**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 September 30, 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 companyx




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
      October 31, 2008, the Company had 27,932,178 shares of common stock, $0.0001
      par
      value, issued and outstanding.





Documents
      incorporated by reference: None


1


**LIXTE
      BIOTECHNOLOGY HOLDINGS, INC.**





**INDEX**


**Page**
                **Number****PART
                  I - FINANCIAL INFORMATION**Item
                  1. Financial StatementsCondensed
                  Consolidated Balance Sheets -September
                  30, 2008 (Unaudited) and December 31, 2007
              4Condensed
                  Consolidated Statements of Operations (Unaudited) -Three
                  Months and Nine Months Ended September 30, 2008 and 2007, and
                  August 9, 2005 (Inception)
                to September 30, 2008 (Cumulative)
              5Condensed
                  Consolidated Statement of Changes in Stockholders’ Equity (Deficiency)
                  (Unaudited) -August 9,
                  2005 (Inception) to September 30, 2008
              6Condensed
                  Consolidated Statements of Cash Flows (Unaudited) -Nine
                  Months Ended September 30, 2008 and 2007, and August 9, 2005
                  (Inception) to September 30,
                2008
                  (Cumulative)
              7Notes
                  to Condensed Consolidated Financial Statements -Three
                  Months and Nine Months Ended September 30, 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
                  4T. Controls and Procedures
              34**PART
                  II - OTHER INFORMATION**Item
                  1. Legal Proceedings
              35Item
                  1A. Risk Factors
              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 1of this Quarterly Report on
      Form 10-Q.





3




**LIXTE
        BIOTECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY**
 (a
        development stage company)
  **CONDENSED
        CONSOLIDATED BALANCE SHEETS**
  **September 30,**
                **2008**
              
              **December 31,**
                **2007**(Unaudited)ASSETSCurrent
                  assets:Cash
                  and cash equivalents
              
              $
              23,784
              
              $
              508,070Advances
                  on research and development contract services
              
              
              50,000
              
              
              88,180Prepaid
                  expenses
              
              
              25,454
              
              
              32,117Total
                  current assets
              
              
              99,238
              
              
              628,367Office
                  equipment**,**net of accumulated depreciation of $1,640 at September
                  30,
                2008 and $1,167 at December 31, 2007
              
              
              269
              
              
              742Total
                  assets
              
              $
              99,507
              
              $
              629,109LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIENCY)Current
                  liabilities:Accounts
                  payable and accrued expenses
              
              $
              101,021
              
              $
              73,741Liquidated
                  damages payable under registration rights agreement
              
              
              74,000
              
              
              74,000Research
                  and development contract liabilities
              
              
              —
              
              
              11,725Due
                  to stockholder
              
              
              92,717
              
              
              92,717Total
                  current liabilities
              
              
              267,738
              
              
              252,183Commitments
                  and contingenciesStockholders’
                  equity (deficiency):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 September 30, 2008 and
                27,832,178
                  shares at December 31, 2007
              
              
              2,793
              
              
              2,783Additional
                  paid-in capital
              
              
              3,065,400
              
              
              2,600,839Deficit
                  accumulated during the development stage
              
              
              (3,236,424
              )
              
              (2,226,696
              )Total
                  stockholders’ equity (deficiency)
              
              
              (168,231
              )
              
              376,926Total
                  liabilities and stockholders’ equity (deficiency)
              
              $
              99,507
              
              $
              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)**
  **Period from**
                **August 9,**
                **2005**
                **(Inception) to****Three Months Ended**
                **September 30,**
              
              **Nine Months Ended**
                **September 30,**
              
              **September 30,**
                **2008****2008**
              
              **2007**
              
              **2008**
              
              **2007**
              
              **(Cumulative)**Revenues
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —Costs
                  and expenses:General
                  and administrative, including
                $254,915
                  and $773,356 of stock-
                based
                  expense during  the three
                months
                  ended September 30, 2008
                and
                  2007, respectively, $319,709 and
                $791,064
                  of stock-based expense
                during the
                  nine months ended
                September
                  30, 2008 and 2007,
                respectively,
                  and $1,307,553 of
                stock-based
                  expense for the period
                from
                  August 9, 2005 (inception) to
                September
                  30, 2008 (cumulative)
              
              
              323,514
              
              
              819,490
              
              
              541,385
              
              
              1,018,735
              
              
              1,993,306Depreciation
              
              
              155
              
              
              148
              
              
              473
              
              
              444
              
              
              1,640Research
                  and development costs,
                including
                  $61,493 and $4,918 of
                stock-based
                  expense during the three
                months
                  ended September 30, 2008
                and
                  2007, respectively, $144,862 and
                $35,918
                  of stock-based expense
                during the
                  nine months ended
                September
                  30, 2008 and 2007,
                respectively,
                  and $195,698 of stock
                based
                  expense for the period from
                August
                  9, 2005 (inception) to
                September
                  30, 2008 (cumulative)
              
              
              172,818
              
              
              102,178
              
              
              471,051
              
              
              339,769
              
              
              1,143,106Reverse
                  merger costs
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              50,000Total
                  costs and expenses
              
              
              496,487
              
              
              921,816
              
              
              1,012,909
              
              
              1,358,948
              
              
              3,188,052(496,487
              )
              
              (921,816
              )
              
              (1,012,909
              )
              
              (1,358,948
              )
              
              (3,188,052
              )Interest
                  income
              
              
              342
              
              
              862
              
              
              3,181
              
              
              9,169
              
              
              25,628Liquidated
                  damages under registration
                rights
                  agreement
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (74,000
              )Net
                  loss
              
              $
              (496,145
              )
              $
              (920,954
              )
              $
              (1,009,728
              )
              $
              (1,349,779
              )
              $
              (3,236,424
              )Net
                  loss per common share -
                basic
                  and diluted
              
              $
              (0.02
              )
              $
              (0.03
              )
              $
              (0.04
              )
              $
              (0.05
              )Weighted
                  average common shares
                outstanding
                  -
                basic
                  and diluted
              
              
              27,932,178
              
              
              26,612,074
              
              
              27,921,959
              
              
              26,592,256
 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 September 30, 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
              
              
              —
              
              
              —
              
              
              319,709
              
              
              —
              
              
              319,709Stock-based
                  research and development costs
              
              
              100,000
              
              
              10
              
              
              144,852
              
              
              —
              
              
              144,862Net
                  loss for the nine months ended September 30,
                2008
              
              
              —
              
              
              —
              
              
              —
              
              
              (1,009,728
              )
              
              (1,009,728
              )Balance,
                  September 30, 2008 (unaudited)
              
              
              27,932,178
              
              $
              2,793
              
              $
              3,065,400
              
              $
              (3,236,424
              )
              $
              (168,231
              )
  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)**
  **Nine Months Ended**
                **September
                  30,**
              
              **Period from**
                **August 9,**
                **2005**
                **(Inception) to**
                **September
                  30, 2008****2008**
              
              **2007**
              
              **(Cumulative)**Cash
                  flows from operating activitiesNet
                  loss
              
              $
              (1,009,728
              )
              $
              (1,349,779
              )
              $
              (3,236,424
              )Adjustments
                  to reconcile net loss to net cash used in operating
                activities:Depreciation
              
              
              473
              
              
              444
              
              
              1,640Stock-based
                  compensation
              
              
              319,709
              
              
              791,064
              
              
              1,307,553Stock-based
                  research and development costs
              
              
              144,862
              
              
              35,918
              
              
              195,698Changes
                  in operating assets and liabilities:(Increase)
                  decrease in -Advances
                  on research and development contract services
              
              
              38,180
              
              
              (74,963
              )
              
              (50,000
              )Prepaid
                  expenses
              
              
              6,663
              
              
              (2,463
              )
              
              (25,454
              )Increase
                  (decrease) in -Accounts
                  payable and accrued expenses
              
              
              27,280
              
              
              6,145
              
              
              101,021Research
                  and development contract liabilities
              
              
              (11,725
              )
              
              38,335
              
              
              —Liquidated
                  damages payable under registration rights
                Agreement
              
              
              —
              
              
              —
              
              
              74,000Net
                  cash used in operating activities
              
              
              (484,286
              )
              
              (555,299
              )
              
              (1,631,966
              )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
              
              
              (484,286
              )
              
              (555,571
              )
              
              23,784Cash
                  at beginning of period
              
              
              508,070
              
              
              679,640
              
              
              —Cash
                  at end of period
              
              $
              23,784
              
              $
              124,069
              
              $
              23,784
 
 (continued)
  7
  **LIXTE
        BIOTECHNOLOGY HOLDINGS, INC****.
        AND SUBSIDIARY**
 (a
        development stage company)
  **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
        (continued)**
 
 **Nine Months Ended**
                **September
                  30,**
              
              **Period from**
                **August 9,
                  2005**
                **(Inception)**
                **to**
                **September**
                **30, 2008****2008**
              
              **2007**
              
              **(Cumulative)**Supplemental
                  disclosures of cash flow information:Cash
                  paid for -Interest
              
              $
              —
              
              $
              —
              
              $
              —Income
                  taxes
              
              $
              —
              
              $
              —
              
              $
              —Supplemental
                  schedule of non-cash financing activities:Receivable
                  from sale of common stock to consulting firm
              
              $
              —
              
              $
              250
              
              $
              250
  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 and Nine Months Ended September 30, 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 September 30, 2008, for the
        three
        months and nine months ended September 30, 2008 and 2007, and for the period
        from August 9, 2005 (inception) to September 30, 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 September 30, 2008, the results of
        its
        operations for the three months and nine months ended September 30, 2008
        and
        2007, and for the period from August 9, 2005 (inception) to September 30,
        2008 (cumulative), and its cash flows for the nine months ended September
        30,
        2008 and 2007, and for the period from August 9, 2005 (inception) to
        September 30, 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.
 
 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.
  9
  
 ***Operations***
 
 The
        Company is developing new treatments for several human cancers for which
        better
        treatments are urgently needed. The primary focus is on the most common and most
        aggressive type of brain cancer of adults, glioblastoma multiforme (“GBM”). The
        Company, however, has expanded the scope of its drug development program
        to
        other cancers of neural tissue (nerve and brain), including medulloblastoma,
        the
        most common brain tumor of children, and neuroblastoma, the most common cancer
        of children, and to several of the most common cancers. The expansion of
        the
        scope of the program is based on documentation that each of two distinct
        types
        of drugs being developed by the Company inhibits the growth of cell lines
        of
        GBM, medulloblastoma, neuroblastoma, and pancreatic cancer in animal models
        of
        these diseases and is also active against breast, colon, lung, prostate,
        ovary,
        stomach and liver cancer and the major types of leukemias in cell culture.
        The
        Company has also recently shown that certain of its compounds are active
        against
        fungi that cause life-threatening diseases and other compounds are active
        against fungi responsible for the majority of skin and nail infections. In
        addition, the Company found that still other of its compounds affect biochemical
        pathways such that they may be potentially useful for the treatment of common
        neurodegenerative diseases such as Alzheimer’s disease. These non-cancer
        applications are under evaluation in collaboration with outside experts.
 
 The
        research on brain tumors is being conducted 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”)
        initiated on March 22, 2006. The research at NINDS is 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 under the CRADA. The goal of the CRADA
        is
        to develop more effective drugs for the treatment of GBM through the steps
        needed to gain Food and Drug Administration (“FDA”) approval for clinical
        trials.
 
 Patent
        applications on work done under the CRADA are jointly owned by NIH and Lixte.
        NIH co-inventors assign 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 and NIH concluded negotiations and executed an
        exclusive license on seven patent filings effective September 19, 2008. The
        Company has also filed patent applications for intellectual property owned
        solely by the Company. These applications concern two series of new anti-cancer
        agents referred to as the LB-100 series and the LB-200 series. The applications
        include identification of the structure of molecules, their synthesis, and
        their
        anti-cancer, anti-fungal, and potential neuroprotective activities. In February
        2008, the Company converted provisional patent applications relating to the
        nature and activity of the LB-100 series of drugs with the filing of a U.S.
        non-provisional and a PCT patent application and is in the process of converting
        provisional patent applications for the LB-200 series.
 
 The
        Company filed five patent applications on August 1, 2008. Two of these filings
        deal with applications filed earlier jointly with NIH for work done under
        the
        CRADA: (1) a filing entering the regional stage of a PCT application involving
        the use of certain compounds to treat human tumors expressing a biomarker
        for
        brain and other human cancers; and (2) an application for the treatment of
        the
        pediatric tumors, medulloblastoma (the most common brain tumor in children)
        and
        neuroblastoma (a tumor arising from neural cells outside the brain that is
        the
        most common cancer of children). The three new patent applications include:
        (1)
        a joint application with NIH identifying a new biomarker for many common
        human
        cancers that when targeted by compounds developed by the Company result in
        inhibition of growth and death of cancer cells; (2) an application by the
        Company regarding the structure, synthesis and use of a group of new homologs
        of
        its LB-1 compounds; and (3) an application by the Company for the use of
        certain
        homologs of its drugs as neuroprotective agents with potential application
        to
        common neurodegenerative conditions such as Alzheimer’s and Parkinson’s
        diseases.
 
 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.
 
 On
        April
        23, 2008, the Company announced that its CRADA collaborators, Dr. Jie Lu
        and Dr.
        Zhengping Zhuang of the Surgical Neurology Branch, NINDS, reported the activity
        of compound, LB-100, against human glioblastoma multiforme cells in a mouse
        model of cancer at the Annual Meeting of the American Association of Cancer
        Research. On August 8, 2008, the Company announced that lead compounds from
        both
        the LB-100 and LB-200 series inhibit human pancreatic cancer cells growing
        in
        mice. The pancreatic cancer studies are early and there is no evidence that
        these drugs are able to eliminate pancreatic cancers but rather may slow
        their
        growth.
  10
  
 The
        Company expects that its products will derive directly from the intellectual
        property generated by its research. 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 more common cancers as well as serious fungal infections,
        originated from the discovery of a biomarker most prominent in GBM. The Company
        continues to use biomarker discovery to provide insights as to the potential
        biochemical vulnerabilities of cancers expressing the biomarker.
 
 ***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.
 
 At
        September 30, 2008, the Company had not yet commenced any revenue-generating
        operations. All activity through September 30, 2008 is 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 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.
 
 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
        the
        Company will be able to generate a profit.
 
 The
        Company does not have sufficient resources to fund its operations, including
        the
        Company’s research activities with respect to its intellectual property, for the
        next twelve months. In addition, the Company does not have sufficient resources
        to fully develop and commercialize any products that may arise from its
        research. Accordingly, the Company needs to raise additional funds in order
        to
        satisfy its future working capital requirements.
  The
        Company estimates that it will require additional funding of approximately
        $2,000,000 for the remainder of 2008 and 2009 to fund operations and continuing
        drug discovery and to bring two drugs through the pre-clinical evaluation
        process needed for submission of an Investigational New Drug (“IND”)
        application. The Company is currently attempting to complete a $2,000,000
        private placement of its securities during 2008, although there can be no
        assurances that the Company will be successful in this regard. Pursuant to
        an
        unsecured demand promissory note bearing interest at the rate of 5% per annum,
        the Company borrowed $100,000 from one of its consultants during October
        2008 to
        fund short-term cash requirements while it attempts to complete the $2,000,000
        private placement of its securities. In view of the Company’s limited cash
        position, failure to complete the private placement offering would result
        in the
        Company being unable to repay the loan. Additionally, the amount and timing
        of
        future cash requirements will depend on the market’s evaluation of the Company’s
        technology and products, if any, and the resources that it devotes to developing
        and supporting its activities. The Company will need to fund these cash
        requirements from a combination of additional debt or equity financings,
        or 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 the
        Company’s ability to achieve positive earnings and cash flows 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 entirely.
  11
  
 **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.
 
 ***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, royalty 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, represented an advance on research and development costs and
        therefore had future economic benefit. As such, such costs were being charged
        to
        expense when they were actually expended by the provider, which is, effectively,
        as they performed the research activities that they were contractually committed
        to provide. Absent information that would indicate that a different expensing
        schedule was more appropriate (such as, for example, from the achievement
        of
        performance milestones or the completion of contract work), such advances
        were
        expensed over the contractual service term on a straight-line basis, which
        reflected a reasonable estimate of when the underlying research and development
        costs were being incurred.
 
 ***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 $53,075 and $20,340
        for
        the three months ended September 30, 2008 and 2007, respectively, $127,299
        and
        $66,931 for the nine months ended September 30, 2008 and 2007, respectively,
        and
        $288,208 for the period from August 9, 2005 (inception) to September 30,
        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 (“SFAS”) 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.
  12
   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 180-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.
 
 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***
 
 The
        Company accounts for share-based payments pursuant to 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.
  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.
  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. In accordance with EITF 96-18, options
        granted to Scientific Advisory Board 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.
  13
 
 ***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.
 
 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
        September 30, 2008 and December 31, 2007, the Company had securities outstanding
        entitling the holder thereof to acquire shares of common stock as
        follows:
  **September
                  30,**
                **2008**
              
              **December
                  31,**
                **2007**Warrants
              
              
              546,626
              
              
              546,626Stock
                  options
              
              
              2,240,000
              
              
              2,090,000Total
              
              
              2,786,626
              
              
              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.
  ***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
        September 30, 2008 presentation. Such reclassifications did not have any
        effect
        on results of operations.
  ***Adoption
        of New Accounting Policies***
 
 In
        September 2006, the FASB issued SFAS 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. The Company
        adopted SFAS No. 157 on January 1, 2008.
  14
  
 In
        February 2007, the FASB issued SFAS 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. The Company adopted SFAS No. 159 on January 1,
        2008.
 
 The
        adoption of SFAS No. 157 and SFAS No. 159 on January 1, 2008 did not have
        any
        effect on the Company’s consolidated financial statement presentation or
        disclosures.
  ***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 adoption of
        SFAS No. 141(R) will affect how the Company accounts for a business
        combination concluded after December 31, 2008.
  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 does not currently anticipate that the adoption of
        SFAS
        No. 160 will have any impact on its consolidated financial statement
        presentation or disclosures.
   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 does not currently anticipate that the adoption of SFAS No. 161
        will
        have any impact on its consolidated financial statement presentation or
        disclosures.
  **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 former stockholder of Lixte acquired control
        of the Company.
  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
        September 30, 2008 and December 31, 2007. The Company’s registration statement
        on Form SB-2 was declared effective by the Securities and Exchange Commission
        on
        May 14, 2007. At September 30, 2008, the registration penalty to the investors
        had not been paid.
 
 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.
  17
   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**
  Prior
        to
        June 30, 2006, Lixte’s founding stockholder and Chief Executive Officer, Dr.
        John Kovach, had periodically made advances to the Company to meet operating
        expenses. Such advances are non-interest-bearing and are due on demand. At
        September 30, 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
        and nine months ended September 30, 2008 and 2007, and for the period from
        August 9, 2005 (inception) through September 30, 2008 (cumulative), 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.
 
 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.
  18
  **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 was charged to operations ratably from
        July
        1, 2006 through June 30, 2008. During the three months and nine months ended
        September 30, 2007, the Company recorded a charge to operations of $5,167
        and
        $15,501 with respect to these options.  During the three months and nine
        months ended September 30, 2008, the Company recorded a charge to operations
        of
        $-0-and $10,332, 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 charged to operations ratably from July 1, 2006 through June 30, 2008.
        During the three months and nine months ended September 30, 2007, the Company
        recorded a charge to operations of $12,316 and $19,692, respectively, with
        respect to these options.  During the three months and nine months ended
        September 30, 2008, the Company recorded a charge (credit) to operations
        of $-0-
        and $(3,336), respectively, with respect to these options.
 
 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 June 30, 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 to 6 years; expected volatility
        -
        150%; expected dividend yield - 0%; risk-free interest rate - 4.5%. On June
        30,
        2008, the fair value of the aforementioned stock options was calculated using
        the following Black-Scholes input variables: stock price - $0.30; exercise
        price
        - $0.333; expected life - 3 to 5 years; expected volatility - 154.5%; expected
        dividend yield - 0%; risk-free interest rate - 3.28%.
 
 In
        August
        2008, a member of the Scientific Advisory Committee resigned from his position
        and waived his right to his vested stock option to purchase 50,000 shares
        of
        common stock.
 
 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. During the three months ended September 30, 2008 and 2007, the
        Company
        recorded a charge to operations of $25,653 and $5,016, respectively, with
        respect to these options.  During the nine months ended September 30, 2008
        and 2007, the Company recorded a charge to operations of $76,375 and $5,016,
        respectively, with respect to these options.
  19
  
 On
        September 12, 2007, the Company entered into a consulting agreement with
        Gil
        Schwartzberg, pursuant to which the Company 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 the 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 was charged
        to
        operations ratably from September 12, 2007 through September 12, 2008. On
        September 12, 2008, the fair value of these options, as calculated pursuant
        to
        the Black-Scholes option-pricing model, was determined to be $325,000 ($0.65
        per
        share), which resulted in a charge to operations of $229,262 and $236,338
        during
        the three months and nine months ended September 30, 2008, respectively.
        During
        the three months and nine months ended September 30, 2007, the Company recorded
        a charge to operations of $23,607 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 the 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 September 12, 2008 and
        September 30, 2008, the fair value of these options, as calculated pursuant
        to
        the Black-Scholes option-pricing model, was determined to be $195,000 ($0.65
        per
        share) and $150,000 ($0.50 per share), respectively, which resulted in a
        charge
        to operations of $45,925 and $47,630 during the three months and nine months
        ended September 30, 2008, respectively. During the three months and nine
        months
        ended September 30, 2007, the Company recorded a charge to operations of
        $4,918
        with respect to these options.
  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 September 12, 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 - $0.65; exercise
        price
        - $0.333 to $1.00; expected life - 4 years; expected volatility - 275.7%;
        expected dividend yield - 0%; risk-free interest rate - 2.48%. On September
        30,
        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 - $0.50; exercise price - $0.333; expected life
        -
        4.98 years; expected volatility - 275.7%; expected dividend yield - 0%;
        risk-free interest rate - 2.48%. As the Company’s common stock commenced trading
        on September 24, 2007, the Company was able to utilize such trading date
        to
        generate revised volatility factors at September 12, 2008 and September 30,
        2008.
 
 Additional
        information with respect to common stock warrants and stock options issued
        is
        provided at Notes 3 and 7.
 
 **7.**  **Commitments
        and Contingencies**
 
 Effective
        March 22, 2006, Lixte entered into a CRADA, as amended, with the NINDS of
        the
        NIH. The CRADA was for a term of 42 months from the effective date and could
        be
        unilaterally terminated by either party by providing written notice within
        sixty
        days. The CRADA provided 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 would 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 $200,000 was due within 180 days
        of the
        effective date and was paid in full on July 6, 2006. The second $200,000
        was
        paid in full on June 29, 2007. In June 2008, the CRADA was extended to September
        30, 2009, with no additional funding required for the period between July
        1,
        2008 and September 30, 2008. However, for the period from October 1, 2008
        through September 30, 2009, the Company has agreed to provide additional
        funding
        under the CRADA of $200,000, to be paid in four quarterly installments of
        $50,000 commencing on October 1, 2008. The first installment of $50,000 was
        paid
        on September 29, 2008.
  20
  
 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. As of September 30, 2008, the Company
        determined that it was likely that this option would be issued. Accordingly,
        the
        fair value of the option (initially calculated as $50,000) will be reflected
        as
        a charge to operations for the period from October 1, 2008 through February
        5,
        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 design and synthesis
        of a
        new series of compounds designated as “LB-3”. Pursuant to the amendment, the
        Company issued 100,000 shares of its restricted common stock, valued at $75,000,
        and granted an option to purchase 200,000 shares of common stock. The option
        is
        exercisable for a period of two years from the 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 September 30, 2008,
        the
        fair value of the aforementioned stock options was determined to be $100,000
        ($0.50 per share) calculated using the following Black-Scholes input variables:
        stock price - $0.50; exercise price - $1.65; expected life - 4.34 years;
        expected volatility - 275.7%; expected dividend yield - 0%; risk-free interest
        rate - 2.48%, which resulted in a charge to operations of $15,568 and $22,232
        during the three months and nine months ended September 30, 2008, respectively.
  21
  
 On
        September 12, 2007, the Company entered into two consulting agreements for
        financial and scientific services. Compensation related to these agreements
        was
        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, the Company 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,
        pursuant to which Mirador agreed to forgive 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.
  In
        September 2008, the Company engaged an internet-based investor information
        service to enhance awareness of the Company’s progress in developing a portfolio
        of pharmacological agents at an initial cost of $2,500, plus $500 per month
        for a period of twelve months.
  Effective
        as of September 19, 2008, Lixte entered into an agreement with the NIH providing
        the Company with an exclusive license for all patents submitted jointly with
        the
        NIH under the CRADA. The agreement provides for an initial payment of $25,000
        to
        NIH within 60 days of September 19, 2008, and for a minimum annual royalty
        of
        $30,000 on January 1 of each calendar year following the year in which the
        CRADA
        is terminated. The agreement also provides for the Company to pay specified
        royalties based on (i) net sales by the Company and its sublicensees, (ii)
        the
        achievement of certain clinical benchmarks, and (iii) the granting of
        sublicenses. The Company recorded the initial $25,000 obligation as a charge
        to
        research and development costs at September 30, 2008.
 
 **8.** **Subsequent
        Events**
 
 On
        October 3, 2008, pursuant to an unsecured demand promissory note bearing
        interest at the rate of 5% per annum, the Company borrowed $100,000 from
        Gil
        Schwartzberg, one of its consultants (see Note 6), to fund short-term cash
        requirements.
 
 During
        October 2008, the Company engaged Southern Research Institute, Birmingham,
        Alabama, to assess one lead compound from each of two classes of its proprietary
        pharmacological agents for effects on normal neuronal cells and to
        determine if the compounds protect normal brain cells from injury in several
        different models of chemical and traumatic brain injury. The goal is to
        determine if these agents have promise as potentially useful for the
        prevention, amelioration or delay of progression of neurodegenerative diseases
        such as Alzheimer’s disease and other neurological diseases or impairments
        resulting from trauma and/or other diverse or unknown origins.  The Company
        agreed to pay a fee not to exceed $50,000 over a four-month period for such
        services.
 
 On
        October 7, 2008, the Company appointed Dr. Mel Sorensen to its Board of
        Directors. Dr. Sorenson is a medical oncologist with extensive experience
        in
        cancer drug development, first at the National Cancer Institute, then at
        Bayer
        and Glaxo Smith Kline, before becoming President and CEO of a new cancer
        therapeutics company, Ascenta Therapeutics, in 2004. Dr. Sorenson will be
        paid
        an annual consulting fee of $40,000, payable in quarterly installments over
        a
        one year period commencing October 7, 2008, to assist the Company in identifying
        a strategic partner. Dr. Sorenson was also granted a stock option to purchase
        200,000 shares of the Company’s common stock, exercisable at $0.50 per share for
        a period of five years from each tranche’s vesting date. The option vests as to
        25,000 shares on January 1, 2009, and a further 25,000 shares on the first
        day
        of each subsequent calendar quarter until all of the shares are vested.
   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 Company’s financial statements do not include any adjustments that might
        result from the outcome of these uncertainties (see “Liquidity and Capital
        Resources - September 30, 2008 - Going Concern”).
  **Recent
        Developments**
 
 On
        April
        23, 2008, Dr. Jie Lu and Dr. Zhengping Zhuang of the Surgical Neurology Branch,
        National Institute of Neurological Disorders and Stroke, National Institutes
        of
        Health, reported at the Annual Meeting of the American Association of Cancer
        Research that the Company’s lead compound, LB-1, has anti-cancer activity
        against human glioblastoma multiforme cells in a mouse model of cancer. On
        August 8, 2008, the Company announced that lead compounds from each of two
        different types of drugs being developed by it as a potential treatment for
        specific types of brain cancers have activity against human pancreatic cancers
        in a mouse model. These are early studies and there is no evidence that these
        drugs are able to eliminate pancreatic cancers, but rather slow their growth.
  On
        August
        1, 2008, five patent applications were filed with regard to the Company’s
        various ongoing research activities. Two of these patent filings deal with
        applications filed earlier jointly with NIH for work done under the CRADA
        as
        follows: (1) a filing entering the regional stage of a PCT application involving
        the use of certain compounds to treat human tumors expressing a biomarker
        for
        brain and other human cancers; and (2) an application for the treatment of
        the
        pediatric tumors, medulloblastoma (the most common brain tumor in children),
        and
        neuroblastoma (a tumor arising from neural cells outside the brain that is
        the
        most common cancer of children). The three new patent applications include:
        (1)
        a joint application with NIH identifying a new biomarker for many common
        human
        cancers that when targeted by compounds developed by the Company result in
        inhibition of growth and death of cancer cells; (2) an application by the
        Company regarding the structure, synthesis and use of a group of new homologs
        of
        its LB-1 compounds; and (3) an application by the Company for the use of
        certain
        homologs of its drugs as neuroprotective agents with potential application
        to
        common neurodegenerative conditions such as Alzheimer’s and Parkinson’s
        diseases.
   23
  During
        October 2008, the Company engaged Southern Research Institute, Birmingham,
        Alabama, to assess one lead compound from each of two classes of its proprietary
        pharmacological agents for effects on normal neuronal cells and to
        determine if the compounds protect normal brain cells from injury in several
        different models of chemical and traumatic brain injury. The goal is to
        determine if these agents have promise as potentially useful for the
        prevention, amelioration or delay of progression of neurodegenerative diseases
        such as Alzheimer’s disease and other neurological diseases or impairments
        resulting from trauma and/or other diverse or unknown origins.  The Company
        agreed to pay a fee not to exceed $50,000 over a four-month period for such
        services.
 
 On
        October 7, 2008, the Company appointed Dr. Mel Sorensen to its Board of
        Directors. Dr. Sorenson is a medical oncologist with extensive experience
        in
        cancer drug development, first at the National Cancer Institute, then at
        Bayer
        and Glaxo Smith Kline, before becoming President and CEO of a new cancer
        therapeutics company, Ascenta Therapeutics. Dr. Sorenson will be paid an
        annual
        consulting fee of $40,000, payable in quarterly installments over a one year
        period commencing October 7, 2008, to assist the Company in identifying a
        strategic partner. Dr. Sorenson was also granted a stock option to purchase
        200,000 shares of the Company’s common stock, exercisable at $0.50 per share for
        a period of five years from each tranche’s vesting date. The option vests as to
        25,000 shares on January 1, 2009, and a further 25,000 shares on the first
        day
        of each subsequent calendar quarter until all of the shares are vested.
  **Adoption
        of New Accounting Policies**
 
 In
        September 2006, the Financial Accounting Standards Board (“FASB”) issued
        Statement of Financial Accounting Standards (“SFAS”) 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. The Company adopted SFAS No. 157 on January 1,
        2008.
 
 In
        February 2007, the FASB issued SFAS 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. The Company adopted SFAS No. 159 on January 1,
        2008.
 
 The
        adoption of SFAS No. 157 and SFAS No. 159 on January 1, 2008 did not have
        any
        effect on the Company’s consolidated financial statement presentation or
        disclosures.
 
  24
  **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 adoption of
        SFAS No. 141(R) will affect how the Company accounts for a business
        combination concluded after December 31, 2008.
  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 does not currently anticipate that the adoption of
        SFAS
        No. 160 will have any impact on its consolidated financial statement
        presentation or disclosures.
  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 does not currently anticipate that the adoption of SFAS No. 161
        will
        have any impact on its consolidated financial statement presentation or
        disclosures.
   25
  **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, royalty 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.
 
 **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**
 
 The
        Company accounts for share-based payments pursuant to 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. In accordance with EITF 96-18, options
        granted to Scientific Advisory Board 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.
   26
  **Income
        Taxes**
  The
        Company accounts for income taxes pursuant to SFAS 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 developing new treatments for the most common
        and
        most aggressive type of brain cancer of adults, glioblastoma multiforme (“GBM”)
        and the most common cancer of children, neuroblastoma. 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. Activity
        of
        lead compounds of both types of drugs was recently demonstrated against human
        pancreatic cancer cells in a mouse model. Because there is a great need for
        any
        kind of effective treatment for pancreatic cancer, this cancer will be studied
        concomitantly with the primary target of the Company’s research program focused
        on brain cancers.
  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 CRADA was extended and is presently scheduled
        to end on September 30, 2009.
  The
        Company filed five patent applications on August 1, 2008. Two of these patent
        filings deal with applications filed earlier jointly with NIH for work done
        under the CRADA as follows: (1) a filing entering the regional stage of a
        PCT
        application involving the use of certain compounds to treat human tumors
        expressing a biomarker for brain and other human cancers; and (2) an application
        for the treatment of the pediatric tumors, medulloblastoma (the most common
        brain tumor in children) and neuroblastoma (a tumor arising from neural cells
        outside the brain that is the most common cancer of children). The three
        new
        patent applications include: (1) a joint application with NIH identifying
        a new
        biomarker for many common human cancers that when targeted by compounds
        developed by the Company result in inhibition of growth and death of cancer
        cells; (2) an application by the Company regarding the structure, synthesis
        and
        use of a group of new homologs of its LB-1 compounds; and (3) an application
        by
        the Company for the use of certain homologs of its drugs as neuroprotective
        agents with potential application to common neurodegenerative conditions
        such as
        Alzheimer’s and Parkinson’s diseases.
  The
        Company continues to evaluate compounds for 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. The Company is also exploring indications that its compounds
        have against strains of fungi that cause the most common fungal infections
        of
        the skin and nails. Discussions are in progress with experts in fungal
        infections regarding the most reliable methods of assessing the potential
        of new
        agents for the management of common fungal diseases.
   27
  The
        Company expects that its products will derive directly from the intellectual
        property from its research activities. The development of lead compounds
        with
        different mechanisms of action that have activity against brain tumors and
        other
        common human cancers, as well as against serious fungal infections, originated
        from the discovery of a biomarker 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.
        Examples of the productivity of this approach to discovery of new therapeutics
        are: (1) the recent patent application filing for a new biomarker of several
        common cancers that when targeted by certain of the Company’s drugs results in
        inhibition of growth and death of cancer cells displaying the marker; and
        (2)
        the filing of a patent on certain homologs of one group of compounds as
        potentially useful for the treatment of neurodegenerative diseases.
  ***Plans
        for the Remainder of 2008***
  The
        Company’s primary objective is to raise funds to cover ongoing operations and
        development of its lead compounds for the treatment of brain cancers of adults
        and neuroblastoma in children and to expand its research to include another
        devastating human cancer, pancreatic cancer. The Company also wishes to raise
        sufficient capital to explore, most likely in partnership with a pharmaceutical
        company, recently discovered activity of some derivatives of its lead drugs
        for
        the treatment of fungal diseases and neurodegenerative diseases.
  The
        first
        goal is to initiate preclinical studies of two of its lead compounds required
        for submission of an application to the FDA for evaluation in clinical trials.
        The initial target cancers will be glioblastoma multiforme, neuroblastoma
        and/or
        medulloblastoma. The final choice will depend in part upon discussions at
        a
        pre-IND meeting with the FDA. Subject to the availability of sufficient
        resources, the Company will also initiate preclinical evaluation of a second
        compound.
 
 A
        second
        goal is further characterization of the fungal activity of certain homologs
        of
        drugs of the LB-200 series. These studies will be done in collaboration with
        academic partners. If initial activity is confirmed, the Company will assess
        the
        interest of pharmaceutical companies with expertise in antibiotic development
        to
        license rights to the compounds.
 
 The
        Company will also screen other homologs of lead compounds of the LB-100 and
        LB-200 series for neuroprotective activity in laboratory models of brain
        cell
        injury. These studies will be conducted in conjunction with a not-for-profit
        scientific service organization with expertise in this field.
 
 Existing
        resources will not permit evaluation of activity of the Company’s lead drugs
        against all 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. Accordingly, the Company is seeking to raise
        approximately $2,000,000 from the issuance of new debt and/or equity during
        the
        latter part of 2008 in order to fund its planned operations in 2009. This
        funding will allow pre-clinical development of two lead compounds, development
        of one compound, continued new drug development, and corporate operations
        through 2009. However, 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 programs, competition
        from more established, well-funded companies with competitive technologies,
        and
        future competition from companies that are developing new competitive
        technologies, some of whom are larger companies with greater capital resources
        than the Company. 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 - September 30, 2008 - Going
        Concern” below). Should the Company be unable to raise the required capital on a
        timely basis, the Company’s business plans would be materially adversely
        affected, and the Company may not be able to continue to conduct operations.
  ***Plans
        for 2009***
  The
        Company intends to carry out the initiatives begun in late 2008 as described
        above, and will continue to design and synthesize new compounds that target
        components of molecular pathways already identified by the Company to be
        vulnerable to attack by small molecule drugs, and to explore the vulnerability
        of additional potential new targets. The Company expects to bring one or
        two
        lead compounds through approval of an IND and then to partner with an
        organization experienced in clinical cancer drug development. 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 and/or treatment of neuroblastoma 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.
   28
  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, pursuant to which Chem-Master was engaged to synthesize
        certain compounds, and to expressly provide for the expansion of the Company’s
        drug development program, through consultation 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.
 
 During
        October 2008, Lixte engaged Southern Research Institute, Birmingham,
        Alabama, to assess one lead compound from each of two classes of its proprietary
        pharmacological agents for effects on normal neuronal cells and to
        determine if the compounds protect normal brain cells from injury in several
        different models of chemical and traumatic brain injury. The goal is to
        determine if these agents have promise as potentially useful for the
        prevention, amelioration or delay of progression of neurodegenerative diseases
        such as Alzheimer’s disease and other neurological diseases or impairments
        resulting from trauma and/or other diverse or unknown origins.
 
 **Results
        of Operations**
  The
        Company is a development stage company and had not commenced revenue-generating
        operations at September 30, 2008.
 
  29
  **Three
        Months Ended September 30, 2008 and 2007**
  General
        and Administrative Expenses .
        For the
        three months ended September 30, 2008, general and administrative expenses
        were
        $323,514, which consisted of stock-based compensation of $254,915, consulting
        and professional fees of $42,811, insurance expense of $5,955, travel and
        entertainment of $6,764, and other operating costs of $13,069.
  For
        the
        three months ended September 30, 2007, general and administrative expenses
        were
        $819,493, which consisted of stock-based compensation of $773,356, consulting
        and professional fees of $30,821, insurance expense of $6,982, travel and
        entertainment costs of $1,562, and other operating costs of $6,772.
  Depreciation .
        For the
        three months ended September 30, 2008 and 2007, depreciation expense was
        $155
        and $148, respectively.
  Research
        and Development Costs .
        For the
        three months ended September 30, 2008, research and development costs were
        $172,818, including $61,493 for the vested portion of the fair value of stock
        options issued to a consultant and a vendor, patent costs of $53,075, the
        initial payment of $25,000 made in connection with the Company’s exclusive
        license agreement with NIH, laboratory supplies of $14,500, and other costs
        of
        $18,750.
 
 For
        the
        three months ended September 30, 2007, research and development costs were
        $102,178, including $4,918 for the vested portion of the fair value of stock
        options issued to a consultant, patent costs of $20,340, laboratory supplies
        of
        $13,245, and other costs of $63,675.
  Interest
        Income .
        For the
        three months ended September 30, 2008, interest income was $342, as compared
        to
        interest income of $862 for the three months ended September 30,
        2007.
 
 Net
        Loss .
        For the
        three months ended September 30, 2008, the Company incurred a net loss of
        $496,145, as compared to a net loss of $920,954 for the three months ended
        September 30, 2007.
  **Nine
        Months Ended September 30, 2008 and 2007**
 
 General
        and Administrative Expenses .
        For the
        nine months ended September 30, 2008, general and administrative expenses
        were
        $541,385, which consisted of stock-based compensation of $319,709, consulting
        and professional fees of $148,596, insurance expense of $17,866, travel and
        entertainment costs of $29,216, and other operating costs of $25,998.
 
 For
        the
        nine months ended September 30, 2007, general and administrative expenses
        were
        $1,018,735, which consisted of stock-based compensation of $791,064, consulting
        and professional fees of $180,085, insurance expense of $21,357, travel and
        entertainment costs of $3,910, and other operating costs of $26,229.
  Depreciation .
        For the
        nine months ended September 30, 2008 and 2007, depreciation expense was $473
        and
        $444, respectively.
  Research
        and Development Costs .
        For the
        nine months ended September 30, 2008, research and development costs were
        $471,051, which consisted of the fair value of restricted common stock issued
        to
        a vendor of $75,000, the vested portion of the fair value of stock options
        issued to a consultant and a vendor of $69,862, patent costs of $127,299,
        the
        initial payment of $25,000 made in connection with the Company’s exclusive
        license agreement with NIH, laboratory supplies of $38,750, and other costs
        of
        $135,140.
 
 For
        the
        nine months ended September 30, 2007, research and development costs were
        $339,769, which consisted of the vested portion of the fair value of stock
        options issued to a vendor of $35,918, patent costs of $66,931, laboratory
        supplies of $23,395, and other costs of $213,525.
  Interest
        Income .
        For the
        nine months ended September 30, 2008, interest income was $3,181, as compared
        to
        interest income of $9,169 for the nine months ended September 30,
        2007.
 
  30
  Net
        Loss .
        For the
        nine months ended September 30, 2008, the Company incurred a net loss of
        $1,009,728, as compared to a net loss of $1,349,779 for the nine months ended
        September 30, 2007.
  **Liquidity
        and Capital Resources - September 30, 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.
 
 At
        September 30, 2008, the Company had not yet commenced any revenue-generating
        operations. All activity through September 30, 2008 is 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 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.
 
 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
        the
        Company will be able to generate a profit.
 
 The
        Company does not have sufficient resources to fund its operations, including
        the
        Company’s research activities with respect to its intellectual property, for the
        next twelve months. In addition, the Company does not have sufficient resources
        to fully develop and commercialize any products that may arise from its
        research. Accordingly, the Company needs to raise additional funds in order
        to
        satisfy its future working capital requirements.
  The
        Company estimates that it will require additional funding of approximately
        $2,000,000 for the remainder of 2008 and 2009 to fund operations and continuing
        drug discovery and to bring two drugs through the pre-clinical evaluation
        process needed for submission of an IND application. The Company is currently
        attempting to complete a $2,000,000 private placement of its securities during
        2008, although there can be no assurances that the Company will be successful
        in
        this regard. Pursuant to an unsecured demand promissory note bearing interest
        at
        the rate of 5% per annum, the Company borrowed $100,000 from one of its
        consultants during October 2008 to fund short-term cash requirements while
        it
        attempts to complete the $2,000,000 private placement of its securities.
        In view
        of the Company’s limited cash position, failure to complete the private
        placement offering would result in the Company being unable to repay the
        loan.
        Additionally, the amount and timing of future cash requirements will depend
        on
        the market’s evaluation of the Company’s technology and products, if any, and
        the resources that it devotes to developing and supporting its activities.
        The
        Company will need to fund these cash requirements from a combination of
        additional debt or equity financings, or 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 the
        Company’s ability to achieve positive earnings and cash flows 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 entirely.
   31
  Operating
        Activities .
        For the
        nine months ended September 30, 2008, operating activities utilized cash
        of
        $484,286, as compared to utilizing cash of $555,299 for the nine months ended
        September 30, 2007, primarily as a result of a decrease in advances on research
        and development contract services in 2008, as compared to amounts spent on
        research and development contract services in 2007 related to an installment
        payment made under the CRADA in 2007.
  The
        Company had a working capital deficiency of $168,500 at September 30, 2008.
        At
        December 31, 2007, the Company had working capital of $376,184, 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 nine months ended September 30, 2008.
        For the nine months ended September 30, 2007, investing activities utilized
        cash
        of $272 for the purchase of office equipment.
  Financing
        Activities .
        There
        were no financing activities during the nine months ended September 30, 2008
        and
        2007.
  **Principal
        Commitments**
  At
        September 30, 2008, the Company did not have any material commitments for
        capital expenditures. The Company’s principal commitments at September 30, 2008
        consisted of the liquidated damages payable under the registration rights
        agreement of $74,000 and the contractual obligations as summarized
        below.
 
 Effective
        March 22, 2006, Lixte entered into a CRADA, as amended, with the NINDS of
        the
        NIH. The CRADA is for a term of 42 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 $200,000 was due within 180 days
        of the
        effective date and was paid in full on July 6, 2006. The second $200,000
        was
        paid in full on June 29, 2007. In June 2008, the CRADA was extended to September
        30, 2009 with no additional funding required for the period between July
        1, 2008
        and September 30, 2008. However, for the period from October 1, 2008 through
        September 30, 2009, the Company has agreed to provide additional funding
        under
        the CRADA of $200,000, to be paid in four quarterly installments of $50,000
        commencing on October 1, 2008. The first installment of $50,000 was paid
        on
        September 29, 2008.
 
 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. 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. As of September 30, 2008, the Company determined that it was likely
        that
        this option would be issued.
  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, the
        Company issued 100,000 shares of its restricted common stock and granted
        an
        option to purchase 200,000 shares of 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, the Company 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, pursuant to which Mirador agreed to forgive 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.
 
 During
        September 2008, the Company engaged an internet-based investor information
        service, to enhance awareness of the Company’s progress in developing a
        portfolio of pharmacological agents at an initial cost of $2,500, plus $500
        per month for a period of twelve months.
  Effective
        as of September 19, 2008, Lixte entered into an agreement with the NIH providing
        the Company with an exclusive license for all patents submitted jointly with
        the
        NIH under the CRADA. The agreement provides for an initial payment of $25,000
        to
        NIH within 60 days of September 19, 2008, and for a minimum annual royalty
        of
        $30,000 on January 1 of each calendar year following the year in which the
        CRADA
        is terminated. The agreement also provides for the Company to pay specified
        royalties based on (i) net sales by the Company and its sublicensees, (ii)
        the
        achievement of certain clinical benchmarks, and (iii) the granting of
        sublicenses. The Company recorded the initial $25,000 obligation as a charge
        to
        research and development costs at September 30, 2008.
 
 During
        October 2008, the Company engaged Southern Research Institute, Birmingham,
        Alabama, to assess one lead compound from each of two classes of its proprietary
        pharmacological agents for effects on normal neuronal cells and to
        determine if the compounds protect normal brain cells from injury in several
        different models of chemical and traumatic brain injury. The goal is to
        determine if these agents have promise as potentially useful for the
        prevention, amelioration or delay of progression of neurodegenerative diseases
        such as Alzheimer’s disease and other neurological diseases or impairments
        resulting from trauma and/or other diverse or unknown origins.  The Company
        agreed to pay a fee not to exceed $50,000 over a four-month period for such
        services .
  On
        October 7, 2008, the Company appointed Dr. Mel Sorensen to its Board of
        Directors. Dr. Sorenson is a medical oncologist with extensive experience
        in
        cancer drug development, first at the National Cancer Institute, then at
        Bayer
        and Glaxo Smith Kline, before becoming President and CEO of a new cancer
        therapeutics company, Ascenta Therapeutics, in 2004. Dr. Sorenson will be
        paid
        an annual consulting fee of $40,000, payable in quarterly installments over
        a
        one year period commencing October 7, 2008, to assist the Company in identifying
        a strategic partner. Dr. Sorenson was also granted a stock option to purchase
        200,000 shares of the Company’s common stock, exercisable at $0.50 per share for
        a period of five years from each tranche’s vesting date. The option vests as to
        25,000 shares on January 1, 2009, and a further 25,000 shares on the first
        day
        of each subsequent calendar quarter until all of the shares are vested.
  **Off-Balance
        Sheet Arrangements**
  At
        September 30, 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
                  4T.**
              **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
        September 30, 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
        1A.
        Risk Factors
 
 Not
        applicable.
 
 Item
        2.
        Unregistered Sales of Equity Securities and Use of Proceeds
 
 Not
        applicable.
 
 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: 
                  November 12, 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, previously filed as
                  an exhibit
                  to the Company’s Quarterly Report on Form 10-Q for the Quarterly Period
                  Ended March 31, 2008, and incorporated herein by reference.10.11
              
              Amendment
                  No. 5 to Cooperative Research and Development Agreement between
                  The
                  National Institute of Neurological Disorders and Stroke and Lixte
                  Biotechnology, Inc. dated June 17, 2008, previously filed as an
                  exhibit to
                  the Company’s Quarterly Report on Form 10-Q for the Quarterly Period Ended
                  June 30, 2008, and incorporated herein by reference.
  37
  
 10.12
              
              Unsecured
                  Demand Promissory Note with interest at 5% per annum between Lixte
                  Biotechnology Holdings, Inc. and Gil Schwartzberg dated October
                  3, 2008.
                  (1)10.13
              
              Stock
                  Option Agreement between Lixte Biotechnology Holdings, Inc. and
                  Mel
                  Sorensen dated October 7, 2008. (1)10.14
              
              Director
                  Stipend Agreement between Lixte Biotechnology Holdings, Inc. and
                  Mel
                  Sorensen dated October 7, 2008. (1)31.1
              
              Certifications
                  under Section 302 of the Sarbanes-Oxley Act of 2002.
                  (1)32.1
              
              Certifications
                  under Section 906 of the Sarbanes-Oxley Act of 2002.
                  (1)
 
 (1)
              Filed
                  herewith.
   38