**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM 10-KSB/A**




x
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934** **For
                the fiscal year ended December 31,
                2006**




o
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**


**For
                the transition period from ______ to
                ______**





Commission
      file number: 000-51476





**LIXTE
      BIOTECHNOLOGY HOLDINGS, INC.**


(Name
      of
      small business issuer in its charter)










**Delaware**
            
            **20-2903526**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                Number)**248
                Route 25A, No. 2**
              **East
                Setauket, New York**
            
            **11733**(Address
                of principal executive offices)
            
            (Zip
                Code)


Issuer’s
      telephone number: **(631)
      942-7959**





Securities
      registered under Section 12(b) of the Act: None.





Securities
      registered under Section 12(g) of the Act: Common Stock.





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





Check
      whether the issuer (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
      such shorter period that the issuer was required to file such reports), and
      (2) has been subject to such filing requirements for the past 90 days. Yes
x No o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will 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-KSB or any
      amendment to this Form 10-KSB. o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act): Yes o No x





Issuer’s
      revenues for its fiscal year ended December 31, 2006: $0





Aggregate
      market value of the common stock held by non-affiliates of the Issuer as of
      March 15, 2007 was approximately $0.





There
      were 26,582,183 shares of the Company’s common stock outstanding on March 15,
      2007.





Transitional
      Small Business Disclosure Format: Yes o No x





**Explanatory
      Note**




We
      are
      filing this Amendment to Form 10-KSB to modify the table in Item 11 “SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” to delete the disclaimer
      by Richard Rappaport of beneficial ownership with respect to 426,626 shares
      issuable upon exercise of warrants issued to WestPark Capital, Inc.




**ITEM
      11.**  **SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS**




**AND
      MANAGEMENT**




The
      following table sets forth, as of January 15, 2007, certain information
      regarding beneficial ownership of our common stock by (i) each person or entity
      who is known by us to own beneficially more than 5% of the outstanding shares
      of
      common stock, (ii) each of our directors, and (iii) all directors and executive
      officers as a group. As of January 15, 2007, there were 26,582,183 shares of
      our
      common stock issued and outstanding. In computing the number and percentage
      of
      shares beneficially owned by a person, shares of common stock that a person
      has
      a right to acquire within sixty (60) days of January 15, 2007, pursuant to
      options, warrants or other rights are counted as outstanding, while these shares
      are not counted as outstanding for computing the percentage ownership of any
      other person. Unless otherwise indicated, the address for each stockholder
      listed in the following table is c/o SRKP 7, Inc., 248 Route 25A, No. 2, East
      Setauket, New York 11733. This table is based upon information supplied by
      directors, officers and principal stockholders and reports filed with the
      Securities and Exchange Commission.




**Name
                and Address of Beneficial Owner**
            
            **Amount
                and Nature of Beneficial Ownership**
            
            **Percent
                of Class****Officers,
                Directors and 5% stockholders**Dr.
                John S. Kovach
              248
                Route 25A, No. 2
              East
                Setauket, New York 11733
            
            
            17,021,786
            
            
            64.03
            %Dr.
                Philip F. Palmedo
              248
                Route 25A, No. 2
              East
                Setauket, New York 11733
            
            
            256,666
            (1)
            
            0.96
            %Richard
                Rappaport(2)
              1900
                Avenue of the Stars
              Los
                Angeles, California 90067
            
            
            1,581,471
            
            
            5.85
            %All
                Officers and directors as a group (two persons)
            
            
            17,278,452
            (1)
            
            64.37
            %





(1)  Includes
      options to purchase an aggregate of 256,666 shares of common stock, which are
      immediately exercisable.





(2)  Mr.
      Rappaport served as the Company's President from May 2005 until June 30, 2006.
      Mr. Rappaport is the Chief Executive Officer of WestPark Capital Inc. The number
      in the table includes 426,626 shares of our common stock issuable upon the
      exercise of warrants issued to WestPark Capital, Inc.







**SIGNATURES**




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


**LIXTE
                BIOTECHNOLOGY HOLDINGS, INC.**Date: August
              21, 2007
            By:
            /s/ John
              S.
              KovachName:John
              S. KovachTitle: Chief
              Executive Officer







In
      accordance with the Securities Exchange Act of 1934, this Amendment to Report
      has been signed below by the following persons on behalf of the Registrant
      in
      the capacity and on the dates indicated.




**Signature**
            
            **Title**
            
            **Date**/s/
                John S. Kovach
            
            Chief
                Executive Officer, Principal Financial Officer,
            
            August
                21, 2007**John
                S. Kovach**
            
            Principal
                Accounting Officer and Director