U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


(Amendment
No. 1)





x  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF
1934


For
the fiscal year ended December 31, 2009


OR


 ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF
1934


Commission
file number 000-53404





BIO-PATH
HOLDINGS, INC.


(Exact
name of registrant as specified in its charter)


Utah
              
              87-0652870(State
      or other jurisdiction of  incorporation)
              
              (I.R.S.
      employer identification No.)





3293
Harrison Boulevard, Suite 220, Ogden, UT 84403


(Address
of principal executive offices)





Issuer’s
telephone no., including area code: (801) 399-5500





Securities
registered pursuant to Section 12(b) of the Exchange Act: None


Securities
registered pursuant to Section 12(g) of the Exchange Act: Common Stock $0.001
par value





-Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes ̈   Nox


-Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes ̈   Nox


-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. Yesx   No ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of 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 the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large accelerated filer ̈
            
            Accelerated filer   ̈Non-accelerated filer ̈ (Do not check if a smaller reporting
              company)
            
            Smaller reporting company  x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).  Yes ̈  Nox





The
Issuer’s revenues for the fiscal year ended December 31, 2009 were
$-0-.




As of
March 22, 2010, there were 46,509,602 shares of the Issuer’s common stock issued
and outstanding of which 30,134,466 were held by non-affiliates. The aggregate
market value of the common stock held by non-affiliates of the registrant based
upon the last sales price of the common stock reported on the OTCBB on March 22,
2010 was approximately $15,368,578.





DOCUMENTS
INCORPORATED BY REFERENCE:  NONE







EXPLANATORY
NOTE




This Form
10-K/A is being filed solely for the purpose of amending and restating Item 9A,
“Controls and Procedures,” of Part II of our Annual Report on Form 10-K for the
year ended December 31, 2009, which was filed with the Securities and Exchange
Commission, or SEC, on March 31, 2010 (“Original Form 10-K”), in response to
communications received from the SEC. In addition, pursuant to the rules of the
SEC, Item 15 “Exhibits, Financial Statement Schedules” of Part IV of the
Original Form 10-K has been amended to contain currently dated certifications
from our Chief Executive Officer and Chief Financial Officer as required by
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The referenced
certifications are attached to this Form 10-K/A as Exhibits 31 and 32,
respectively.




Except
for the foregoing information that was specifically amended and restated, this
Form 10-K/A and the disclosures contained herein have not been updated to
reflect events, results or developments that occurred after the date of the
Original Form 10-K nor does it change any other disclosures contained in the
Original Form 10-K.  Accordingly, this Form 10-K/A should be read in
conjunction with the Original Form 10-K and the Company’s filings made with the
SEC subsequent to the filing of the Original Form 10-K.





ITEM
9A.   CONTROLS AND PROCEDURES.




Evaluation
of Disclosure Controls and Procedures





It is
management’s responsibility to establish and maintain adequate internal control
over all financial reporting pursuant to Rule 13a-15 under the Securities
Exchange Act of 1934 (the “Exchange Act”).  Our management, including
our principal executive officer, our principal operations officer, and our
principal financial officer, have reviewed and evaluated the effectiveness of
our disclosure controls and procedures as of the end of the period covered by
this Annual Report on Form 10-K.  Following this review and
evaluation, management
collectively determined that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in reports
that we file or submit under the Exchange Act (i) is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms, and (ii) is accumulated and communicated to management, including our
chief executive officer, our chief operations officer, and our chief financial
officer, as appropriate to allow timely decisions regarding required
disclosure.





Changes
in Internal Control over Financial Reporting





There
were no changes in our internal control over financial reporting that occurred
during the period covered by this Annual Report on Form 10-K that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.





Management’s
Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting, as defined in Exchange Act Rule 13a-15(f), is a process designed by,
or under the supervision of, our principal executive officer, our principal
operations officer, and our principal financial officer, and effected by our
Board of Directors, management, and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures
that:





Management’s
assessment of the effectiveness of our internal controls is based principally on
our financial reporting as of December 31, 2009.  In making our assessment
of internal control over financial reporting, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) in Internal Control – Integrated Framework.  Our management, with
the participation of our Chief Executive Officer (who is also the Acting Chief
Financial Officer), has evaluated the effectiveness of our internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act, as of December 31, 2009.  Those rules define internal control
over financial reporting as a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles (“GAAP”) and includes those policies and procedures
that:





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.  All internal control
systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.  The scope of management’s assessment of
the effectiveness of internal control over financial reporting includes our
consolidated subsidiary.





Our
management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2009.  Based on this assessment,
management believes that, as of that date, our internal control over financial
reporting was effective.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management's report in
this annual report.





ITEM
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.





Exhibit
                      Number
                    
                    Description
      of Exhibit31*
                    
                    Certificate
      of Chief Executive Officer/Chief Financial Officer pursuant to Exchange
      Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 Sarbanes
      Oxley Act of 2002.32*
                    
                    Certificate
      of Chief Executive Officer/ Chief Financial Officer pursuant to Section 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes
      Oxley Act of
2002.




*  Filed
herewith.





SIGNATURES





In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Company caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.





BIO-PATH
      HOLDINGS, INC.Dated:
      October 5, 2010
                      By:             /s/
      Peter NielsenPeter
      NielsenPresidentChief
      Executive OfficerChief
      Financial OfficerPrincipal
      Accounting
Officer





In
accordance with the Securities Exchange Act, this report has been signed below
by the following persons on behalf of the Company and in the capacities and on
the dates indicated.





Date
                                      
                                      Title
                                      
                                      SignatureOctober 5, 2010
                                      
                                      President / Chief
                                        Executive Officer / Chief
                                        Financial Officer /
                                        Principal Accounting
                                        Officer / Director
                                      
                                      /s/ Peter NielsenPeter  NielsenOctober
      5, 2010
                                      
                                      Secretary
      and
                                      
                                      /s/
      Douglas P. MorrisDirector
                                      
                                      Douglas
      P. MorrisOctober
      5, 2010
                                      
                                      Director
                                      
                                      /s/
        Dr. Gillian Ivers-ReadDr.
      Gillian
Ivers-Read





EXHIBITS
INDEX





Exhibit
                      Number
                    
                    Description
      of Exhibit31*
                    
                    Certificate
      of Chief Executive Officer/Chief Financial Officer pursuant to Exchange
      Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 Sarbanes
      Oxley Act of 2002.32*
                    
                    Certificate
      of Chief Executive Officer/ Chief Financial Officer pursuant to Section 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes
      Oxley Act of
2002.





*  Filed
herewith.