**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-Q**




x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934




For
      the
      quarterly period ended March 31, 2008




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




Commission
      file number: 000-51476




**LIXTE
      BIOTECHNOLOGY HOLDINGS, INC.**


(Exact
      name of registrant as specified 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)




**(631)
      942-7959**


(Registrant’s
      telephone number, including area code)




Not
      applicable


(Former
      name, former address and former fiscal year, if changed since last
      report)




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.  Yes x No o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of
      the
      Exchange Act).


Large
                accelerated filero
            Accelerated
                fileroNon-accelerated
                filero
            Smaller
                reporting company x




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




As
      of
      April 30, 2008, the Company had 27,932,178 shares of common stock, $0.0001
      par
      value, issued and outstanding.





Documents
      incorporated by reference: None





**LIXTE
      BIOTECHNOLOGY HOLDINGS, INC.**





**INDEX**





**Page No.****PART
                I - FINANCIAL INFORMATION**Item
                1. Financial StatementsCondensed
                Consolidated Balance Sheets -March
                31, 2008 (Unaudited) and December 31, 2007
            4Condensed
                Consolidated Statements of Operations (Unaudited) -Three
                Months Ended March 31, 2008 and 2007, and August 9, 2005 (Inception)
                to March 31, 2008 (Cumulative)
            5Condensed
                Consolidated Statement of Changes in Stockholders’ Equity (Deficiency)
                (Unaudited) -August 9,
                2005 (Inception) to March 31, 2008
            6Condensed
                Consolidated Statements of Cash Flows (Unaudited) -Three
                Months Ended March 31, 2008 and 2007, and August 9, 2005 (Inception)
                to March 31, 2008 (Cumulative)
            7Notes
                to Condensed Consolidated Financial Statements -Three
                Months Ended March 31, 2008 and 2007 (Unaudited)
            9Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            23Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            34Item
                4. Controls and Procedures
            34**PART
                II - OTHER INFORMATION**Item
                1. Legal Proceedings
            35Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            35Item
                3. Defaults Upon Senior Securities
            35Item
                4. Submission of Matters to a Vote of Security
                Holders
            35Item
                5. Other Information
            35Item
                6. Exhibits
            35SIGNATURES
            36


2


**Forward-Looking
      Statements**




This
      Quarterly Report on Form 10-Q contains certain forward-looking statements within
      the meaning of Section 27A of the Securities Act of 1933, and Section 21E of
      the
      Securities Exchange Act of 1934. For example, statements regarding the Company’s
      financial position, business strategy and other plans and objectives for future
      operations, and assumptions and predictions about future product demand, supply,
      manufacturing, costs, marketing and pricing factors are all forward-looking
      statements. These statements are generally accompanied by words such as
“intend,” anticipate,” “believe,” “estimate,” “potential(ly),” “continue,”
“forecast,” “predict,” “plan,” “may,” “will,” “could,” “would,” “should,”
“expect” or the negative of such terms or other comparable terminology. The
      Company believes that the assumptions and expectations reflected in such
      forward-looking statements are reasonable, based on information available to
      it
      on the date hereof, but the Company cannot provide assurances that these
      assumptions and expectations will prove to have been correct or that the Company
      will take any action that the Company may presently be planning. However, these
      forward-looking statements are inherently subject to known and unknown risks
      and
      uncertainties. Actual results or experience may differ materially from those
      expected or anticipated in the forward-looking statements. Factors that could
      cause or contribute to such differences include, but are not limited to,
      regulatory policies, available cash, research results, competition from other
      similar businesses, and market and general economic factors. This discussion
      should be read in conjunction with the condensed consolidated financial
      statements and notes thereto included in Item 1 of this Quarterly Report on
      Form 10-Q.


3


**LIXTE
      BIOTECHNOLOGY HOLDINGS, INC.**


**AND
      SUBSIDIARY**


(a
      development stage company)




**CONDENSED
      CONSOLIDATED BALANCE SHEETS**




**March 31,**
              **2008**
            
            **December 31,**
              **2007**(Unaudited)ASSETSCurrent
                assets:Cash
                and cash equivalents
            
            $
            329,166
            
            $
            508,070Advances
                on research and development contract services
            
            
            43,142
            
            
            88,180Prepaid
                expenses
            
            
            11,542
            
            
            32,117Total
                current assets
            
            
            383,850
            
            
            628,367Office
                equipment**,**net of accumulated depreciation of $1,326 atMarch
                31, 2008 and $1,167 at December 31, 2007
            
            
            583
            
            
            742Total
                assets
            
            $
            384,433
            
            $
            629,109LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                liabilities:Accounts
                payable and accrued expenses
            
            $
            65,640
            
            $
            73,741Liquidated
                damages payable under registration rights agreement
            
            
            74,000
            
            
            74,000Research
                and development contract liabilities
            
            
            4,390
            
            
            11,725Due
                to stockholder
            
            
            92,717
            
            
            92,717Total
                current liabilities
            
            
            236,747
            
            
            252,183Commitments
                and contingenciesStockholders’
                equity:Preferred
                stock, $0.0001 par value;
              authorized
                - 10,000,000 shares; issued – none
            
            
            —
            
            
            —Common
                stock, $0.0001 par value;
              authorized
                - 100,000,000 shares; issued and outstanding -
              27,932,178
                shares at March 31, 2008 and 27,832,178 shares atDecember
                31, 2007
            
            
            2,793
            
            
            2,783Additional
                paid-in capital
            
            
            2,874,911
            
            
            2,600,839Deficit
                accumulated during the development stage
            
            
            (2,730,018
            )
            
            (2,226,696
            )Total
                stockholders’ equity
            
            
            147,686
            
            
            376,926Total
                liabilities and stockholders’ equity
            
            $
            384,433
            
            $
            629,109





See
      accompanying notes to condensed consolidated financial
      statements.


4


**LIXTE
      BIOTECHNOLOGY HOLDINGS, INC.**


**AND
      SUBSIDIARY**


(a
      development stage company)




**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)**




**Three Months Ended**
              **March 31,**
            
            **Period from**
              **August 9,**
              **2005**
              **(Inception) to**
              **March 31,**
              **2008****2008**
            
            **2007**
            
            **(Cumulative)**Revenues
            
            $
            —
            
            $
            —
            
            $
            —Costs
                and expenses:General
                and administrative, including $165,149and
                $8,917 of stock-based compensation duringthe
                three months ended March 31, 2008 and 2007, respectively, and $1,152,993
                for the period from August 9, 2005 (inception) to March 31, 2008
                (cumulative)
            
            
            268,817
            
            
            110,003
            
            
            1,773,745Depreciation
            
            
            159
            
            
            148
            
            
            1,326Research
                and development costs, including $108,933 and $31,000 of stock-based
                expense during the three months ended March 31, 2008 and 2007,
                respectively, and $159,769 for the periodfrom
                August 9, 2005 (inception) to March 31, 2008 (cumulative)
            
            
            236,451
            
            
            147,675
            
            
            855,499Reverse
                merger costs
            
            
            —
            
            
            —
            
            
            50,000Total
                costs and expenses
            
            
            505,427
            
            
            257,826
            
            
            2,680,570(505,427
            )
            
            (257,826
            )
            
            (2,680,570
            )Interest
                income
            
            
            2,105
            
            
            4,723
            
            
            24,552Liquidated
                damages under registration rights agreement
            
            
            —
            
            
            —
            
            
            (74,000
            )Net
                loss
            
            $
            (503,322
            )
            $
            (253,103
            )
            $
            (2,730,018
            )Net
                loss per common share - basic and diluted
            
            $
            (0.02
            )
            $
            (0.01
            )Weighted
                average number of common shares outstanding - basic and
                diluted
            
            
            27,901,409
            
            
            26,582,183





See
      accompanying notes to condensed consolidated financial
      statements.


5


**LIXTE
      BIOTECHNOLOGY HOLDINGS, INC.**


**AND
      SUBSIDIARY**


(a
      development stage company)




**CONDENSED
      CONSOLIDATED STATEMENT OF CHANGES**


**IN
      STOCKHOLDERS’ EQUITY (DEFICIENCY)**





**Period
      from August 9, 2005 (Inception) to March 31, 2008**





**Common
                Stock**
            
            **Additional**
              **Paid-in**
            
            **Deficit**
              **Accumulated**
              **During
                the**
              **Development**
            
            **Total**
              **Stockholders’**
              **Equity****Shares**
            
            **Amount**
            
            **Capital**
            
            **Stage**
            
            **(Deficiency)**Balance,
                August 9, 2005 (inception)
            
            
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —Shares
                issued to founding stockholder
            
            
            19,021,786
            
            
            1,902
            
            
            (402
            )
            
            —
            
            
            1,500Net
                loss for the period August 9, 2005 (inception) to December 31,
                2005
            
            
            —
            
            
            —
            
            
            —
            
            
            (16,124
            )
            
            (16,124
            )Balance,
                December 31, 2005
            
            
            19,021,786
            
            
            1,902
            
            
            (402
            )
            
            (16,124
            )
            
            (14,624
            )Shares
                issued in connection with reverse merger transaction
            
            
            4,005,177
            
            
            401
            
            
            62,099
            
            
            —
            
            
            62,500Shares
                issued in private placement, net of offering costs of
                $214,517
            
            
            3,555,220
            
            
            355
            
            
            969,017
            
            
            —
            
            
            969,372Stock-based
                compensation
            
            
            —
            
            
            —
            
            
            97,400
            
            
            —
            
            
            97,400Net
                loss for the year
            
            
            —
            
            
            —
            
            
            —
            
            
            (562,084
            )
            
            (562,084
            )Balance,
                December 31, 2006
            
            
            26,582,183
            
            
            2,658
            
            
            1,128,114
            
            
            (578,208
            )
            
            552,564Shares
                issued in private placement, net of offering costs of
                $118,680
            
            
            999,995
            
            
            100
            
            
            531,220
            
            
            —
            
            
            531,320Stock-based
                compensation
            
            
            250,000
            
            
            25
            
            
            890,669
            
            
            —
            
            
            890,694Stock-based
                research and development costs
            
            
            —
            
            
            —
            
            
            50,836
            
            
            —
            
            
            50,836Net
                loss for the year
            
            
            
            
            
            
            
            
            
            
            
            (1,648,488
            )
            
            (1,648,488
            )Balance,
                December 31, 2007
            
            
            27,832,178
            
            
            2,783
            
            
            2,600,839
            
            
            (2,226,696
            )
            
            376,926Stock-based
                compensation
            
            
            —
            
            
            —
            
            
            165,149
            
            
            —
            
            
            165,149Stock-based
                research and development costs
            
            
            100,000
            
            
            10
            
            
            108,923
            
            
            —
            
            
            108,933Net
                loss for the three months ended March 31, 2008
            
            
            —
            
            
            —
            
            
            —
            
            
            (503,322
            )
            
            (503,322
            )Balance,
                March 31, 2008 (unaudited)
            
            
            27,932,178
            
            $
            2,793
            
            $
            2,874,911
            
            $
            (2,730,018
            )
            $
            147,686




See
      accompanying notes to condensed consolidated financial
      statements.


6


**LIXTE
      BIOTECHNOLOGY HOLDINGS, INC.**


**AND
      SUBSIDIARY**


(a
      development stage company)




**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)**





**Three Months Ended**
              **March 31,**
            
            **Period from**
              **August 9,**
              **2005**
              **(Inception) to**
              **March 31,**
              **2008****2008**
            
            **2007**
            
            **(Cumulative)**Cash
                flows from operating activitiesNet
                loss
            
            $
            (503,322
            )
            $
            (253,103
            )
            $
            (2,730,018
            )Adjustments
                to reconcile net loss to net cash used in
              operating
                activities:Depreciation
            
            
            159
            
            
            148
            
            
            1,326Stock-based
                compensation
            
            
            165,149
            
            
            8,917
            
            
            1,152,993Stock-based
                research and development costs
            
            
            108,933
            
            
            31,000
            
            
            159,769Changes
                in operating assets and liabilities:(Increase)
                decrease in -Advances
                on research and development contract services
            
            
            45,038
            
            
            (187,387
            )
            
            (43,142
            )Prepaid
                expenses
            
            
            20,575
            
            
            7,188
            
            
            (11,542
            )Increase
                (decrease) in -Accounts
                payable and accrued expenses
            
            
            (8,101
            )
            
            37,075
            
            
            65,640Research
                and development contract liabilities
            
            
            (7,335
            )
            
            213,410
            
            
            4,390Liquidated
                damages payable under registration rightsagreement
            
            
            —
            
            
            —
            
            
            74,000Net
                cash used in operating activities
            
            
            (178,904
            )
            
            (142,752
            )
            
            (1,326,584
            )Cash
                flows from investing activitiesPurchase
                of office equipment
            
            
            —
            
            
            (272
            )
            
            (1,909
            )Net
                cash used in investing activities
            
            
            —
            
            
            (272
            )
            
            (1,909
            )Cash
                flows from financing activitiesProceeds
                from sale of common stock to consulting firm
            
            
            —
            
            
            —
            
            
            250Proceeds
                from sale of common stock to founder
            
            
            —
            
            
            —
            
            
            1,500Cash
                acquired in reverse merger transaction
            
            
            —
            
            
            —
            
            
            62,500Gross
                proceeds from sale of common stock
            
            
            —
            
            
            —
            
            
            1,833,889Payment
                of private placement offering costs
            
            
            —
            
            
            —
            
            
            (333,197
            )Advances
                from stockholder
            
            
            —
            
            
            —
            
            
            92,717Net
                cash provided by financing activities
            
            
            —
            
            
            —
            
            
            1,657,659Net
                increase (decrease) in cash
            
            
            (178,904
            )
            
            (143,024
            )
            
            329,166Cash
                at beginning of period
            
            
            508,070
            
            
            679,640
            
            
            —Cash
                at end of period
            
            $
            329,166
            
            $
            536,616
            
            $
            329,166


(continued)


7


**LIXTE
      BIOTECHNOLOGY HOLDINGS, INC**


**AND
      SUBSIDIARY**


(a
      development stage company)




**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
      (continued)**





**Three Months Ended**
              **March 31,**
            
            **Period from**
              **August 9,**
              **2005**
              **(Inception)**
              **to**
              **March 31,**
              **2008****2008**
            
            **2007**
            
            **(Cumulative)**Supplemental
                disclosures of cash flow information:Cash
                paid for -Interest
            
            $
            —
            
            $
            —
            
            $
            —Income
                taxes
            
            $
            —
            
            $
            —
            
            $
            —




See
      accompanying notes to condensed consolidated financial
      statements.


8


**LIXTE
      BIOTECHNOLOGY HOLDINGS, INC.**


**AND
      SUBSIDIARY**


(a
      development stage company)





**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**





**Three
      Months Ended March 31, 2008 and 2007 (Unaudited)**




**1.
      Organization and Business Operations**




***Organization***





On
      June
      30, 2006, Lixte Biotechnology, Inc., a privately-held Delaware corporation
      (“Lixte”), completed a reverse merger transaction with SRKP 7, Inc. (“SRKP”), a
      non-trading public “shell” company, whereby Lixte became a wholly-owned
      subsidiary of SRKP. For financial reporting purposes, Lixte was considered
      the
      accounting acquirer in the merger and the merger was accounted for as a reverse
      merger. Accordingly, the historical financial statements presented herein are
      those of Lixte and do not include the historical financial results of SRKP.
      The
      stockholders’ equity section of SRKP has been retroactively restated for all
      periods presented to reflect the accounting effect of the reverse merger
      transaction. All costs associated with the reverse merger transaction were
      expensed as incurred.





Lixte
      was
      incorporated in Delaware on August 9, 2005 to capitalize on opportunities to
      develop low cost, specific and sensitive tests for the early detection of
      cancers to better estimate prognosis, to monitor treatment response, and to
      reveal targets for development of more effective treatments.





Unless
      the context indicates otherwise, SRKP and Lixte are hereinafter referred to
      as
      the “Company”. On December 7, 2006, the Company amended its Certificate of
      Incorporation to change its name from SRKP 7, Inc. to Lixte Biotechnology
      Holdings, Inc. (“Holdings”).





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities at the date of the financial statements and the reported amounts
      of
      expenses during the reporting period. Actual results could differ from those
      estimates.




The
      condensed consolidated financial statements at March 31, 2008, for the three
      months ended March 31, 2008 and 2007, and for the period from August 9,
      2005 (Inception) to March 31, 2008 (cumulative), are unaudited. In the opinion
      of management, all adjustments (including normal recurring adjustments) have
      been made that are necessary to present fairly the financial position of the
      Company as of March 31, 2008 and the results of its operations for the three
      months ended March 31, 2008 and 2007, and for the period from August 9,
      2005 (Inception) to March 31, 2008 (cumulative), and its cash flows for the
      three months ended March 31, 2008 and 2007, and for the period from
      August 9, 2005 (Inception) to March 31, 2008 (cumulative). Operating
      results for the interim periods presented are not necessarily indicative of
      the
      results to be expected for a full fiscal year. The condensed consolidated
      balance sheet at December 31, 2007 has been derived from the Company’s audited
      financial statements as of that date.




The
      statements and related notes have been prepared pursuant to the rules and
      regulations of the Securities and Exchange Commission. Accordingly, certain
      information and footnote disclosures normally included in financial statements
      prepared in accordance with generally accepted accounting principles have been
      omitted pursuant to such rules and regulations. These financial statements
      should be read in conjunction with the financial statements and other
      information included in the Company’s Annual Report on Form 10-KSB for the
      fiscal year ended December 31, 2007, as filed with the Securities and Exchange
      Commission.


9


***Operations***




The
      Company is concentrating on discovering biomarkers for common cancers for which
      better diagnostic and therapeutic measures are needed. For each of these
      diseases, a biomarker that would enable identification of the presence of cancer
      at a stage curable by surgery could possibly save thousands of lives annually.
      In addition, biomarkers specific to these diseases may also provide clues as
      to
      processes (biological pathways) that characterize specific cancer types and
      that
      may be vulnerable to drug treatment targeted to the activity of the
      biomarker.




The
      Company is currently focusing on developing new treatments for the most common
      and most aggressive type of brain cancer of adults, glioblastoma multiforme
      (“GBM”). The Company has expanded the scope of its anti-cancer investigational
      activities to include the most common brain tumor of children, medulloblastoma,
      and also to several other types of more common cancers. This expansion of
      activity is based on documentation that each of two distinct types of drugs
      being developed by the Company inhibits the growth of cell lines of breast,
      colon, lung, prostate, pancreas, ovary, stomach and liver cancer, as well as
      the
      major types of leukemias.




The
      Company is conducting its anti-cancer activities primarily through a
      collaborative program governed by a Cooperative Research and Development
      Agreement (“CRADA”) with the National Institute of Neurological Disorders and
      Stroke (“NINDS”) of the National Institutes of Health (“NIH”).




The
      Company expects that its products will derive directly from its intellectual
      property, which will consist of patents that it anticipates will arise out
      of
      its research activities. These patents are expected to cover biomarkers uniquely
      associated with the specific types of cancer, patents on methods to identify
      drugs that inhibit growth of specific tumor types, and combinations of drugs
      and
      other potential therapeutic agents for the treatment of specific cancers. The
      Company will continue to use discovery and/or recognition of molecular variants
      characteristic of specific human cancers as a guide to drug discovery and
      potentially new diagnostic tests.





The
      Company is considered a “development stage company” as defined in SFAS No. 7,
“Accounting and Reporting by Development Stage Enterprises”, as it has not yet
      commenced any revenue-generating operations, does not have any cash flows from
      operations, and is dependent on debt and equity funding to finance its
      operations. The Company has selected December 31 as its fiscal year
      end.





***Going
      Concern***




The
      Company’s financial statements have been presented on the basis that it is a
      going concern, which contemplates the realization of assets and satisfaction
      of
      liabilities in the normal course of business. The Company is in the development
      stage and has not generated any revenues from operations to date.




The
      Company’s ability to continue as a going concern is dependent upon its ability
      to develop additional sources of capital and to ultimately achieve profitable
      operations. The accompanying financial statements do not include any adjustments
      that might result from the outcome of these uncertainties.





The
      Company is currently devoting its efforts to research and development related
      to
      specific cancer biomarkers for early detection, estimation of prognosis,
      monitoring response to treatment, and development of targeted therapeutic
      agents. The Company is seeking to exploit this opportunity through execution
      of
      its business plan and the development of related patents.





At
      March
      31, 2008, the Company had not yet commenced any revenue-generating operations.
      All activity through March 31, 2008 related to the Company’s formation, capital
      raising efforts and initial research and development activities. As such, the
      Company has yet to generate any cash flows from operations, and is essentially
      dependent on debt and equity funding from both related and unrelated parties
      to
      finance its operations. Prior to June 30, 2006, the Company’s cash requirements
      were funded by advances from Lixte’s founder. On June 30, 2006, the Company
      completed an initial closing of a private placement (see Note 3), selling
      1,973,869 shares of common stock at a price of $0.333 per share and receiving
      net proceeds of $522,939. On July 27, 2006, the Company completed a second
      closing of the private placement, selling 1,581,351 shares of common stock
      at a
      price of $0.333 per share and receiving net proceeds of $446,433. On December
      12, 2007, the Company completed a second private placement, selling 999,995
      shares of common stock at a price of $0.65 per share and receiving net proceeds
      of $531,320.


10


Because
      the Company is currently engaged in research at an early stage, it will likely
      take a significant amount of time to develop any product or intellectual
      property capable of generating revenues. As such, the Company’s business is
      unlikely to generate any revenue in the next several years and may never do
      so.
      Even if the Company is able to generate revenues in the future through licensing
      its technologies or through product sales, there can be no assurance that such
      revenues will exceed its expenses.





The
      Company current resources may not be sufficient to fully fund all of the
      Company’s planned operations for the next twelve months. The Company does not
      have sufficient resources to fully develop and commercialize any products that
      may arise from its research. Accordingly, the Company will need to raise
      additional funds in order to satisfy its future working capital requirements.
      The Company expects that the net proceeds from the second private placement
      which closed in December 2007 of approximately $531,000 will be adequate to
      fund
      the Company’s updated and revised 2008 operating budget. Thereafter, the Company
      currently estimates that it will require approximately $3,000,000 of additional
      funding to finance future operations by late 2008, including the costs of the
      pre-clinical evaluation and submission to the FDA of two lead compounds in
      2009,
      and the possible establishment of a laboratory (depending on the availability
      of
      capital and various other operating developments). The amount and timing of
      future cash requirements will depend on the market’s evaluation of the Company’s
      technology and products, and the resources that the Company devotes to
      developing and supporting its activities. The Company anticipates funding these
      cash requirements from a combination of debt or equity financings and the sale,
      licensing or joint venturing of its intellectual properties.




Current
      market conditions present uncertainty as to the Company’s ability to secure
      additional funds, as well as its ability to reach profitability. There can
      be no
      assurances that the Company will be able to secure additional financing, or
      obtain favorable terms on such financing if it is available, or as to its
      ability to achieve positive cash flow from operations. Continued negative cash
      flows and lack of liquidity create significant uncertainty about the Company’s
      ability to fully implement its operating plan, as a result of which the Company
      may have to reduce the scope of its planned operations. If cash resources are
      insufficient to satisfy the Company’s liquidity requirements, the Company would
      be required to scale back or discontinue its technology and product development
      programs, or obtain funds, if available, through strategic alliances that may
      require the Company to relinquish rights to certain of its technologies
      products, or to discontinue its operations.





**2.
      Summary of Significant Accounting Policies**




***Principles
      of Consolidation***




The
      accompanying consolidated financial statements include the financial statements
      of Holdings and its wholly-owned subsidiary, Lixte. All intercompany balances
      and transactions have been eliminated in consolidation.





***Cash
      and Cash Equivalents and Concentrations***




The
      Company considers all highly liquid investments with an original maturity of
      three months or less when purchased to be cash equivalents. At times, such
      cash
      and cash equivalents may exceed federally insured limits. The Company has not
      experienced a loss in such accounts to date. The Company maintains its accounts
      with financial institutions with high credit ratings.


11


***Research
      and Development***





Research
      and development costs are expensed as incurred.  Research and development
      expenses consist primarily of fees paid to consultants and outside service
      providers, patent fees and costs, and other expenses relating to the
      acquisition, design, development and testing of the Company's treatments
      and product candidates.




Amounts
      due, pursuant to contractual commitments, on research and development contracts
      with third parties are recorded as a liability, with the related amount of
      such
      contracts recorded as advances on research and development contract services
      on
      the Company’s balance sheet. Such advances on research and development contract
      services are expensed over their life on the straight-line basis, unless the
      achievement of milestones, the completion of contracted work, or other
      information indicates that a different expensing schedule is more appropriate.
      The Company accounts for its research and development contracts in accordance
      with EITF 07-3.




The
      funds
      paid to NINDS of the NIH, pursuant to the CRADA effective March 22, 2006,
      as amended, represent an advance on research and development costs and therefore
      have future economic benefit. As such, such costs are being charged to expense
      when they are actually expended by the provider, which is, effectively, as
      they
      perform the research activities that they are contractually committed to
      provide. Absent information that would indicate that a different expensing
      schedule is more appropriate (such as, for example, from the achievement of
      performance milestones or the completion of contract work), such advances are
      being expensed over the contractual service term on a straight-line basis,
      which
      reflects a reasonable estimate of when the underlying research and development
      costs are being incurred. The Company’s $200,000 financial obligation due under
      the CRADA as of March 22, 2007, was paid on June 29, 2007, and is intended
      to
      fund ongoing research and development activities through June 30,
      2008.




***Patent
      Costs***




Due
      to
      the significant uncertainty associated with the successful development of
      one or more commercially viable products based on the Company's research efforts
      and any related patent applications, all patent costs, including patent-related
      legal fees, are expensed as incurred. Patent costs were $40,000 and $40,000
      for
      the three months ended March 31, 2008 and 2007, respectively, and $200,909
      for
      the period from August 9, 2005 (inception) to March 31, 2008 (cumulative).
      Patent costs are included in research and development costs in the Company's
      statement of operations.





***Income
      Taxes***




The
      Company accounts for income taxes pursuant to Statement of Financial Accounting
      Standards No. 109, “Accounting for Income Taxes” (“SFAS No. 109”), which
      establishes financial accounting and reporting standards for the effects of
      income taxes that result from an enterprise’s activities during the current and
      preceding years. SFAS No. 109 requires an asset and liability approach for
      financial accounting and reporting for income taxes. Accordingly, the Company
      recognizes deferred tax assets and liabilities for the expected impact of
      differences between the financial statements and the tax basis of assets and
      liabilities.




For
      federal income tax purposes, substantially all expenses, except for interest,
      taxes, and research and development, are deemed start-up and organization costs
      and must be deferred until the Company commences business operations at which
      time they may be written off over a 60-month period. The Company has elected
      to
      deduct research and development costs currently.




The
      Company records a valuation allowance to reduce its deferred tax assets to
      the
      amount that is more likely than not to be realized. In the event the Company
      was
      to determine that it would be able to realize its deferred tax assets in the
      future in excess of its recorded amount, an adjustment to the deferred tax
      assets would be credited to operations in the period such determination was
      made. Likewise, should the Company determine that it would not be able to
      realize all or part of its deferred tax assets in the future, an adjustment
      to
      the deferred tax assets would be charged to operations in the period such
      determination was made.


12


For
      federal income tax purposes, net operating losses can be carried forward for
      a
      period of 20 years until they are either utilized or until they
      expire.





In
      July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an
      interpretation of FASB Statement No. 109” (“FIN 48”), which provides
      criteria for the recognition, measurement, presentation and disclosure of
      uncertain tax positions. A tax benefit from an uncertain position may be
      recognized only if it is “more likely than not” that the position is sustainable
      based on its technical merits. The Company adopted the provisions of FIN 48
      on January 1, 2007.





***Stock-Based
      Compensation***





Effective
      January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), "Share-Based
      Payment" ("SFAS No. 123R"), a revision to SFAS No. 123, "Accounting for
      Stock-Based Compensation". SFAS No. 123R requires that the Company measure
      the
      cost of employee services received in exchange for equity awards based on the
      grant date fair value of the awards, with the cost to be recognized as
      compensation expense in the Company’s financial statements over the vesting
      period of the awards. Accordingly, the Company recognizes compensation cost
      for
      equity-based compensation for all new or modified grants issued after December
      31, 2005. The Company did not have any modified grants subsequent to December
      31, 2005.




In
      December 2007, the Securities and Exchange Commission issued Staff Accounting
      Bulletin No. 110 (“SAB 110”), which expresses the views of the staff regarding
      the use of a “simplified” method, as discussed in Staff Accounting Bulletin No.
      107, in developing an estimate of expected term of “plain vanilla” share options
      in accordance with SFAS No. 123R. The staff indicated that it will accept a
      company’s election to use the simplified method, regardless of whether the
      company has sufficient information to make more refined estimates of expected
      term. SAB 110 was effective January 1, 2008, and did not have a significant
      impact on the Company’s consolidated financial statements.




In
      addition, commencing January 1, 2006, the Company was required to recognize
      the
      unvested portion of the grant date fair value of awards issued prior to the
      adoption of SFAS No. 123R based on the fair values previously calculated for
      disclosure purposes over the remaining vesting period of the outstanding stock
      options and warrants. The Company did not have any unvested outstanding stock
      options or warrants at December 31, 2005.





The
      Company accounts for stock option and warrant grants issued and vesting to
      non-employees in accordance with EITF No. 96-18, “Accounting for Equity
      Instruments that are Issued to Other Than Employees for Acquiring, or in
      Conjunction with Selling, Goods or Services”, and EITF 00-18, “Accounting
      Recognition for Certain Transactions involving Equity Instruments Granted to
      Other Than Employees”, whereas the value of the stock compensation is based upon
      the measurement date as determined at either (a) the date at which a performance
      commitment is reached or (b) at the date at which the necessary performance
      to
      earn the equity instruments is complete.





***Earnings
      Per Share***




The
      Company computes earnings per share (“EPS”) in accordance with SFAS
      No. 128, “Earnings per Share” and SEC Staff Accounting Bulletin
      No. 98.  SFAS No. 128 requires companies with complex capital
      structures to present basic and diluted EPS.  Basic EPS is measured as the
      income (loss) available to common shareholders divided by the weighted average
      common shares outstanding for the period.  Diluted EPS is similar to basic
      EPS but presents the dilutive effect on a per share basis of potential common
      shares (e.g., warrants and options) as if they had been converted at the
      beginning of the periods presented, or issuance date, if later.  Potential
      common shares that have an anti-dilutive effect (i.e., those that increase
      income per share or decrease loss per share) are excluded from the calculation
      of diluted EPS.


13


Loss
      per
      common share is computed by dividing net loss by the weighted average number
      of
      shares of common stock outstanding during the respective periods. Basic and
      diluted loss per common share are the same for all periods presented because
      all
      warrants and stock options outstanding are anti-dilutive. The 19,021,786 shares
      of common stock issued to the founder of Lixte in conjunction with the closing
      of the reverse merger transaction on June 30, 2006 have been presented as
      outstanding for all periods presented.





At
      March
      31, 2008 and December 31, 2007, the Company had securities outstanding entitling
      the holder thereof to acquire shares of common stock as
      follows:




**March 31,**
              **2008**
            
            **December 31,**
              **2007**Warrants
            
            
            546,626
            
            
            546,626Stock
                options
            
            
            2,290,000
            
            
            2,090,000Total
            
            
            2,836,626
            
            
            2,636,626





**** ***Equipment***




Equipment
      is recorded at cost. Depreciation expense is provided on a straight-line basis
      using estimated useful lives of 3 years. Maintenance and repairs are charged
      to
      expense as incurred. When assets are retired or otherwise disposed of, the
      property accounts are relieved of costs and accumulated depreciation and any
      resulting gain or loss is credited or charged to operations.




***Fair
      Value of Financial Instruments***




The
      carrying amounts of cash and cash equivalents, prepaid expenses, accounts
      payable, accrued expenses and due to stockholder approximate their respective
      fair values due to the short-term nature of these items and/or the current
      interest rates payable in relation to current market conditions.




***Use
      of Estimates*** ****




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities at the date of the financial statements and the reported amounts
      of
      expenses during the reporting period. Actual results could differ from those
      estimates.




***Reclassification***




Certain
      reclassifications have been made to prior period balances to conform to the
      March 31, 2008 presentation. Such reclassifications did not have any effect
      on
      results of operations.




***Adoption
      of New Accounting Policies***





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No. 157, “Fair Value Measurements” (“SFAS No. 157”), which
      establishes a formal framework for measuring fair value under Generally Accepted
      Accounting Principles (“GAAP”). SFAS No. 157 defines and codifies the
      many definitions of fair value included among various other authoritative
      literature, clarifies and, in some instances, expands on the guidance for
      implementing fair value measurements, and increases the level of disclosure
      required for fair value measurements. Although SFAS No. 157 applies to
      and amends the provisions of existing FASB and American Institute of Certified
      Public Accountants (“AICPA”) pronouncements, it does not, of itself, require any
      new fair value measurements, nor does it establish valuation standards.
      SFAS No. 157 applies to all other accounting pronouncements requiring
      or permitting fair value measurements, except for: SFAS No. 123R,
      share-based payment and related pronouncements, the practicability exceptions
      to
      fair value determinations allowed by various other authoritative pronouncements,
      and AICPA Statements of Position 97-2 and 98-9 that deal with software revenue
      recognition. SFAS No. 157 was effective January 1, 2008.


14


In
      February 2007, the FASB issued Statement of Financial Accounting Standards
      No. 159, “The Fair Value Option for Financial Assets and Financial
      Liabilities” (“SFAS No. 159”), which provides companies with an option
      to report selected financial assets and liabilities at fair value.
      SFAS No. 159’s objective is to reduce both complexity in accounting
      for financial instruments and the volatility in earnings caused by measuring
      related assets and liabilities
      differently. Generally accepted accounting principles have required different
      measurement attributes for different assets and liabilities that can create
      artificial volatility in earnings. SFAS No. 159 helps to mitigate this
      type of accounting-induced volatility by enabling companies to report related
      assets and liabilities at fair value, which would likely reduce the need for
      companies to comply with detailed rules for hedge accounting.
      SFAS No. 159 also establishes presentation and disclosure requirements
      designed to facilitate comparisons between companies that choose different
      measurement attributes for similar types of assets and liabilities.
      SFAS No. 159 requires companies to provide additional information that
      will help investors and other users of financial statements to more easily
      understand the effect of the company’s choice to use fair value on its earnings.
      SFAS No. 159 also requires companies to display the fair value of
      those assets and liabilities for which the company has chosen to use fair value
      on the face of the balance sheet. SFAS No. 159 does not eliminate
      disclosure requirements included in other accounting standards, including
      requirements for disclosures about fair value measurements included in
      SFAS No. 157 and SFAS No. 107. SFAS No. 159 was
      effective January 1, 2008.





***Recent
      Accounting Pronouncements***




In
      December 2007, the FASB issued SFAS No. 141(R), “Business
      Combinations” (“SFAS No. 141(R)”), which requires an acquirer to
      recognize in its financial statements as of the acquisition date (i) the
      identifiable assets acquired, the liabilities assumed, and any noncontrolling
      interest in the acquiree, measured at their fair values on the acquisition
      date,
      and (ii) goodwill as the excess of the consideration transferred plus the
      fair value of any noncontrolling interest in the acquiree at the acquisition
      date over the fair values of the identifiable net assets acquired.
      Acquisition-related costs, which are the costs an acquirer incurs to effect
      a
      business combination, will be accounted for as expenses in the periods in which
      the costs are incurred and the services are received, except that costs to
      issue
      debt or equity securities will be recognized in accordance with other applicable
      GAAP. SFAS No. 141(R) makes significant amendments to other Statements
      and other authoritative guidance to provide additional guidance or to conform
      the guidance in that literature to that provided in SFAS No. 141(R).
      SFAS No. 141(R) also provides guidance as to what information is to be
      disclosed to enable users of financial statements to evaluate the nature and
      financial effects of a business combination. SFAS No. 141(R) is
      effective for financial statements issued for fiscal years beginning on or
      after
      December 15, 2008. Early adoption is prohibited. The Company has not yet
      determined the effect on its consolidated financial statements, if any, upon
      adoption of SFAS No. 141(R).




In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests
      in Consolidated Financial Statements — an amendment of ARB No. 51”
(“SFAS No. 160”), which revises the relevance, comparability, and
      transparency of the financial information that a reporting entity provides
      in
      its consolidated financial statements by establishing accounting and reporting
      standards that require (i) the ownership interests in subsidiaries held by
      parties other than the parent be clearly identified, labeled, and presented
      in
      the consolidated statement of financial position within equity, but separate
      from the parent’s equity, (ii) the amount of consolidated net income
      attributable to the parent and to the noncontrolling interest be clearly
      identified and presented on the face of the consolidated statement of income,
      (iii) changes in a parent’s ownership interest while the parent retains its
      controlling financial interest in its subsidiary be accounted for consistently
      as equity transactions, (iv) when a subsidiary is deconsolidated, any
      retained noncontrolling equity investment in the former subsidiary be initially
      measured at fair value, with the gain or loss on the deconsolidation of the
      subsidiary being measured using the fair value of any noncontrolling equity
      investment rather than the carrying amount of that retained investment, and
      (v) entities provide sufficient disclosures that clearly identify and
      distinguish between the interests of the parent and the interests of the
      noncontrolling owners. SFAS No. 160 amends FASB No. 128 to
      provide that the calculation of earnings per share amounts in the consolidated
      financial statements will continue to be based on the amounts attributable
      to the parent. SFAS No. 160 is effective for financial statements
      issued for fiscal years, and interim periods within those fiscal years,
      beginning on or after December 15, 2008. Early adoption is prohibited.
      SFAS No. 160 shall be applied prospectively as of the beginning of the
      fiscal year in which it is initially applied, except for the presentation and
      disclosure requirements, which shall be applied retrospectively for all periods
      presented. The Company has not yet determined the effect on its consolidated
      financial statements, if any, upon adoption of SFAS No. 160.


15


In
      March
      2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
      and Hedging Activities - an amendment of FASB Statement No. 133” (“SFAS No.
      161”). SFAS No. 161 amends and expands the disclosure requirements of SFAS No.
      133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No.
      133”). The objective of SFAS No. 161 is to provide users of financial statements
      with an enhanced understanding of how and why an entity uses derivative
      instruments, how derivative instruments and related hedged items are accounted
      for under SFAS No. 133 and its related interpretations, and how derivative
      instruments and related hedged items affect an entity’s financial position,
      financial performance, and cash flows. SFAS No. 161 requires qualitative
      disclosures about objectives and strategies for using derivatives, quantitative
      disclosures about fair value amounts of and gains and losses on derivative
      instruments, and disclosures about credit-risk-related contingent features
      in
      derivative agreements. SFAS No. 161 applies to all derivative financial
      instruments, including bifurcated derivative instruments (and nonderivative
      instruments that are designed and qualify as hedging instruments pursuant to
      paragraphs 37 and 42 of SFAS No. 133) and related hedged items accounted for
      under SFAS No. 133 and its related interpretations. SFAS No. 161 also amends
      certain provisions of SFAS No. 131. SFAS No. 161 is effective for financial
      statements issued for fiscal years and interim periods beginning after November
      15, 2008, with early application encouraged. SFAS No. 161 encourages, but does
      not require, comparative disclosures for earlier periods at initial adoption. The
      Company has not yet determined the effect on its consolidated financial
      statements, if any, upon adoption of SFAS No. 161.




**3.
      Share Exchange Agreement and Private Placement**




***Share
      Exchange Agreement***




On
      June
      30, 2006, pursuant to a Share Exchange Agreement dated as of June 8, 2006 (the
      “Share Exchange Agreement”) by and among Holdings, Dr. John S. Kovach (“Seller”)
      and Lixte, Holdings issued 19,021,786 shares of its common stock in exchange
      for
      all of the issued and outstanding shares of Lixte (the “Exchange”). Previously,
      on October 3, 2005, Lixte had issued 1,500 shares of its no par value common
      stock to its founder for $1,500, which constituted all of the issued and
      outstanding shares of Lixte prior to the Exchange. As a result of the Exchange,
      Lixte became a wholly-owned subsidiary of Holdings.




Pursuant
      to the Exchange, Holdings issued to the Seller 19,021,786 shares of its common
      stock. Holdings had a total of 25,000,832 shares of common stock issued and
      outstanding after giving effect to the Exchange and the 1,973,869 shares of
      common stock issued in the initial closing of the private
      placement.




As
      a
      result of the Exchange and the shares of common stock issued in the initial
      closing of the private placement, on June 30, 2006, the stockholders of the
      Company immediately prior to the Exchange owned 4,005,177 shares of common
      stock, equivalent to approximately 16% of the issued and outstanding shares
      of
      the Company’s common stock, and the Company is now controlled by the former
      stockholder of Lixte.




The
      Share
      Exchange Agreement was determined through arms-length negotiations between
      Holdings, the Seller and Lixte. In connection with the Exchange, the Company
      paid WestPark Capital, Inc. an aggregate cash fee of $50,000.


16


***Private
      Placements***


On
      June
      30, 2006, concurrently with the closing of the Exchange, the Company sold an
      aggregate of 1,973,869 shares of its common stock to accredited investors in
      an
      initial closing of a private placement at a per share price of $0.333, resulting
      in aggregate gross proceeds to the Company of $657,299. The Company paid to
      WestPark Capital, Inc., as placement agent, a commission of 10% and a
      non-accountable fee of 4% of the gross proceeds of the private placement and
      issued five-year warrants to purchase common stock equal to (a) 10% of the
      number of shares sold in the private placement exercisable at $0.333 per share
      and (b) an additional 2% of the number of shares sold in the private placement
      also exercisable at $0.333 per share. A total of 236,864 warrants were issued.
      Net cash proceeds to the Company, after the deduction of all private placement
      offering costs and expenses, were $522,939.





On
      July
      27, 2006, the Company sold an aggregate of 1,581,351 shares of its common stock
      to accredited investors in a second closing of the private placement at a per
      share price of $0.333 resulting in aggregate gross proceeds to the Company
      of
      $526,590. The Company paid to WestPark Capital, Inc., as placement agent, a
      commission of 10% and a non-accountable fee of 4% of the gross proceeds of
      the
      private placement and issued five-year warrants to purchase common stock equal
      to (a) 10% of the number of shares sold in the private placement exercisable
      at
      $0.333 per share and (b) an additional 2% of the number of shares sold in the
      private placement also exercisable at $0.333 per share. A total of 189,762
      warrants were issued. Net cash proceeds to the Company were
      $446,433.




In
      conjunction with the private placement of common stock, the Company issued
      a
      total of 426,626 five-year warrants to WestPark Capital, Inc. exercisable at
      the
      per share price of the common stock sold in the private placement ($0.333 per
      share). The warrants issued to WestPark Capital, Inc. do not contain any price
      anti-dilution provisions. However, such warrants contain cashless exercise
      provisions and demand registration rights, but the warrant holder has agreed
      to
      waive any claims to monetary damages or financial penalties for any failure
      by
      the Company to comply with such registration requirements. Based on the
      foregoing, the warrants have been accounted for as equity.




The
      fair
      value of the warrants, as calculated pursuant to the Black-Scholes
      option-pricing model, was determined to be $132,254 ($0.31 per share) using
      the
      following Black-Scholes input variables: stock price on date of grant - $0.333;
      exercise price - $0.333; expected life - 5 years; expected volatility - 150%;
      expected dividend yield - 0%; risk-free interest rate - 5%.





As
      part
      of the Company’s private placement of its securities completed on July 27, 2006,
      the Company entered into a registration rights agreement with the purchasers,
      whereby the Company agreed to register the shares of common stock sold in the
      private placement, and to maintain the effectiveness of such registration
      statement, subject to certain conditions. The agreement required the Company
      to
      file a registration statement within 45 days of the closing of the private
      placement and to have the registration statement declared effective within
      120
      days of the closing of the private placement. On September 8, 2006, the Company
      filed a registration statement on Form SB-2 to register 3,555,220 shares of
      the
      common stock sold in the private placement. Since the registration statement
      was
      not declared effective by the Securities and Exchange Commission within 120
      days
      of the closing of the private placement, the Company was required to pay each
      investor prorated liquidated damages equal to 1.0% of the amount raised per
      month, payable monthly in cash.





In
      accordance with EITF 00-19-2, “Accounting for Registration Payment
      Arrangements”, on the date of the closing of the private placement, the Company
      believed it would meet the deadlines under the registration rights agreement
      with respect to filing a registration statement and having it declared effective
      by the Securities and Exchange Commission. As a result, the Company did not
      record any liabilities associated with the registration rights agreement at
      June
      30, 2006. At December 31, 2006, the Company determined that the registration
      statement covering the shares sold in the private placement would not be
      declared effective within the requisite time frame and therefore accrued six
      months liquidated damages under the registration rights agreement aggregating
      approximately $74,000, which has been presented as a current liability at
      December 31, 2007 and 2006. No further registration penalty accrual was required
      at December 31, 2007, as the Company’s registration statement on Form SB-2 was
      declared effective by the Securities and Exchange Commission on May 14, 2007.
      The Company will continue to review the status of the registration statement
      at
      each quarter end in the future and record further liquidated damages under
      the
      registration rights agreement as necessary. At March 31, 2008, the registration
      penalty to the investors was still due and payable.


17


On
      December 12, 2007, the Company sold an aggregate of 999,995 shares of its common
      stock to accredited investors in a second private placement at a per share
      price
      of $0.65, resulting in aggregate gross proceeds to the Company of $650,000.
      The
      Company paid to WestPark Capital, Inc., as placement agent, a commission of
      10%
      and a non-accountable fee of 4% of the gross proceeds of the private placement
      and issued five-year warrants to purchase common stock equal to (a) 10% of
      the
      number of shares sold in the private placement exercisable at $0.65 per share
      and (b) an additional 2% of the number of shares sold in the private placement
      also exercisable at $0.65 per share. Net cash proceeds to the Company were
      $531,320.




In
      conjunction with the second private placement of common stock, the Company
      issued a total of 120,000 five-year warrants to WestPark Capital, Inc.
      exercisable at the per share price of the common stock sold in the private
      placement ($0.65 per share). The warrants issued to WestPark Capital, Inc.
      do
      not contain any price anti-dilution provisions. However, such warrants contain
      cashless exercise provisions and demand registration rights, but the warrant
      holder has agreed to waive any claims to monetary damages or financial penalties
      for any failure by the Company to comply with such registration requirements.
      Based on the foregoing, the warrants have been accounted for as
      equity.





The
      fair
      value of the warrants, as calculated pursuant to the Black-Scholes
      option-pricing model, was determined to be $115,200 ($0.96 per share) using
      the
      following Black-Scholes input variables: stock price on date of grant - $1.10;
      exercise price - $0.65; expected life - 5 years; expected volatility - 118.6%;
      expected dividend yield - 0%; risk-free interest rate - 4%.




As
      part
      of the Company’s second private placement of its securities completed on
      December 12, 2007, the Company entered into a registration rights agreement
      with
      the purchasers, whereby the Company agreed to register the shares of common
      stock sold in the second private placement at its sole cost and expense. The
      registration rights agreement terminates at such time as the common shares
      may
      be sold in market transactions without regard to any volume limitations. The
      registration rights agreement requires the Company to file a registration
      statement within 75 days of receipt of written demand from holders who represent
      at least 50% of the common shares issued pursuant to the second private
      placement, provided that no demand shall be made for less than 500,000 shares,
      and to use its best efforts to cause such registration statement to become
      and
      remain effective for the requisite period. The registration rights agreement
      also provides for unlimited piggyback registration rights. The registration
      rights agreement does not provide for any penalties in the event that the
      Company is unable to comply with its terms.





The
      Company’s common stock was listed for trading on the OTC Bulletin Board
      commencing September 24, 2007.





**4.
      Related Party Transactions**




Since
      inception, Lixte’s founding stockholder and Chief Executive Officer, Dr. John
      Kovach, has periodically made advances to the Company to meet operating
      expenses. Such advances are non-interest-bearing and are due on demand. At
      March
      31, 2008 and December 31, 2007, stockholder advances totaled
      $92,717.




The
      Company’s office facilities have been provided without charge by Dr. Kovach.
      Such costs were not material to the financial statements and, accordingly,
      have
      not been reflected therein.




Dr.
      Kovach did not receive any compensation from the Company during the three months
      ended March 31, 2008 and 2007, and for the period from August 9, 2005
      (Inception) through March 31, 2008, in view of the Company’s development stage
      status and limited resources. Any future compensation arrangements will be
      subject to the approval of the Board of Directors.


18


Dr.
      Kovach is involved in other business activities and may, in the future, become
      involved in other business opportunities that become available. Accordingly,
      he
      may face a conflict in selecting between the Company and his other business
      interests. The Company has not yet formulated a policy for the resolution of
      such potential conflicts.




**5.
      Common Stock and Preferred Stock**




The
      Company’s Certificate of Incorporation provides for authorized capital of
      110,000,000 shares, of which 100,000,000 shares are common stock with a par
      value of $0.0001 per share and 10,000,000 shares are preferred stock with a
      par
      value of $0.0001 per share.




The
      Company is authorized to issue 10,000,000 shares of preferred stock with such
      designations, voting and other rights and preferences, as may be determined
      from
      time to time by the Board of Directors.





**6.
      Stock Options and Warrants**




On
      June
      30, 2006, effective with the closing of the Exchange, the Company granted to
      Dr. Philip Palmedo, an outside director of the Company, stock options to
      purchase an aggregate of 200,000 shares of common stock, exercisable for a
      period of five years at $0.333 per share, with one-third of the options (66,666
      shares) vesting immediately upon joining the Board and one-third vesting
      annually on each of June 30, 2007 and 2008. The fair value of these options,
      as
      calculated pursuant to the Black-Scholes option-pricing model, was determined
      to
      be $62,000 ($0.31 per share), of which $20,666 was charged to operations on
      June
      30, 2006, and the remaining $41,334 is being charged to operations ratably
      from
      July 1, 2006 through June 30, 2008. During the three months ended March 31,
      2008
      and 2007, the Company recorded a charge to operations of $5,167 and $5,167,
      respectively, with respect to these options.




On
      June
      30, 2006, effective with the closing of the Exchange, the Company also granted
      to Dr. Palmedo additional stock options to purchase 190,000 shares of
      common stock exercisable for a period of five years at $0.333 per share for
      services rendered in developing the business plan for Lixte, all of which were
      fully vested upon issuance. The fair value of these options, as calculated
      pursuant to the Black-Scholes option-pricing model, was determined to be $58,900
      ($0.31 per share), and was charged to operations at June 30, 2006.




On
      June
      30, 2006, effective with the closing of the Exchange, the Company granted to
      certain members of its Scientific Advisory Committee stock options to purchase
      an aggregate of 100,000 shares of common stock exercisable for a period of
      five
      years at $0.333 per share, with one-half of the options vesting annually on
      each
      of June 30, 2007 and June 30, 2008. The fair value of these options, as
      calculated pursuant to the Black-Scholes option-pricing model, was initially
      determined to be $31,000 ($0.31 per share), and is being charged to operations
      ratably from July 1, 2006 through June 30, 2008. On March 31, 2008 and 2007,
      the
      fair value of these options, as calculated pursuant to the Black-Scholes
      option-pricing model, was determined to be $81,000 ($0.81 per share) and $30,000
      ($0.30 per share), respectively, which resulted in a charge to operations of
      $14,594 and $11,260 during the three months ended March 31, 2008 and 2007,
      respectively.





On
      June
      30, 2006, the fair value of the aforementioned stock options was initially
      calculated using the following Black-Scholes input variables: stock price -
      $0.333; exercise price - $0.333; expected life - 5 to 7 years; expected
      volatility - 150%; expected dividend yield - 0%; risk-free interest rate -
      5%.
      On March 31, 2007, the Black-Scholes input variables utilized to determine
      the
      fair value of the aforementioned stock options were stock price - $0.333;
      exercise price - $0.333; expected life - 4.25 to 6.25 years; expected volatility
      - 150%; expected dividend yield - 0%; risk-free interest rate - 4.5%. On March
      31, 2008, the fair value of the aforementioned stock options was calculated
      using the following Black-Scholes input variables: stock price - $0.95; exercise
      price - $0.333; expected life - 3.25 to 5.25 years; expected volatility -
      120.1%; expected dividend yield - 0%; risk-free interest rate -
      3.09%.


19


On
      June
      20, 2007, the Board of Directors of the Company approved the 2007 Stock
      Compensation Plan (the “2007 Plan”), which provides for the granting of awards,
      consisting of common stock options, stock appreciation rights, performance
      shares, or restricted shares of common stock, to employees and independent
      contractors, for up to 2,500,000 shares of the Company’s common stock, under
      terms and condition, as determined by the Company’s Board of Directors.





On
      September 12, 2007, in conjunction with his appointment as a director of the
      Company, the Company granted to Dr. Stephen Carter stock options to purchase
      an
      aggregate of 200,000 shares of common stock under the 2007 Plan, exercisable
      for
      a period of five years from vesting date at $0.333 per share, with one-half
      (100,000 shares) vesting annually on each of September 12, 2008 and 2009. The
      fair value of these options, as calculated pursuant to the Black-Scholes
      option-pricing model, was determined to be $204,000 ($1.02 per share), and
      is
      being charged to operations ratably from September 12, 2007 through September
      12, 2009, which resulted in a charge to operations of $25,361 during the three
      months ended March 31, 2008.





On
      September 12, 2007, the Company entered into a consulting agreement with Gil
      Schwartzberg and granted to Mr. Schwartzberg stock options to purchase an
      aggregate of 1,000,000 shares of common stock, exercisable for a period of
      four
      years from vesting date at $1.00 per share, with one-half of the options
      (500,000 shares) vesting immediately and one-half (500,000 shares) vesting
      on
      September 12, 2008. The fair value of these options, as calculated pursuant
      to
      the Black-Scholes option-pricing model, was initially determined to be $945,000
      ($0.945 per share), of which $465,000 was attributed to the fully-vested options
      and was thus charged to operations on September 12, 2007. The remaining portion
      of the fair value of these options is being charged to operations ratably from
      September 12, 2007 through September 12, 2008. During the three months ended
      March 31, 2008, the Company recorded a charge to operations of $120,027 with
      respect to these options.





On
      September 12, 2007, the Company entered into a consulting agreement with Francis
      Johnson, a co-owner of Chem-Master International, Inc. and granted to Professor
      Johnson stock options to purchase an aggregate of 300,000 shares of common
      stock, exercisable for a period of four years from vesting date at $0.333 per
      share, with one-third (100,000 shares) vesting annually on each of September
      12,
      2008, 2009 and 2010. The fair value of these options, as calculated pursuant
      to
      the Black-Scholes option-pricing model, was initially determined to be $300,000
      ($1.00 per share), and is being charged to operations ratably from September
      12,
      2007 through September 12, 2010. On March 31, 2008, the fair value of these
      options, as calculated pursuant to the Black-Scholes option-pricing model,
      was
      determined to be $255,000 ($0.85 per share), which resulted in a charge to
      operations of $26,844 during the three months ended March 31, 2008.




In
      accordance with EITF 96-18, options granted to committee members and outside
      consultants are revalued each reporting period to determine the amount to be
      recorded as an expense in the respective period. As the options vest, they
      are
      valued on each vesting date and an adjustment is recorded for the difference
      between the value already recorded and the then current value on the date of
      vesting.





On
      September 12, 2007, the fair value of the aforementioned stock options was
      initially calculated using the following Black-Scholes input variables: stock
      price - $1.05; exercise price - $0.333 to $1.00; expected life - 4 to 6 years;
      expected volatility - 150%; expected dividend yield - 0%; risk-free interest
      rate - 5%. On March 31, 2008, the fair value of the aforementioned stock options
      was calculated (for stock options revalued pursuant to EITF 98-16) using the
      following Black-Scholes input variables: stock price - $0.95; exercise price
      -
      $0.333 to $1.00; expected life - 4.45 years; expected volatility - 120.1%;
      expected dividend yield - 0%; risk-free interest rate - 3.09%. The Company
      used
      a revised volatility factor at March 31, 2008 as it had trading data commencing
      September 24, 2007.





Additional
      information with respect to common stock warrants and stock options issued
      is
      provided at Notes 3 and 7.


20




**7.**  **Commitments
      and Contingencies**




Effective
      March 22, 2006, Lixte entered into a CRADA, as amended, with the NINDS of the
      NIH. The CRADA is for a term of 27 months from the effective date and may be
      unilaterally terminated by either party by providing written notice within
      sixty
      days. The CRADA provides for the collaboration between the parties in the
      identification and evaluation of agents that target the Nuclear Receptor
      CoRepressor (N-CoR) pathway for glioma cell differentiation. The CRADA also
      provided that NINDS and Lixte will conduct research to determine if expression
      of N-CoR correlates with prognosis in glioma patients. Pursuant to the CRADA,
      Lixte agreed to provide funds under the CRADA in the amount of $200,000 per
      year
      to fund two technical assistants for the technical, statistical and
      administrative support for the research activities, as well as to pay for
      supplies and travel expenses. The first installment of $200,000 was due within
      180 days of the effective date and was paid in full on July 6, 2006. The second
      installment of $200,000 was paid in full on June 29, 2007. The CRADA was
      extended to June 30, 2008 from March 2008 at no additional cost as the funds
      provided by the Company are expected to support the collaboration at least
      until
      that date.





On
      January 5, 2007, Lixte entered into a Services Agreement with The Free State
      of
      Bavaria (Germany) represented by the University of Regensburg (the “University”)
      pursuant to which Lixte retained the University to provide to it certain samples
      of primary cancer tissue and related biological fluids to be obtained from
      patients afflicted with specified types of cancer. The University also agreed
      to
      provide certain information relating to such patients. Lixte agreed to pay
      the
      University 72,000 Euros in two equal installments. The first installment of
      36,000 Euros ($48,902) was paid on March 7, 2007. On January 12, 2008, Lixte
      terminated the Services Agreement in accordance with its terms, as a result
      of
      which payment of the second installment of 36,000 Euros was cancelled. The
      University agreed to deliver 50% of the aforementioned samples under the
      terminated Services Agreement.




On
      February 5, 2007, Lixte entered into a two-year agreement (the “Chem-Master
      Agreement”) with Chem-Master International, Inc. (“Chem-Master”), a company
      co-owned by Francis Johnson, a consultant to the Company, pursuant to which
      Lixte engaged Chem-Master to synthesize a compound designated as “LB-1”, and any
      other compound synthesized by Chem-Master pursuant to Lixte’s request, which
      have potential use in treating a disease, including, without limitation, cancers
      such as glioblastomas. Pursuant to the Chem-Master Agreement, Lixte agreed
      to
      reimburse Chem-Master for the cost of materials, labor, and expenses for other
      items used in the synthesis process, and also agreed to grant Chem-Master a
      five-year option to purchase 100,000 shares of the Company’s common stock at an
      exercise price of $0.333 per share. The fair value of this option, as calculated
      pursuant to the Black-Scholes option-pricing model, was determined to be $31,000
      ($0.31 per share) using the following Black-Scholes input variables: stock
      price
      on date of grant - $0.333; exercise price - $0.333; expected life - 5 years;
      expected volatility - 150%; expected dividend yield - 0%; risk-free interest
      rate - 4.5%. The $31,000 fair value was charged to operations as research
      and development costs during the year ended December 31, 2007, since the option
      was fully vested and non-forfeitable on the date of issuance.  Lixte has
      the right to terminate the Chem-Master Agreement at any time during its term
      upon sixty days prior written notice.  On February 5, 2009, provided that
      the Chem-Master Agreement has not been terminated prior to such date, the
      Company has agreed to grant Chem-Master a second five-year option to
      purchase an additional 100,000 shares of the Company’s common stock at an
      exercise price of $0.333 per share.





On
      January 29, 2008, the Chem-Master Agreement was amended to extend its term
      to
      February 15, 2014, and to expressly provide for the design and synthesis of
      a
      new series of compounds designated as “LB-3”. Pursuant to the amendment, Lixte
      issued 100,000 shares of its restricted common stock, valued at $75,000, and
      granted an option to Chem-Master to purchase 200,000 shares of the Company’s
      common stock. The option is exercisable for a period of two years from vesting
      date at $1.65 per share, with one-half (100,000 shares) vesting on August 1,
      2009, and one-half (100,000 shares) vesting on February 1, 2011. The fair value
      of this option, as calculated pursuant to the Black-Scholes option-pricing
      model, was initially determined to be $96,000 ($0.48 per share) using the
      following Black-Scholes input variables: stock price on date of grant - $0.75;
      exercise price - $1.65; expected life - 5 years; expected volatility - 120.1%;
      expected dividend yield - 0%; risk-free interest rate - 3.09%.





The
      fair
      value of the restricted common stock issued was charged to operations as
      research and development costs on January 29, 2008. On March 31, 2008, the
      fair
      value of the aforementioned stock options was determined to be $126,000 ($0.63
      per share calculated using the following Black-Scholes input variables: stock
      price - $0.95; exercise price - $1.65; expected life - 3.33 years; expected
      volatility - 120.1%; expected dividend yield - 0%; risk-free interest rate
      -
      3.09%, which resulted in a charge to operations of $7,089 during the three
      months ended March 31, 2008.


21




On
      September 12, 2007, the Company entered into two consulting agreements for
      financial and scientific services. Compensation related to these agreements
      is
      primarily in the form of stock options (see Note 6).





On
      September 20, 2007, the Company entered into a one-year consulting agreement
      (the “Mirador Agreement”) with Mirador Consulting, Inc. (“Mirador”), pursuant to
      which Mirador was to provide the Company with various financial services.
      Pursuant to the Mirador Agreement, Lixte agreed to pay Mirador $5,000 per month
      and also agreed to sell Mirador 250,000 shares of the Company’s restricted
      common stock for $250 ($0.001 per share). The fair value of this transaction
      was
      determined to be in excess of the purchase price by $262,250 ($1.049 per share),
      reflecting the difference between the $0.001 purchase price and the $1.05 price
      per share as quoted on the OTC Bulletin Board on the transaction date, and
      was
      charged to operations as stock-based compensation during the year ended December
      31, 2007, since the shares were fully vested and non-forfeitable on the date
      of
      issuance. The Company made payments under the Mirador Agreement aggregating
      $10,000 during 2007. The Mirador Agreement was amended in February 2008 such
      that Mirador forgave all accrued but unpaid monthly fees through February 29,
      2008 and the Company agreed to pay Mirador a fee of $2,000 per month for the
      remaining six months of the Mirador Agreement.




22


**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS**





**Overview**




On
      June
      30, 2006, Lixte Biotechnology, Inc., a privately-held Delaware corporation
      (“Lixte”), completed a reverse merger transaction with SRKP 7, Inc. (“SRKP”), a
      non-trading public “shell” company, whereby Lixte became a wholly-owned
      subsidiary of SRKP. For financial reporting purposes, Lixte was considered
      the
      accounting acquirer in the merger and the merger was accounted for as a reverse
      merger. Accordingly, the historical financial statements presented herein are
      those of Lixte and do not include the historical financial results of SRKP.
      The
      stockholders’ equity section of SRKP has been retroactively restated for all
      periods presented to reflect the accounting effect of the reverse merger
      transaction. All costs associated with the reverse merger transaction were
      expensed as incurred.




Lixte
      was
      incorporated in Delaware on August 9, 2005 to capitalize on opportunities to
      develop low cost, specific and sensitive tests for the early detection of
      cancers to better estimate prognosis, to monitor treatment response, and to
      reveal targets for development of more effective treatments.




Unless
      the context indicates otherwise, SRKP and Lixte are hereinafter referred to
      as
      the “Company”. On December 7, 2006, the Company amended its Certificate of
      Incorporation to change its name from SRKP 7, Inc. to Lixte Biotechnology
      Holdings, Inc. (“Holdings”).




The
      Company’s financial statements have been presented on the basis that it is a
      going concern, which contemplates the realization of assets and satisfaction
      of
      liabilities in the normal course of business. The Company is in the development
      stage and has not generated any revenues from operations to date. The Company’s
      ability to continue as a going concern is dependent upon its ability to develop
      additional sources of capital and to ultimately achieve profitable operations.
      The financial statements do not include any adjustments that might result from
      the outcome of these uncertainties (see “Liquidity and Capital Resources - March
      31, 2008 - Going Concern”).




**Recent
      Developments**





On
      April
      23, 2008, the Company announced that Dr. Jie Lu and Dr. Zhengping Zhuang of
      the
      Surgical Neurology Branch, National Institute of Neurological Disorders and
      Stroke, National Institutes of Health and the Company, as a collaborator in
      such
      study, reported at the Annual Meeting of the American Association of Cancer
      Research that the Company’s lead compound, LB-1, one of a patent-pending
      proprietary series of agents, has anti-cancer activity against human
      glioblastoma multiforme cells in a mouse model of cancer. Glioblastoma
      multiforme is the most common and aggressive brain tumor of adults. The Company
      and the Surgical Neurology Branch of the National Institute of Neurological
      Disorders and Stroke are continuing to develop LB-1 and analogs of the compound
      for the treatment of human brain cancers.





**Adoption
      of New Accounting Policies**





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No. 157, “Fair Value Measurements” (“SFAS No. 157”), which
      establishes a formal framework for measuring fair value under Generally Accepted
      Accounting Principles (“GAAP”). SFAS No. 157 defines and codifies the
      many definitions of fair value included among various other authoritative
      literature, clarifies and, in some instances, expands on the guidance for
      implementing fair value measurements, and increases the level of disclosure
      required for fair value measurements. Although SFAS No. 157 applies to
      and amends the provisions of existing FASB and American Institute of Certified
      Public Accountants (“AICPA”) pronouncements, it does not, of itself, require any
      new fair value measurements, nor does it establish valuation standards.
      SFAS No. 157 applies to all other accounting pronouncements requiring
      or permitting fair value measurements, except for: SFAS No. 123R,
      share-based payment and related pronouncements, the practicability exceptions
      to
      fair value determinations allowed by various other authoritative pronouncements,
      and AICPA Statements of Position 97-2 and 98-9 that deal with software revenue
      recognition. SFAS No. 157 was effective January 1, 2008.


23




In
      February 2007, the FASB issued Statement of Financial Accounting Standards
      No. 159, “The Fair Value Option for Financial Assets and Financial
      Liabilities” (“SFAS No. 159”), which provides companies with an option
      to report selected financial assets and liabilities at fair value.
      SFAS No. 159’s objective is to reduce both complexity in accounting
      for financial instruments and the volatility in earnings caused by measuring
      related assets and liabilities
      differently. Generally accepted accounting principles have required different
      measurement attributes for different assets and liabilities that can create
      artificial volatility in earnings. SFAS No. 159 helps to mitigate this
      type of accounting-induced volatility by enabling companies to report related
      assets and liabilities at fair value, which would likely reduce the need for
      companies to comply with detailed rules for hedge accounting.
      SFAS No. 159 also establishes presentation and disclosure requirements
      designed to facilitate comparisons between companies that choose different
      measurement attributes for similar types of assets and liabilities.
      SFAS No. 159 requires companies to provide additional information that
      will help investors and other users of financial statements to more easily
      understand the effect of the company’s choice to use fair value on its earnings.
      SFAS No. 159 also requires companies to display the fair value of
      those assets and liabilities for which the company has chosen to use fair value
      on the face of the balance sheet. SFAS No. 159 does not eliminate
      disclosure requirements included in other accounting standards, including
      requirements for disclosures about fair value measurements included in
      SFAS No. 157 and SFAS No. 107. SFAS No. 159 was
      effective January 1, 2008.





**Recent
      Accounting Pronouncements**




In
      December 2007, the FASB issued SFAS No. 141(R), “Business
      Combinations” (“SFAS No. 141(R)”), which requires an acquirer to
      recognize in its financial statements as of the acquisition date (i) the
      identifiable assets acquired, the liabilities assumed, and any noncontrolling
      interest in the acquiree, measured at their fair values on the acquisition
      date,
      and (ii) goodwill as the excess of the consideration transferred plus the
      fair value of any noncontrolling interest in the acquiree at the acquisition
      date over the fair values of the identifiable net assets acquired.
      Acquisition-related costs, which are the costs an acquirer incurs to effect
      a
      business combination, will be accounted for as expenses in the periods in which
      the costs are incurred and the services are received, except that costs to
      issue
      debt or equity securities will be recognized in accordance with other applicable
      GAAP. SFAS No. 141(R) makes significant amendments to other Statements
      and other authoritative guidance to provide additional guidance or to conform
      the guidance in that literature to that provided in SFAS No. 141(R).
      SFAS No. 141(R) also provides guidance as to what information is to be
      disclosed to enable users of financial statements to evaluate the nature and
      financial effects of a business combination. SFAS No. 141(R) is
      effective for financial statements issued for fiscal years beginning on or
      after
      December 15, 2008. Early adoption is prohibited. The Company has not yet
      determined the effect on its consolidated financial statements, if any, upon
      adoption of SFAS No. 141(R).




In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests
      in Consolidated Financial Statements — an amendment of ARB No. 51”
(“SFAS No. 160”), which revises the relevance, comparability, and
      transparency of the financial information that a reporting entity provides
      in
      its consolidated financial statements by establishing accounting and reporting
      standards that require (i) the ownership interests in subsidiaries held by
      parties other than the parent be clearly identified, labeled, and presented
      in
      the consolidated statement of financial position within equity, but separate
      from the parent’s equity, (ii) the amount of consolidated net income
      attributable to the parent and to the noncontrolling interest be clearly
      identified and presented on the face of the consolidated statement of income,
      (iii) changes in a parent’s ownership interest while the parent retains its
      controlling financial interest in its subsidiary be accounted for consistently
      as equity transactions, (iv) when a subsidiary is deconsolidated, any
      retained noncontrolling equity investment in the former subsidiary be initially
      measured at fair value, with the gain or loss on the deconsolidation of the
      subsidiary being measured using the fair value of any noncontrolling equity
      investment rather than the carrying amount of that retained investment, and
      (v) entities provide sufficient disclosures that clearly identify and
      distinguish between the interests of the parent and the interests of the
      noncontrolling owners. SFAS No. 160 amends FASB No. 128 to
      provide that the calculation of earnings per share amounts in the consolidated
      financial statements will continue to be based on the amounts attributable
      to the parent. SFAS No. 160 is effective for financial statements
      issued for fiscal years, and interim periods within those fiscal years,
      beginning on or after December 15, 2008. Early adoption is prohibited.
      SFAS No. 160 shall be applied prospectively as of the beginning of the
      fiscal year in which it is initially applied, except for the presentation and
      disclosure requirements, which shall be applied retrospectively for all periods
      presented. The Company has not yet determined the effect on its consolidated
      financial statements, if any, upon adoption of SFAS No. 160.


24




In
      March
      2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
      and Hedging Activities - an amendment of FASB Statement No. 133” (“SFAS No.
      161”). SFAS No. 161 amends and expands the disclosure requirements of SFAS No.
      133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No.
      133”). The objective of SFAS No. 161 is to provide users of financial statements
      with an enhanced understanding of how and why an entity uses derivative
      instruments, how derivative instruments and related hedged items are accounted
      for under SFAS No. 133 and its related interpretations, and how derivative
      instruments and related hedged items affect an entity’s financial position,
      financial performance, and cash flows. SFAS No. 161 requires qualitative
      disclosures about objectives and strategies for using derivatives, quantitative
      disclosures about fair value amounts of and gains and losses on derivative
      instruments, and disclosures about credit-risk-related contingent features
      in
      derivative agreements. SFAS No. 161 applies to all derivative financial
      instruments, including bifurcated derivative instruments (and nonderivative
      instruments that are designed and qualify as hedging instruments pursuant to
      paragraphs 37 and 42 of SFAS No. 133) and related hedged items accounted for
      under SFAS No. 133 and its related interpretations. SFAS No. 161 also amends
      certain provisions of SFAS No. 131. SFAS No. 161 is effective for financial
      statements issued for fiscal years and interim periods beginning after November
      15, 2008, with early application encouraged. SFAS No. 161 encourages, but does
      not require, comparative disclosures for earlier periods at initial adoption. The
      Company has not yet determined the effect on its consolidated financial
      statements, if any, upon adoption of SFAS No. 161.




**Critical
      Accounting Policies and Estimates**




The
      Company prepared its consolidated financial statements in accordance with
      accounting principles generally accepted in the United States of America. The
      preparation of these financial statements requires the use of estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      the
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amount of revenues and expenses during the reporting
      period. Management periodically evaluates the estimates and judgments made.
      Management bases its estimates and judgments on historical experience and on
      various factors that are believed to be reasonable under the circumstances.
      Actual results may differ from these estimates as a result of different
      assumptions or conditions.




The
      following critical accounting policies affect the more significant judgments
      and
      estimates used in the preparation of the Company’s consolidated financial
      statements.




**Research
      and Development**




Research
      and development costs are expensed as incurred.  Research and development
      expenses consist primarily of fees paid to consultants and outside service
      providers, patent fees and costs, and other expenses relating to the
      acquisition, design, development and testing of the Company's treatments
      and product candidates.




Amounts
      due, pursuant to contractual commitments, on research and development contracts
      with third parties are recorded as a liability, with the related amount of
      such
      contracts recorded as advances on research and development contract services
      on
      the Company’s balance sheet. Such advances on research and development contract
      services are expensed over their life on the straight-line basis, unless the
      achievement of milestones, the completion of contracted work, or other
      information indicates that a different expensing schedule is more appropriate.
      The Company accounts for its research and development contracts in accordance
      with EITF 07-3.




25





**Patent
      Costs**




Due
      to
      the significant uncertainty associated with the successful development of
      one or more commercially viable products based on the Company's research efforts
      and any related patent applications, all patent costs, including patent-related
      legal fees, are expensed as incurred.




**Stock-Based
      Compensation**




Effective
      January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), "Share-Based
      Payment" ("SFAS No. 123R"), a revision to SFAS No. 123, "Accounting for
      Stock-Based Compensation". SFAS No. 123R requires that the Company measure
      the
      cost of employee services received in exchange for equity awards based on the
      grant date fair value of the awards, with the cost to be recognized as
      compensation expense in the Company’s financial statements over the vesting
      period of the awards.




The
      Company accounts for stock option and warrant grants issued and vesting to
      non-employees in accordance with EITF No. 96-18, “Accounting for Equity
      Instruments that are Issued to Other Than Employees for Acquiring, or in
      Conjunction with Selling, Goods or Services”, and EITF 00-18, “Accounting
      Recognition for Certain Transactions involving Equity Instruments Granted to
      Other Than Employees”, whereas the value of the stock compensation is based upon
      the measurement date as determined at either (a) the date at which a performance
      commitment is reached or (b) at the date at which the necessary performance
      to
      earn the equity instruments is complete.




**Income
      Taxes**




The
      Company accounts for income taxes pursuant to Statement of Financial Accounting
      Standards No. 109, “Accounting for Income Taxes” (“SFAS No. 109”), which
      establishes financial accounting and reporting standards for the effects of
      income taxes that result from an enterprise’s activities during the current and
      preceding years. SFAS No. 109 requires an asset and liability approach for
      financial accounting and reporting for income taxes. Accordingly, the Company
      recognizes deferred tax assets and liabilities for the expected impact of
      differences between the financial statements and the tax basis of assets and
      liabilities.




The
      Company records a valuation allowance to reduce its deferred tax assets to
      the
      amount that is more likely than not to be realized. In the event the Company
      was
      to determine that it would be able to realize its deferred tax assets in the
      future in excess of its recorded amount, an adjustment to the deferred tax
      assets would be credited to operations in the period such determination was
      made. Likewise, should the Company determine that it would not be able to
      realize all or part of its deferred tax assets in the future, an adjustment
      to
      the deferred tax assets would be charged to operations in the period such
      determination was made.




**Plan
      of Operation**





***General
      Overview of Plans***




The
      Company is concentrating on discovering biomarkers for common cancers for which
      better diagnostic and therapeutic measures are needed. For each of these
      diseases, a biomarker that would enable identification of the presence of cancer
      at a stage curable by surgery could possibly save thousands of lives annually.
      In addition, biomarkers specific to these diseases may also provide clues as
      to
      processes (biological pathways) that characterize specific cancer types and
      that
      may be vulnerable to drug treatment targeted to the activity of the
      biomarker.




The
      Company is currently focusing on developing new treatments for the most common
      and most aggressive type of brain cancer of adults, glioblastoma multiforme
      (“GBM”). The Company has expanded the scope of its anti-cancer investigational
      activities to include the most common brain tumor of children, medulloblastoma,
      and also to several other types of more common cancers. This expansion of
      activity is based on documentation that each of two distinct types of drugs
      being developed by the Company inhibits the growth of cell lines of breast,
      colon, lung, prostate, pancreas, ovary, stomach and liver cancer, as well as
      the
      major types of leukemias.


26




The
      research on brain tumors is proceeding in collaboration with the National
      Institute of Neurological Disorders and Stroke (“NINDS”) of the National
      Institutes of Health (“NIH”) under a Cooperative Research and Development
      Agreement (“CRADA”) entered into on March 22, 2006, as amended. The research at
      NINDS continues to be led by Dr. Zhengping Zhuang, an internationally recognized
      investigator in the molecular pathology of cancer. Dr. Zhuang is aided by two
      senior research technicians supported by the Company as part of the CRADA.
      The
      goal of the CRADA is to develop more effective drugs for the treatment of GBM
      through the processes required to gain Food and Drug Administration (“FDA”)
      approval for clinical trials. The Company’s contribution to the CRADA has been
      $200,000 annually for two years. The CRADA is presently scheduled to end June
      30, 2008, with current discussions exploring a several month extension supported
      by funds remaining from the original agreement, followed by a potential one-year
      extension at a cost of $200,000.




The
      Company has filed a series of patent applications jointly with NIH covering
      certain methods of treatment of brain tumors of adults and children. On February
      6, 2007, provisional patent applications were converted to a U.S.
      non-provisional patent and a patent cooperation treaty application on behalf
      of
      the Company and NIH.




Patent
      applications filed with NIH are jointly owned by NIH and Lixte. All NIH
      co-inventors assigned their rights to NIH. Under the CRADA, Lixte is entitled
      to
      negotiate an exclusive license from NIH to all claims in these patent
      applications. The Company is continuing its negotiations on the details of
      the
      terms under which NIH will provide an exclusive license and anticipates
      finalizing terms of the agreement with the NIH in mid-2008.




The
      Company has also filed patent applications for intellectual property owned
      solely by the Company. These applications identify two series of new anti-cancer
      agents referred to as the LB-1 series and the LB-2 series. The applications
      include identification of the structure of molecules, their synthesis, and
      their
      activity against GBM, medulloblastoma, and more recently, the common cancers
      and
      leukemias as mentioned above. At the present time, the efficacies of the LB-1
      and LB-2 series are based on activity in cell culture and in animal models
      of
      GBM and medulloblastoma. The Company is in the process of documenting the
      activities of both series of drugs against the more common tumor types in animal
      models.




In
      February 2008, the Company converted provisional patents relating to the nature
      and activity of the LB-1 series of drugs with the filing of a U.S.
      non-provisional and a PCT patent application.




During
      2007, the Company also documented that some of its compounds have activity
      against several types of fungi that cause serious infections, particularly
      in
      immuno-compromised individuals, such as those with HIV-AIDS and those having
      bone marrow transplantations. This finding extends the potential use of some
      of
      Lixte’s compounds to the large and important field of therapy of
      life-threatening mycotic infections.




The
      Company expects that its products will derive directly from the intellectual
      property from its research activities. Progress to date has borne out this
      expectation. The development of lead compounds with different mechanisms of
      action that have now been shown to have activity against brain tumors and
      several other much more common human cancers, as well as serious fungal
      infections, originated from its original focus on a biochemical defect in GBM.
      The Company will continue to use discovery and/or recognition of molecular
      variants characteristic of specific human cancers as a guide to drug discovery
      and potentially new diagnostic tests.




The
      Company elected to exercise its right to terminate the second year of an
      agreement with the University of Regensburg, Germany, for collection of certain
      numbers of tumors and other biological samples for research programs in the
      future. Under the agreement, the University of Regensburg will complete
      collection of 50% of the original number of samples. Lixte estimates that this
      collection will be sufficient for its needs for the next two to three years.
      In
      addition, Lixte has identified a commercial source of such materials that can
      be
      purchased in quantities as needed. Cancellation of the second year of the
      agreement resulted in a saving of Euro 36,000 (about $52,000).


27




The
      Company faces several potential challenges to its goal of commercial success.
      These include raising sufficient capital to fund its business plan, achieving
      commercially applicable results from its research programs, competition from
      more established, well-funded companies with competitive technologies, and
      future competition from companies developing new competitive technologies.
      Because of these challenges, there is substantial uncertainty as to the
      Company’s ability to fund its operations and continue as a going concern (see
“Liquidity and Capital Resources - March 31, 2008 - Going Concern”
below).




***Plans
      for the Next 9 Months***




The
      Company has three major goals for the next 9 months.




The
      first
      goal is to evaluate lead compounds of the LB-1 and LB-2 series for effectiveness
      in a rat model of brain cancer in which drugs are administered systemically
      or
      by direct infusion into the diseased area of the brain. The latter method of
      administration is called “convection administration”. These studies will be done
      by the Company’s partner at NIH that has substantial expertise in the evaluation
      of the treatment of brain diseases. In addition, under the CRADA, the
      effectiveness of drugs of each series given in combination with each other
      and
      in combination with the standard drug used clinically for the treatment of
      GBM
      will be studied.




The
      second goal is to evaluate the anti-cancer activity of lead compounds from
      the
      LB-1 and LB-2 series against a series of common human cancers. Lung and
      pancreatic cancer will be the first of this group to be studied in an animal
      model because there is an urgent need for better drug for the treatment of
      these
      almost uniformly fatal cancers. These studies are being done independently
      of
      NIH and are therefore not part of the CRADA.




The
      Company will seek the interest of NIH in supporting development of one or two
      lead compounds from the LB-1 series through pre-clinical studies necessary
      to
      receive FDA approval to take the drugs into Phase I clinical trials. The NIH
      offers opportunities for academic laboratories, including laboratories at NIH
      with a for-profit partner, to seek NIH support and expertise in expediting
      development of particularly promising new compounds as anti-cancer drugs. The
      Company will also explore the potential interest of major pharmaceutical
      companies in collaborating in the development of one or more of its lead
      compounds through Phase I clinical trials of their anti-cancer activity.




The
      third
      goal is to assess the interest of pharmaceutical companies in collaborating
      with
      the Company or in licensing from the Company rights to some of its lead
      compounds as anti-fungal drugs. Certain molecular pathways essential for growth
      by cancer cells are also used by microorganisms, including fungi. Anti-fungal
      therapy is an additional potentially large market for the Company’s compounds,
      but one in which outside expertise will be necessary to plan efficient
      assessment and development of their potential value. Management is engaging
      in
      discussions with contract research organizations with the expertise to determine
      the magnitude of anti-fungal activity in animal models of the most important
      fungal infections in humans.




The
      Company expects to complete its explorations of interest in collaboration with
      NIH and pharmaceutical companies by mid-2008. At that time, a decision will
      be
      made as to where to place emphasis on the Company’s research and development of
      compounds of the LB-1 and LB-2 series. Depending upon the interest of NIH and/or
      pharmaceutical companies to support development of one or more of its products,
      the Company will adjust the estimate of its financial requirements discussed
      below for the next year of operation. The Company has sufficient financial
      resources to carry out the approaches described above through 2008.




28


Existing
      resources, however, will not permit evaluation of activity of the Company’s lead
      drugs against many of the common cancers against which the Company’s compounds
      may have anti-cancer activity. Current resources also will not be sufficient
      to
      carry out pre-clinical studies necessary to apply to the FDA for approval of
      drug evaluations in Phase I trials. The Company estimates the cost of
      pre-clinical development by outsourcing to a leading clinical research
      organization at approximately $1,000,000 per drug. Thus, additional financing
      will need to be completed by late 2008 to give the Company the ability to
      accelerate drug development in the absence of a partner. Management is currently
      planning to proceed with pre-clinical development of one lead compound from
      the
      LB-1 and LB-2 series at a cost of $2,000,000, extend the CRADA with NIH at
      a
      cost of $200,000 for one additional year, and increase the Company’s research in
      assessing new anti-cancer compounds being created with its collaborating
      chemists. Accordingly, management will be seeking to raise approximately
      $3,000,000 in 2008 for expansion of the Company’s intellectual property and to
      capitalize on its initial successes in anti-cancer drug development by bringing
      at least one compound to clinical evaluation in 2009. There can be no assurances
      that the Company will be able to secure such additional financing, or obtain
      favorable terms on such financing if it is available.




The
      Company faces several potential challenges in its efforts to achieve commercial
      success, including raising sufficient capital to fund its business plan,
      achieving commercially applicable results of its research program, competition
      from more established, well-funded companies with competitive technologies,
      and
      future competition from companies that are developing competitive technologies,
      some of whom are larger companies with greater capital resources than the
      Company. There is substantial uncertainty as to the Company’s ability to fund
      its operations and continue as a going concern (see “Liquidity and Capital
      Resources - March 31, 2008 - Going Concern”). Should the Company be unable to
      raise the required capital on a timely basis, the Company’s business plans would
      be materially adversely effected.




During
      2008, the Company will also start to make public presentations of some of its
      data at national and international scientific meetings. Presentations were
      made
      at the First International Drug Discovery and Development Meeting, in Dubai,
      UAE, in February 2008, and at the Annual Meeting of the American Association
      of
      Cancer Research in San Diego, California, in April 2008.




The
      Company had planned to begin its own analyses of tumor types other than GBM
      for
      new biomarkers by late 2008. However, in order to do this, the Company would
      need to establish and operate an independent laboratory. The creation and
      operation of such a laboratory for two years is estimated to cost approximately
      $2,000,000. The Company is deferring plans to open and staff an independent
      laboratory until the full intellectual property value of its initial lead
      compounds for treatment of brain tumors is determined.





***Plans
      Beyond the Next 9 Months***




A
      goal of
      the Company is to continue the synthesis of new compounds that target other
      components of molecular pathways already identified by the Company and its
      CRADA
      partner to be vulnerable to attack by small molecule drugs, and to explore
      the
      vulnerability of additional potential new targets revealed through the molecular
      characterization of the effects of the Company’s lead compounds.




The
      Company expects to participate in clinical trials of new therapies in
      partnership with an organization experienced in such undertakings. The
      partnering organization may be either a clinical branch of NIH or a
      pharmaceutical company with expertise in the conduct of clinical trials. The
      Company’s present position is to take one or more of its new therapies for the
      treatment of glioblastoma multiforme through pre-clinical evaluation as part
      of
      the CRADA with the NINDS of the NIH. After completing pre-clinical evaluation,
      the Company will consider partnering with the NIH to conduct a Phase I
      trial or jointly with the NIH to seek a third party, most probably a large
      pharmaceutical company, to carry the new therapies into Phase I trials.
      After completion of Phase I trials, the Company, potentially in partnership
      with the NIH, would collaborate with the third party to carry new therapies
      found to be safe for administration to humans in the Phase I trials into
      Phase II trials.




29


Phase II
      trials test the safety and effectiveness, as well as the best estimate of the
      proper dose of the new therapies, in a group of patients with the same type
      of
      cancer at the same stage. For the Company’s initial studies, the focus will be
      brain tumors. The duration of Phase II trials may run from 6 to 24 months.
      New regimens showing beneficial activity in Phase II trials may then be
      considered for evaluation in Phase III trials. Phase III trials for
      the evaluation of new cancer treatments are comparative trials in which the
      therapeutic benefit of a new regimen is compared to the therapeutic benefit
      of
      the best standard regimen in a randomized study.




Whether
      the Company will participate in or be in a position to participate in any
      clinical trials will depend upon partnerships and specific licensing agreements.
      However, in all cases of clinical trial participation, the Company will be
      subject to FDA regulation. These regulations are specific and form the basis
      for
      assessing the potential clinical benefit of new therapeutic regimens while
      safeguarding the health of patients participating in investigational studies.
      Even after a drug receives approval from the FDA for sale as a new treatment
      for
      a specific disease indication, the sponsors of the drug are subject to reporting
      potentially adverse effects of the new regimen to the FDA.




Given
      the
      progress in identifying two lead compounds with activity in animal models of
      GBM, the Company is devoting its resources to bring the agents to a point at
      which an Investigational New Drug (“IND”) application can be submitted to the
      FDA for a Phase I clinical trial. One lead compound (LB-1) is the most advanced
      in the process and the Company plans to be ready for IND submission by early
      2009. The other lead compound (LB-2.5), which inhibits cancer cells by a
      mechanism distinct from that of LB-1, is anticipated to complete its evaluation
      by the end of 2009.





On
      January 29, 2008, the Chem-Master Agreement was amended to extend its term
      to
      February 15, 2014, and to expressly provide for the expansion of its drug
      development program, working with the medicinal chemists at Chem-Master. The
      Company is exploring the synthesis of additional novel anti-cancer drugs.
      Several targets for anti-cancer drug development are under consideration. When
      the next group of compounds is developed, it will be designated as “LB-3”, as
      distinguished from the first two classes of compounds that were designated
      as
“LB-1” and “LB-2”. This process is currently in the planning stage and no
      compounds have been made as yet.





**Results
      of Operations - Three Months Ended March 31, 2008 and 2007**




The
      Company is a development stage company and had not commenced revenue-generating
      operations at March 31, 2008.




General
      and Administrative Expenses .
      For the
      three months ended March 31, 2008, general and administrative expenses were
      $268,817, which consisted of stock-based compensation of $165,149, consulting
      and professional fees of $71,725, insurance expense of $5,955, travel costs
      of
      $17,989, and other operating costs of $7,999. For the three months ended March
      31, 2007, general and administrative expenses were $110,003, which consisted
      of
      stock-based compensation of $8,917, consulting and professional fees of $86,960,
      insurance expense of $7,188, filing fees of $3,194, and other operating costs
      of
      $3,744.




Depreciation .
      For the
      three months ended March 31, 2008 and 2007, depreciation expense was $159 and
      $148, respectively.




Research
      and Development Costs .
      For the
      three months ended March 31, 2008, research and development costs were $236,451,
      including $75,000 for the fair value of restricted common stock issued to a
      vendor, $33,933 for the vested portion of the fair value of stock options issued
      to a consultant and a vendor, patent costs of $40,000, laboratory supplies
      of
      $8,750, and other costs of $78,768. Research and development costs were $147,675
      for the three months ended March 31, 2007, which included $31,000 for the vested
      portion of the fair value of stock options issued to a vendor, patent costs
      of
      $40,000, laboratory supplies of $1,750, and other costs of $74,925.




Interest
      Income .
      For the
      three months ended March 31, 2008, interest income was $2,105, as compared
      to
      interest income of $4,723 for the three months ended March 31,
      2007.


30




Net
      Loss .
      For the
      three months ended March 31, 2008, the Company incurred a net loss of $503,322,
      as compared to a net loss of $253,103 for the three months ended March 31,
      2007.




**Liquidity
      and Capital Resources - March 31, 2008**





***Going
      Concern***




The
      Company’s financial statements have been presented on the basis that it is a
      going concern, which contemplates the realization of assets and satisfaction
      of
      liabilities in the normal course of business. The Company is in the development
      stage and has not generated any revenues from operations to date.




The
      Company’s ability to continue as a going concern is dependent upon its ability
      to develop additional sources of capital and to ultimately achieve profitable
      operations. The Company’s financial statements do not include any adjustments
      that might result from the outcome of these uncertainties.




The
      Company is currently devoting its efforts to research and development related
      to
      specific cancer biomarkers for early detection, estimation of prognosis,
      monitoring response to treatment, and development of targeted therapeutic
      agents. The Company is seeking to exploit this opportunity through execution
      of
      its business plan and the development of related patents.




At
      March
      31, 2008, the Company had not yet commenced any revenue-generating operations.
      All activity through March 31, 2008 related to the Company’s formation, capital
      raising efforts and initial research and development activities. As such, the
      Company has yet to generate any cash flows from operations, and is essentially
      dependent on debt and equity funding from both related and unrelated parties
      to
      finance its operations. Prior to June 30, 2006, the Company’s cash requirements
      were funded by advances from Lixte’s founder. On June 30, 2006, the Company
      completed an initial closing of a private placement, selling 1,973,869 shares
      of
      common stock at a price of $0.333 per share and receiving net proceeds of
      $522,939. On July 27, 2006, the Company completed a second closing of the
      private placement, selling 1,581,351 shares of common stock at a price of $0.333
      per share and receiving net proceeds of $446,433. On December 12, 2007, the
      Company completed a second private placement, selling 999,995 shares of common
      stock at a price of $0.65 per share and receiving net proceeds of
      $531,320.




Because
      the Company is currently engaged in research at an early stage, it will likely
      take a significant amount of time to develop any product or intellectual
      property capable of generating revenues. As such, the Company’s business is
      unlikely to generate any revenue in the next several years and may never do
      so.
      Even if the Company is able to generate revenues in the future through licensing
      its technologies or through product sales, there can be no assurance that such
      revenues will exceed its expenses.




The
      Company current resources may not be sufficient to fully fund all of the
      Company’s planned operations for the next twelve months. The Company does not
      have sufficient resources to fully develop and commercialize any products that
      may arise from its research. Accordingly, the Company will need to raise
      additional funds in order to satisfy its future working capital requirements.
      The Company expects that the net proceeds from the second private placement
      which closed in December 2007 of approximately $531,000 will be adequate to
      fund
      the Company’s updated and revised 2008 operating budget. Thereafter, the Company
      currently estimates that it will require approximately $3,000,000 of additional
      funding to finance future operations by late 2008, including the costs of the
      pre-clinical evaluation and submission to the FDA of two lead compounds in
      2009.
      The amount and timing of future cash requirements will depend on the market’s
      evaluation of the Company’s technology and products, and the resources that the
      Company devotes to developing and supporting its activities. The Company
      anticipates funding these cash requirements from a combination of debt or equity
      financings and the sale, licensing or joint venturing of its intellectual
      properties.




31


Current
      market conditions present uncertainty as to the Company’s ability to secure
      additional funds, as well as its ability to reach profitability. There can
      be no
      assurances that the Company will be able to secure additional financing, or
      obtain favorable terms on such financing if it is available, or as to its
      ability to achieve positive cash flow from operations. Continued negative cash
      flows and lack of liquidity create significant uncertainty about the Company’s
      ability to fully implement its operating plan, as a result of which the Company
      may have to reduce the scope of its planned operations. If cash resources are
      insufficient to satisfy the Company’s liquidity requirements, the Company would
      be required to scale back or discontinue its technology and product development
      programs, or obtain funds, if available, through strategic alliances that may
      require the Company to relinquish rights to certain of its technologies
      products, or to discontinue its operations.




Operating
      Activities .
      For the
      three months ended March 31, 2008, operating activities utilized cash of
      $178,904, as compared to utilizing cash of $142,752 for the three months ended
      March 31, 2007, primarily as a result of increased expenditures for both general
      and administrative and research and development activities in 2008 as compared
      to 2007.




The
      Company had working capital of $147,103 at March 31, 2008, primarily as a result
      of the sale of the Company’s common stock pursuant to a second private placement
      in December 2007 that generated net proceeds of $531,320.




Investing
      Activities .
      There
      were no investing activities during the three months ended March 31, 2008.
      For
      the three months ended March 31, 2007, investing activities utilized cash of
      $272 for the purchase of office equipment.




Financing
      Activities .
      There
      were no financing activities during the three months ended March 31, 2008 and
      2007.




**Principal
      Commitments**




At
      March
      31, 2008, the Company did not have any material commitments for capital
      expenditures. The Company had paid its second and final installment due under
      the CRADA of $200,000 on June 29, 2007. The Company’s principal commitments at
      March 31, 2008 consisted of the liquidated damages payable under the
      registration rights agreement of $74,000 and the contractual obligations as
      summarized below.




On
      January 5, 2007, Lixte entered into a Services Agreement with The Free State
      of
      Bavaria (Germany) represented by the University of Regensburg (the “University”)
      pursuant to which Lixte retained the University to provide to it certain samples
      of primary cancer tissue and related biological fluids to be obtained from
      patients afflicted with specified types of cancer. The University also agreed
      to
      provide certain information relating to such patients. Lixte agreed to pay
      the
      University 72,000 Euros in two equal installments. The first installment of
      36,000 Euros ($48,902) was paid on March 7, 2007. On January 12, 2008, Lixte
      terminated the Services Agreement in accordance with its terms, as a result
      of
      which payment of the second installment of 36,000 Euros was cancelled. The
      University agreed to deliver 50% of the aforementioned samples under the
      terminated Services Agreement.




On
      February 5, 2007, Lixte entered into a two-year agreement (the “Chem-Master
      Agreement”) with Chem-Master International, Inc. (“Chem-Master”), a company
      co-owned by Francis Johnson, a consultant of the Company, pursuant to which
      Lixte engaged Chem-Master to synthesize a compound designated as “LB-1”, and any
      other compound synthesized by Chem-Master pursuant to Lixte’s request, which
      have potential use in treating a disease, including, without limitation, cancers
      such as glioblastomas. Pursuant to the Chem-Master Agreement, Lixte agreed
      to
      reimburse Chem-Master for the cost of materials, labor, and expenses for other
      items used in the synthesis process, and also agreed to grant Chem-Master a
      five-year option to purchase 100,000 shares of the Company’s common stock at an
      exercise price of $0.333 per share. Lixte has the right to terminate the
      Chem-Master Agreement at any time during its term upon sixty days prior written
      notice.  On February 5, 2009, provided that the Chem-Master Agreement has
      not been terminated prior to such date, the Company has agreed to
      grant Chem-Master a second five-year option to purchase an additional
      100,000 shares of the Company’s common stock at an exercise price of $0.333 per
      share.


32




On
      January 29, 2008, the Chem-Master Agreement was amended to extend its term
      to
      February 15, 2014, and to expressly provide for the design and synthesis of
      a
      new series of compounds designated as “LB-3”. Pursuant to the amendment, Lixte
      issued 100,000 shares of its restricted common stock, valued at $75,000, and
      granted an option to Chem-Master to purchase 200,000 shares of the Company’s
      common stock. The option is exercisable for a period of two years from vesting
      date at $1.65 per share, with one-half (100,000 shares) vesting on August 1,
      2009, and one-half (100,000 shares) vesting on February 1, 2011.





On
      September 20, 2007, the Company entered into a one-year consulting agreement
      (the “Mirador Agreement”) with Mirador Consulting, Inc. (“Mirador”), pursuant to
      which Mirador was to provide the Company with various financial services.
      Pursuant to the Mirador Agreement, Lixte agreed to pay Mirador $5,000 per month
      and also agreed to sell Mirador 250,000 shares of the Company’s restricted
      common stock for $250 ($0.001 per share). The Company made payments under the
      Mirador Agreement aggregating $10,000 during 2007. The Mirador Agreement was
      amended in February 2008 such that Mirador forgave all accrued but unpaid
      monthly fees through February 29, 2008 and the Company agreed to pay Mirador
      a
      fee of $2,000 per month for the remaining six months of the Mirador
      Agreement.




**Off-Balance
      Sheet Arrangements**




At
      March
      31, 2008, the Company did not have any transactions, obligations or
      relationships that could be considered off-balance sheet
      arrangements.




33




**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**





Not
      applicable.




**ITEM
      4. CONTROLS AND PROCEDURES**




(a)  Evaluation
      of Disclosure Controls and Procedures




Disclosure
      Controls and procedures are designed to ensure that information required to
      be
      disclosed in the reports filed or submitted under the Exchange Act is recorded,
      processed, summarized and reported, within the time periods specified in the
      Securities and Exchange Commission’s rules and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed to
      ensure that information required to be disclosed in the reports filed under
      the
      Exchange Act is accumulated and communicated to management.




As
      of
      March 31, 2008, the Company’s Chief Executive Officer and Chief Financial
      Officer (who is the same individual) evaluated the effectiveness of the design
      and operation of the Company’s disclosure controls and procedures. Based upon
      and as of the date of that evaluation, the Chief Executive Officer and Chief
      Financial Officer concluded that the Company’s disclosure controls and
      procedures are effective to ensure that the information required to be disclosed
      in the reports the Company files and submits under the Exchange Act is recorded,
      processed, summarized, and reported as and when required.




(b)  Changes
      in Internal Controls Over Financial Reporting




There
      were no changes in the Company’s internal control over financial reporting or in
      other factors that materially affect, or are reasonably likely to materially
      affect, those controls subsequent to the date of the Company’s most recent
      evaluation.


34


**PART
      II. OTHER INFORMATION**





Item
      1.
      Legal Proceedings





The
      Company is currently not a party to any pending or threatened legal
      proceedings.




Item
      2.
      Unregistered Sales of Equity Securities and Use of Proceeds





On
      February 5, 2007, Lixte entered into a two-year agreement (the “Chem-Master
      Agreement”) with Chem-Master International, Inc. (“Chem-Master”), a company
      co-owned by Francis Johnson, a consultant to the Company, pursuant to which
      Lixte engaged Chem-Master to synthesize a compound designated as “LB-1”, and any
      other compound synthesized by Chem-Master pursuant to Lixte’s request, which
      have potential use in treating a disease, including, without limitation, cancers
      such as glioblastomas. Pursuant to the Chem-Master Agreement, Lixte agreed
      to
      reimburse Chem-Master for the cost of materials, labor, and expenses for other
      items used in the synthesis process, and also agreed to grant Chem-Master a
      five-year option to purchase 100,000 shares of the Company’s common stock at an
      exercise price of $0.333 per share. Lixte has the right to terminate the
      Chem-Master Agreement at any time during its term upon sixty days prior written
      notice.  On February 5, 2009, provided that the Chem-Master Agreement has
      not been terminated prior to such date, the Company has agreed to
      grant Chem-Master a second five-year option to purchase an additional
      100,000 shares of the Company’s common stock at an exercise price of $0.333 per
      share.




On
      January 29, 2008, the Chem-Master Agreement was amended to extend its term
      to
      February 15, 2014, and to expressly provide for the design and synthesis of
      a
      new series of compounds designated as “LB-3”. Pursuant to the amendment, Lixte
      issued 100,000 shares of its restricted common stock, valued at $75,000, and
      granted an option to Chem-Master to purchase 200,000 shares of the Company’s
      common stock. The option is exercisable for a period of two years from vesting
      date at $1.65 per share, with one-half (100,000 shares) vesting on August 1,
      2009, and one-half (100,000 shares) vesting on February 1, 2011.





Item
      3.
      Defaults Upon Senior Securities





Not
      applicable.




Item
      4.
      Submission of Matters to a Vote of Security Holders





Not
      applicable.




Item
      5.
      Other Information





Not
      applicable.




Item
      6.
 Exhibits




A
      list of
      exhibits required to be filed as part of this report is set forth in the Index
      to Exhibits, which immediately precedes such exhibits, and is incorporated
      herein by reference.




35


**SIGNATURES**




In
      accordance with the requirements of the Securities and Exchange Act of 1934,
      the
      registrant has duly caused this report to be signed on its behalf by the
      undersigned thereunto duly authorized.




LIXTE
                BIOTECHNOLOGY HOLDINGS, INC.(Registrant)Date: 
                May 13, 2008
            By:
            /s/ JOHN
                S. KOVACHJohn
                S. KovachChief
                Executive Officer and Chief Financial Officer(Principal
                financial and accounting officer)




36


INDEX
      TO
      EXHIBITS





Exhibit
              Number
            
            Description
                of Document10.1
            
            Services
                Agreement between Lixte Biotechnology, Inc. and Freestate of Bavaria
                represented by University of Regensburg dated January 5, 2007, previously
                filed as an exhibit to the Company’s Current Report on Form 8-K filed on
                January 11, 2007, and incorporated herein by reference.10.2
            
            Agreement
                between Lixte Biotechnology Holdings, Inc. and Chem-Master International,
                Inc. dated February 5, 2007, previously filed as an exhibit to the
                Company’s Current Report on Form 8-K filed on February 9, 2007, and
                incorporated herein by reference.10.3
            
            2007
                Stock Compensation Plan adopted by the Company’s Board of Directors on
                June 20, 2007, previously filed as an exhibit to the Company’s Quarterly
                Report on Form 10-QSB for the Quarterly Period Ended June 30, 2007,
                and
                incorporated herein by reference.10.4
            
            Stock
                Option Agreement between Lixte Biotechnology Holdings, Inc. and Stephen
                K.
                Carter dated September 12, 2007, previously filed as an exhibit to
                the
                Company’s Quarterly Report on Form 10-QSB for the Quarterly Period Ended
                September 30, 2007, and incorporated herein by
                reference.10.5
            
            Stock
                Option Agreement between Lixte Biotechnology Holdings, Inc. and Francis
                Johnson dated September 12, 2007, previously filed as an exhibit
                to the
                Company’s Quarterly Report on Form 10-QSB for the Quarterly Period Ended
                September 30, 2007, and incorporated herein by
                reference.10.6
            
            Stock
                Option Agreement between Lixte Biotechnology Holdings, Inc. and Gil
                Schwartzberg dated September 12, 2007, previously filed as an exhibit
                to
                the Company’s Quarterly Report on Form 10-QSB for the Quarterly Period
                Ended September 30, 2007, and incorporated herein by
                reference.10.7
            
            Consulting
                Agreement between Lixte Biotechnology Holdings, Inc. and Gil Schwartzberg
                dated September 12, 2007, previously filed as an exhibit to the Company’s
                Quarterly Report on Form 10-QSB for the Quarterly Period Ended September
                30, 2007, and incorporated herein by reference.10.8
            
            Consulting
                Agreement between Lixte Biotechnology Holdings, Inc. and Mirador
                Consulting, Inc. dated September 20, 2007, previously filed as an
                exhibit
                to the Company’s Quarterly Report on Form 10-QSB for the Quarterly Period
                Ended September 30, 2007, and incorporated herein by
                reference.10.9
            
            Consulting
                Agreement between Lixte Biotechnology Holdings, Inc. and Francis
                Johnson
                dated September 12, 2007, previously filed as an exhibit to the Company’s
                Quarterly Report on Form 10-QSB for the Quarterly Period Ended September
                30, 2007, and incorporated herein by reference.10.10
            
            Amendment
                to Agreement between Lixte Biotechnology Holdings, Inc. and Chem-Master
                International, Inc. dated January 29, 2008. (1)31
            
            Certifications
                Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
                (1)32
            
            Certifications
                Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
                (1)





(1)
            Filed
                herewith.




37