SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SOLOMON STEVEN B

(Last)

(First)

(Middle)

TWO LINCOLN CENTRE, SUITE 1600

5420 LBJ FREEWAY

(Street)

DALLAS

75240

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CT HOLDINGS ENTERPRISES INC [ CTHE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/02/2007	03/02/2007	A		250,000⁽¹⁾	A	$0.4	497,404⁽²⁾	D
Common Stock⁽¹⁾	03/02/2007	03/02/2007	A		507,143⁽¹⁾	A	$0.01	1,004,547⁽²⁾	I	By CITN Investment Inc.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Exercise of Right to Common Stock⁽¹⁾	$0.4⁽¹⁾	03/02/2007	03/02/2007	C		250,000⁽¹⁾		02/28/2007	02/28/2017⁽¹⁾	Common Stock	250,000⁽¹⁾	$0.4⁽¹⁾	537,715⁽²⁾	D
Option Exercise⁽³⁾	$0.01⁽³⁾	03/02/2007	03/02/2007	X		507,143⁽³⁾		02/28/2007	04/28/2007	Common Stock	507,143⁽³⁾	$0.01	28,572⁽²⁾	I	By CITN Investment Inc.

Explanation of Responses:

1. On March 2, 2007 Mr. Solomon exercised his right to acquire 250,000 (post 70 to 1 reverse split shares) of CT Holdings Enterprises, Inc. common stock for providing up to $100,000 of cash to fund operating expenses of the Company.

2. Adjusted for the effect of a 70 to 1 reverse stock split effective February 28, 2007.

3. Mr. Solomon is a 50% owner of CITN Investment Inc. (CII) which loaned $277,447 to the Company in 2005 pursuant to a amended convertible note. In connection with the settlement of the note in May 2006, CII option to purchase 1,014,286 shares (71,000,000 pre 70 to 1 reverse split shares) of CT Holdings Enterprises common stock became exercisable at an exercise price of par value or $0.01 per share. The option would have expired on April 28, 2007, 60 days following the effectiveness of the reverse stock split.

Remarks:

	/s/ STEVEN B. SOLOMON	03/02/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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