company did not engage or pay Burton McCumber & Cortez, L.L.P. for
professional services relating to tax compliance, tax advice or tax planning in
fiscal years 2007 and 2006.




All
Other Fees




The
Company did not engage or pay Burton McCumber & Cortez, L.L.P. for
additional services, other than the services described above, in fiscal years
2007 and 2006.




Pre-approval
Policies and Procedures




All audit
and non-audit services to be performed by the Company’s independent auditors
must be approved in advance by the Audit Committee.  Consistent with
applicable law, limited amounts of services, other than audit, review or attest
services, may be approved by one or more members of the Audit Committee pursuant
to authority delegated by the Audit Committee, provided each such approved
service is reported to the full Audit Committee at its next
meeting.




All of
the engagements and fees for the Company’s fiscal year ended December 31, 2007
were approved by the Audit Committee.  In connection with the audit of
the Company’s financial statements for the fiscal year ended December 31, 2007,
Burton McCumber & Cortez, L.L.P. only used full-time, permanent
employees.






15
 Table of Contents




The Audit
Committee has considered whether the provision by Burton McCumber & Cortez,
L.L.P. of the services covered by the fees is compatible with maintaining Burton
McCumber & Cortez, L.L.P.’s independence and believes that it is
compatible.




PART
IV





Item
15.  Exhibits
and Financial Statement Schedules




(a)
                Documents
      Filed as Part of Report1.
                Financial
      Statements:The
      Consolidated Financial Statements of the Company and the related report of
      the Company’s independent public accountants thereon were previously filed
      under Item 8 of the Original Form 10-K.2.
                Financial
      Statement Schedules:The
      information required by this item is not applicable.3.
                Exhibits:The
      exhibits listed below are filed as part of or incorporated by reference in
      this report.  Where such filing is made by incorporation by
      reference to a previously filed document, such document is identified in
      parentheses.  See the Index of Exhibits included with the
      exhibits filed as a part of this
report.
   Exhibit
                Number
              Description
      of Exhibits2.1
              Plan
      of Merger and Acquisition Agreement between BCC, CRM Acquisition Corp.,
      Computer Resources Management, Inc. and Michael A. Harrelson, dated June
      1, 1997 (incorporated by reference from Exhibit 2.1 to Form 10-Q, dated
      June 30, 1997).2.2
              Stock
      Purchase Agreement between BCC and Princeton TeleCom Corporation, dated
      September 4, 1998 (incorporated by reference from Exhibit 2.2 to Form
      10-K, dated September 30, 1998).2.3
              Stock
      Purchase Agreement between BCC and Princeton eCom Corporation, dated
      February 21, 2000 (incorporated by reference from Exhibit 2.1 to Form 8-K,
      dated March 16, 2000).2.4
              Agreement
      and Plan of Merger between BCC, Billing Concepts, Inc., Enhanced Services
      Billing, Inc., BC Transaction Processing Services, Inc., Aptis, Inc.,
      Operator Service Company, BC Holding I Corporation, BC Holding II
      Corporation, BC Holding III Corporation, BC Acquisition I Corporation, BC
      Acquisition II Corporation, BC Acquisition III Corporation and BC
      Acquisition IV Corporation, dated September 15, 2000 (incorporated by
      reference from Exhibit 2.1 to Form 8-K, dated September 15,
      2000).2.5
              Stock
      Purchase Agreement by and among New Century Equity Holdings Corp., Mellon
      Ventures, L.P., Lazard Technology Partners II LP, Conning Capital Partners
      VI, L.P. and Princeton eCom Corporation, dated March 25, 2004
      (incorporated by reference from Exhibit 10.1 to Form 8-K, dated March 29,
      2004).
   16
  2.6
              Series
      A Convertible 4% Preferred Stock Purchase Agreement by and between New
      Century Equity Holdings Corp. and Newcastle Partners, LP, dated June 18,
      2004 (incorporated by reference from Exhibit 2.1 to Form 8-K, dated June
      30, 2004).3.1
              Amended
      and Restated Certificate of Incorporation of BCC (incorporated by
      reference from Exhibit 3.1 to Form 10/A, Amendment No. 1, dated July 11,
      1996); as amended by Certificate of Amendment to Certificate of
      Incorporation, filed with the Delaware Secretary of State, amending
      Article I to change the name of the Company to Billing Concepts Corp. and
      amending Article IV to increase the number of authorized shares of common
      stock from 60,000,000 to 75,000,000, dated February 27, 1998 (incorporated
      by reference from Exhibit 3.4 to Form 10-Q, dated March 31,
      1998).3.2
              Amended
      and Restated Bylaws of BCC (incorporated by reference from Exhibit 3.3 to
      Form 10-K, dated September 30, 1998).3.3
              Certificate
      of Elimination of Series A Junior Participating Preferred Stock, filed
      with the Secretary of State of Delaware on July 10, 2006 (incorporated by
      reference from Exhibit 3.1 to Form 8-K, dated July 10,
    2006).4.1
              Form
      of Stock Certificate of Common Stock of BCC (incorporated by reference
      from Exhibit 4.1 to Form 10-Q, dated March 31, 1998).4.2
              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. (incorporated
      by reference from Exhibit 4.2 to Form 8-K, dated July 10,
      2006).4.3
              Certificate
      of Designation of Series A Junior Participating Preferred Stock, filed
      with the Secretary of State of Delaware on July 10, 2006 (incorporated by
      reference from Exhibit 3.2 to Form 8-K, dated July 10,
    2006).4.4
              Form
      of Rights Certificate (incorporated by reference from Exhibit 4.1 to Form
      8-K, dated July 10, 2006).*
              10.1
              BCC’s
      1996 Employee Comprehensive Stock Plan amended as of August 31, 1999
      (incorporated by reference from Exhibit 10.8 to Form 10-K, dated September
      30, 1999).*
              10.2
              Form
      of Option Agreement between BCC and its employees under the 1996 Employee
      Comprehensive Stock Plan (incorporated by reference from Exhibit 10.9 to
      Form 10-K, dated September 30, 1999).*
              10.3
              Amended
      and Restated 1996 Non-Employee Director Plan of BCC, amended as of August
      31, 1999 (incorporated by reference from Exhibit 10.10 to Form 10-K, dated
      September 30, 1999).*
              10.4
              Form
      of Option Agreement between BCC and non-employee directors (incorporated
      by reference from Exhibit 10.11 to Form 10-K, dated September 30,
      1998).10.5
              Office
      Building Lease Agreement between Billing Concepts, Inc. and Medical Plaza
      Partners (incorporated by reference from Exhibit 10.21 to Form 10/A,
      Amendment No. 1, dated July 11, 1996), as amended by First Amendment to
      Lease Agreement, dated September 30, 1996 (incorporated by reference from
      Exhibit 10.31 to Form 10-Q, dated March 31, 1998), Second Amendment to
      Lease Agreement, dated November 8, 1996 (incorporated by reference from
      Exhibit 10.32 to Form 10-Q, dated March 31, 1998), and Third Amendment to
      Lease Agreement, dated January 24, 1997 (incorporated by reference from
      Exhibit 10.33 to Form 10-Q, dated March 31, 1998).10.6
              Office
      Building Lease Agreement between Prentiss Properties Acquisition Partners,
      L.P. and Aptis, Inc., dated November 11, 1999 (incorporated by reference
      from Exhibit 10.33 to Form 10-K, dated September 30,
  1999).*
              10.7
              BCC’s
      401(k) Retirement Plan (incorporated by reference from Exhibit 10.14 to
      Form 10-K, dated September 30,
2000).
   17
  10.8
              Office
      Building Lease Agreement between BCC and EOP-Union Square Limited
      Partnership, dated November 6, 2000 (incorporated by reference from
      Exhibit 10.16 to Form 10-K, dated December 31, 2001).10.9
              Office
      Building Sublease Agreement between BCC and CCC Centers, Inc., dated
      February 11, 2002 (incorporated by reference from Exhibit 10.17 to Form
      10-K, dated December 31, 2001).10.10
              Office
      Building Lease Agreement between SAOP Union Square, L.P. and New Century
      Equity Holdings Corp., dated February 11, 2004 (incorporated by reference
      from Exhibit 10.18 to Form 10-K, dated December 31,
  2003).10.11
              Sublease
      agreement entered into by and between New Century Equity Holdings Corp.
      and the Law Offices of Alfred G. Holcomb, P.C. (incorporated by reference
      from Exhibit 10.1 to Form 10-Q, dated September 30,
  2004).10.12
              Revenue
      Sharing Agreement, dated as of October 5, 2005, between New Century Equity
      Holdings Corp. and ACP Investments LP (incorporated by reference from
      Exhibit 10.1 to Form 10-Q, dated September 30, 2005).10.13
              Principals
      Agreement, dated as of October 5, 2005, by and among New Century Equity
      Holdings Corp. and ACP Investments LP (incorporated by reference from
      Exhibit 10.2 to Form 10-Q, dated September 30, 2005).14.1
              New
      Century Equity Holdings Corp. Code of Ethics (incorporated by reference
      from Exhibit 14.1 to Form 10-K, dated December 31,
  2003).21.1
              List
      of Subsidiaries:New
      Century Equity Holdings of Texas, Inc. (incorporated in
      Delaware)New
      Century Equity Holdings, Inc. (incorporated in Texas)23.1
              Consent
      of Burton, McCumber & Cortez, L.L.P. (previously filed with Original
      Form 10-K).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 (previously filed with Original Form
    10-K).32.2.1
              Certification
      of Chief Financial Officer in Accordance with Section 906 of the
      Sarbanes-Oxley Act (previously filed with Original Form
    10-K).


*
Includes compensatory plan or arrangement.





18
 Table of Contents





SIGNATURES




Pursuant to the requirements of Section
13 or 15(d) 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:  April
      29, 2008
              By:
              /s/
      Mark SchwarzMark
      SchwarzChief
      Executive Officer
 
 Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
indicated on the 29th day of
April 2008.
 
 Signature
              Title/s/
      Mark Schwarz
              Chief
      Executive OfficerMark
      Schwarz
              (Principal
      Executive Officer)/s/
      John P. Murray
              Chief
      Financial OfficerJohn
      P. Murray
              (Principal
      Financial and Accounting Officer)/s/
      Mark Schwarz
              Director
      andMark
      E. Schwarz
              Chairman
      of the Board/s/
      James Risher
              DirectorJames
      Risher/s/
      Jonathan Bren
              DirectorJonathan
      BrenDirectorSteve
      Pully


19