UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB/A
 
x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2006
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______ to ______

Commission file number: 000-51476

LIXTE BIOTECHNOLOGY HOLDINGS, INC.
(Name of small business issuer in its charter)
 

 
Delaware
 
20-2903526
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
     
248 Route 25A, No. 2
East Setauket, New York
 
11733
(Address of principal executive offices)
 
(Zip Code)
     
Issuer’s telephone number: (631) 942-7959

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

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

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

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

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. o

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

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

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

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

Transitional Small Business Disclosure Format: Yes o No x
 
 

 
Explanatory Note
 
We are filing this Amendment to Form 10-KSB to modify the table in Item 11 “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” to delete the disclaimer by Richard Rappaport of beneficial ownership with respect to 426,626 shares issuable upon exercise of warrants issued to WestPark Capital, Inc.
 
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 
AND MANAGEMENT
 
The following table sets forth, as of January 15, 2007, certain information regarding beneficial ownership of our common stock by (i) each person or entity who is known by us to own beneficially more than 5% of the outstanding shares of common stock, (ii) each of our directors, and (iii) all directors and executive officers as a group. As of January 15, 2007, there were 26,582,183 shares of our common stock issued and outstanding. In computing the number and percentage of shares beneficially owned by a person, shares of common stock that a person has a right to acquire within sixty (60) days of January 15, 2007, pursuant to options, warrants or other rights are counted as outstanding, while these shares are not counted as outstanding for computing the percentage ownership of any other person. Unless otherwise indicated, the address for each stockholder listed in the following table is c/o SRKP 7, Inc., 248 Route 25A, No. 2, East Setauket, New York 11733. This table is based upon information supplied by directors, officers and principal stockholders and reports filed with the Securities and Exchange Commission.
 
Name and Address of Beneficial Owner
 
Amount and Nature of Beneficial Ownership
 
Percent of Class
 
           
Officers, Directors and 5% stockholders
         
Dr. John S. Kovach
248 Route 25A, No. 2
East Setauket, New York 11733
   
17,021,786
   
64.03
%
Dr. Philip F. Palmedo
248 Route 25A, No. 2
East Setauket, New York 11733
   
256,666
(1)  
0.96
%
Richard Rappaport(2)
1900 Avenue of the Stars
Los Angeles, California 90067
   
1,581,471
   
5.85
%
All Officers and directors as a group (two persons)
   
17,278,452
(1)  
64.37
%
 
 

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

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

SIGNATURES
 
In accordance with Section 13 and 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Amendment to Report to be signed on its behalf by the undersigned thereunto duly authorized.
     
 
LIXTE BIOTECHNOLOGY HOLDINGS, INC.
 
 
 
 
 
 
Date: August 21, 2007 By:   /s/ John S. Kovach 
 
Name: John S. Kovach
  Title: Chief Executive Officer
 

In accordance with the Securities Exchange Act of 1934, this Amendment to Report has been signed below by the following persons on behalf of the Registrant in the capacity and on the dates indicated.
 
Signature
 
Title
 
Date
 
 
 
 
 
/s/ John S. Kovach
 
Chief Executive Officer, Principal Financial Officer,
 
August 21, 2007
John S. Kovach
 
Principal Accounting Officer and Director