UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No. 98386D109

1.

Names of Reporting Persons
Wayne P. Rothbaum

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
15,000,000 (See Item 4)

6.

Shared Voting Power
0

7.

Sole Dispositive Power
15,000,000 (See Item 4)

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
15,000,000 (See Item 4)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
5.1% (See Item 4)

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer:
XTL Biopharmaceuticals Ltd.

(b)

Address of Issuer’s Principal Executive Offices:
750 Lexington Avenue
20th Floor
New York, NY  10022

Item 2.

(a)

Name of Person Filing:
Wayne P. Rothbaum

(b)

Address of Principal Business Office or, if none, Residence:
Wayne P. Rothbaum
c/o Quogue Capital LLC
1285 Avenue of the Americas
35th Floor

New York, NY  10019

(c)

Citizenship:
See Item 4 of cover page

(d)

Title of Class of Securities:
American Depository Receipts, each representing ten Ordinary Shares, par value
NIS 0.02 (“Ordinary Shares”)

(e)

CUSIP Number:
98386D109

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

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Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

The following information is provided as of January 3, 2008:

(a)

Amount beneficially owned:   

Wayne P. Rothbaum may be deemed to beneficially own 15,000,000 Ordinary Shares (the “total amount of shares”) as of January 3, 2008.  The total amount of shares includes 13,500,000 Ordinary Shares owned by Quogue Capital LLC.  Mr. Rothbaum is the managing member of Quogue Capital LLC and so may be deemed to beneficially own such Ordinary Shares.  Mr. Rothbaum disclaims such beneficial ownership.  The total amount of shares also includes 1,500,000 Ordinary Shares owned by M.D.K. Foundation Inc.  Mr. Rothbaum is the president of M.D.K. Foundation Inc. and so may be deemed to beneficially own such Ordinary Shares.  Mr. Rothbaum disclaims such beneficial ownership.

(b)

Percent of class:   

See Item 11 of cover page

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

See Item 5 of cover page

(ii)

Shared power to vote or to direct the vote:

See Item 6 of cover page

(iii)

Sole power to dispose or to direct the disposition of:

See Item 7 of cover page

(iv)

Shared power to dispose or to direct the disposition of:

See Item 8 of cover page

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable

Item 8.

Identification and Classification of Members of the Group.

Not applicable

Item 9.

Notice of Dissolution of Group.

Not applicable

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Date:  January 14, 2008

/s/ Wayne P. Rothbaum

Wayne P. Rothbaum