UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 
 Washington,
D.C. 20549
  
 FORM
10-K/A
  (Amendment
No. 2)
  
 (Mark One)
 x      
   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
 EXCHANGE ACT OF 1934
  For the Fiscal Year ended December 31, 2007
 
 o          
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THESECURITIES 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
                (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  o                                                      Smaller
Reporting Company x
 
 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 May
31, 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. 2 to Form 10-K/A (the “Amendment”) is to (a)
replace the certifications appended as Exhibits 31.1 and 31.2 to 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”), and Amendment No. 1 to the Original Form 10-K, filed with the
Securities and Exchange Commission on April 29, 2008 (“Amendment No. 1”), (b)
indicate on the cover page of the Original Form 10-K and Amendment No. 1 that we
are a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act,
and (c) amend and restate Item 13 of the Original Form 10-K.
  There are
no other changes to the Original Form 10-K or to Amendment No. 1 other than
those set forth herein.  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
amendments set forth herein.  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 Ended December 31, 2007
  PAGEPART IIIItem
      13.
              Certain
      Relationships and Related Transactions, and Director Independence
              2PART
      IVItem
      15.
              Exhibits
      and Financial Statement Schedules
              3Signatures
              4


1
 
 PART
III
  Item
13.  Certain Relationships and Related 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.
 
 In June
2004, when Newcastle Partners, L.P. (“Newcastle”) acquired the Company’s Series
A Convertible Preferred Stock, Mark Schwarz, Chief Executive Officer and
Chairman of Newcastle Capital Management, L.P. (“NCM”), Steven J. Pully, former
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.  Mr. Pully resigned as Chief Executive Officer of the Company
effective October 15, 2007.  Mr. Schwarz is currently the acting Chief
Executive Officer of the Company.
  Newcastle
owns 19,380,768 shares of Common Stock of the Company, representing
approximately 36% of the outstanding shares.  NCM, as the general
partner of Newcastle, may be deemed to beneficially own the shares of Common
Stock owned by Newcastle.  Newcastle Capital Group, L.L.C. (“NCG”), as
the general partner of NCM, may be deemed to beneficially own the shares of
Common Stock owned by Newcastle.  Mark Schwarz, as the managing member
of NCG, may also be deemed to beneficially own the shares of Common Stock owned
by Newcastle.  Accordingly, Newcastle, NCM, NCG and Mr. Schwarz may be
deemed to control 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.
  2
  PART
IV
  
 Item 15.  Exhibits and Financial Statement
Schedules
 
 The
following exhibits are filed herewith:
 
 31.1
              Certification
      of Chief Executive Officer in Accordance with Section 302 of the
      Sarbanes-Oxley Act.
 
 31.2
              Certification
      of Chief Financial Officer in Accordance with Section 302 of the
      Sarbanes-Oxley Act.
 
 
 3
  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:  June
      3, 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 3rd day of June 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
      Schwarz
                
                Chairman
      of the Board/s/
      James Risher
                
                DirectorJames
      Risher/s/
      Jonathan Bren
                
                DirectorJonathan
      BrenDirectorSteve
      Pully
  4