INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)
(Amendment No. 2)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

(1)  Based upon an aggregate of 158,516,071 shares of the Issuer’s issued and outstanding common stock as of March 28, 2012.

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CUSIP No. 1312EM 10 4

This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D amends the Schedule 13D originally filed with the United States Securities and Exchange Commission on December 20, 2010 and amended on December 21, 2010 (the “Schedule 13D”) relating to the beneficial ownership by R. Merrill Hunter (the “Reporting Person”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).  The Issuer’s principal executive offices are located at 420 Lexington Avenue, Suite 1609, New York, NY 10170.  Unless specifically amended in this Amendment No. 2, the disclosures set forth in the Schedule 13D shall remain unchanged.

Item 5.  Interest in Securities of the Issuer.

Item 5(a) is hereby restated in its entirety as follows:

(a)          The Reporting Person is the beneficial owner of 25,376,872 shares or 16.1% of the Issuer’s common stock (based upon 158,516,071 shares of the Issuer’s common stock issued and outstanding as of March 28, 2012).

(c)          On March 26, 2012, the Reporting Person transferred 3,000,000 shares to each of R. Merrill & Marilyn B. Hunter Children’s Trust DTD 12/16/97 FBO Christopher Tyler Hunter,  R. Merrill & Marilyn B. Hunter Children’s Trust DTD 12/16/97 FBO Julianna Marie Hunter, R. Merrill & Marilyn B. Hunter Children’s Trust DTD 12/16/97 FBO Matthew Reaves Hunter and R. Merrill & Marilyn B. Hunter Children’s Trust DTD 12/16/97 FBO Kathryn Hunter Cecil.

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CUSIP No. 1312EM 10 4

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate.

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