**SECURITIES
      EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB**






Annual
      Report Pursuant to


the
      Securities Exchange Act of 1934






For
      the
      fiscal year ended December 31, 2006






*Commission
      file number: 000-26235*






**LION
      CAPITAL HOLDINGS,
      INC.**




(Formally,
      Telecomm.com, Inc)




(Exact
      name of registrant as specified in its charter)






Delaware
            52-2191043(State
                of incorporation)
            (I.R.S.
                Employer Identification No.)








9211
                Waterford Centre Blvd, Suite 200 TX
            78758(Address
                of principal executive offices)
            (Zip
                Code)







Registrant's
      telephone number: (512) 615-2453






**Securities
      registered pursuant to Section 12(b) of the Act:**






Title
      of
      each class: Common






Name
      of
      each exchange on which registered: OTC BB






**Securities
      registered pursuant to Section 12(g) of the Act:**






Title
      of
      each class: Common






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 the filing requirements
      for
      at least the past 90 days. Yes X No




Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B is not contained in this form, and no disclosure will be
        contained, to the best of 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. X
   State
        issuer's revenues for its most recent fiscal year was $117,000
   Aggregate
        market value of the voting stock held by non-affiliates of the registrant
        as of
        December 31st, 2006: $1,188,120 (approximately)
   Number
        of
        outstanding shares of the registrant's no par value common stock, as of December
        31, 2006: 14,851,500
   Traditional
        Small Business Disclosure Format: No







**PART
        I**




**ITEM
      1. DESCRIPTION OF BUSINESS**






Lion
      Capital Holdings, Inc. (the "Issuer" or "Company" or "LCHI") was organized
      under
      the laws of the State of Delaware in 1999. LCHI has one subsidiary, Capital
      Cable and Wire, Inc., dba Austin Cable and Wire, which was incorporated in
      1997
      as a Texas corporation.






Austin
      Cable was acquired by LCHI in 1999 through the sale of a controlling block
      of
      its stock, thus making Austin Cable a wholly-owned subsidiary of LCHI. Austin
      Cable is in the business of assembling copper and fiber optic specialty cables
      for distribution in the United States.






The
      Company produced specialty custom cable assemblies and harnesses for various
      industries. A specialty custom cable or harness assembly is a copper or fiber
      optic cable with connectors terminated at one or both ends. The specialty custom
      cable assembly industry is one that services and supplies a variety of other
      industries, which need wire harnesses and cable assemblies for their
      products.






In
      1999,
      LCHI also acquired all but one share of TIC Cables Electronica y Suministros,
      S.A. de C.V., incorporated in Mexico in 1989, thus making TIC a 99.99%-owned
      subsidiary of LCHI. As TIC is engaged in the design and integration of systems
      for data and LCHIunications in Mexico, LCHI management believed the acquisition
      would provide strategic competitive advantages, which proved true throughout
      most of 2000. However, in 2001, due to a lack of control over operations at
      TIC,
      the difficulty in the Mexican economy and excessive losses at TIC's facilities
      in Mexico, LCHI's Board of Directors, in a meeting held September 6, 2001,
      voted
      to abandon TIC operations. LCHI has divested itself of its interest in TIC
      and
      is in the process of returning all TIC shares to its president, Jesus
      Aguirre.






A
      subsequent meeting of the Board of Directors of LCHI was held on April 11,
      2002
      in which all Directors were present, including Mr. Aguirre. At this meeting
      Mr.
      Aguirre requested that he be dismissed from LCHI's Board and agreed to return
      13,600,000 shares of LCHI common stock issued to him in the TIC acquisition.
      Mr.
      Aguirre has returned 4,000,000 of the 13,600,000 shares to date, leaving a
      balance due of 9,800,000 shares. Since that time, all attempted communications
      with Mr. Aguirre have been unsuccessful. As such, LCHI has placed a stop
      transfer order with its transfer agent on the remaining 9,600,000 shares and
      has
      retained legal counsel to begin legal proceedings to recover the 9,600,000
      shares still retained by Mr. Aguirre. The status of these proceedings is still
      formative as we are not able to bear the expense of such proceedings at this
      time. However, counsel had agreed to assist in efforts to contact Mr.
      Aguirre  in order to resolve this issue by the end of 2005. Since
      these efforts were unsuccessful, LCHI has instructed outside counsel to seek
      a
      court order canceling these shares during the 2006 fiscal year.






We
      have
      not legally transferred our ownership interest in TIC to Mr. Aguirre, and based
      on consultation with legal counsel, LCHI does not have any continuing or
      contingent liabilities related to TIC.






LCHI
      has
      received a going concern opinion from its auditors for the years ended 2006
      and
      2005, meaning substantial doubt has been raised in our auditors' eyes about
      LCHI's ability to continue as a going concern. LCHI has earned a small profit
      for the year ended December 31, 2006 totaling $33,237, compared to a profit
      of
      $137,100 for the year ended December 31, 2005. LCHI had a capital deficit of
      $1,468,415 for 2006. Net Revenues in 2006 were $117,000 compared to $220,530
      in
      2005. LCHI will require additional working capital if it is to remain in
      business.










**The
      Company Business**






From
      its
      inception through mid 2003, the Company was engaged in the business of
      manufacturing both copper and fiber optic specialty custom cabling for the
      data
      and telecommunications industries. In addition to its one subsidiary, Capital
      Cable & Wire, Inc., the company had aggressively sought acquisitions to
      further increase its sales in this industry. The Company had not, however,
      been
      successful in closing any acquisitions. As such, management, together with
      the
      company's board of directors, decided to forgo all such acquisition activities
      and had corporately decided to shift its core business focus. The Company is
      no
      longer engaged in the business of manufacturing copper and fiber optic cables.
      Capital Cable, dba Austin Wire & Cable, will continue to operate as a
      subsidiary of Lion Capital Holdings, Inc., and will heretofore account for
      100%
      of the Company's interests in the custom cable industry.






In
      mid-2003 Lion Capital changed its business focus from a cable assembly house
      to
      assisting small private companies in becoming publicly held. On October 31,
      2004
      the Company discontinued its operations in both cable assembly and assisting
      small private companies in becoming publicly held.






At
      the
      end of 2004, Lion Capital was in discussions with Sun Motor, a reverse merger
      candidate, based in China, but the discussions broke down at the beginning
      of
      2005, due to certain frivolous legal actions brought against Lion Capital by
      Elaine Selan vs Andrew Stack et al. As of this filing, the trial judge has
      entered an order dismissing with prejudice the claims of the plaintiff, Elaine
      Selan, but the litigation continues as to Lion Capital's counterclaim and an
      attempt by a third party, SIAD, US, Inc to intervene. Lion Capital filed a
      form
      8-K/A dated May 19, 2005 to this effect. Although the transaction with Sun
      Motor
      has collapsed, Lion Capital continues to seek prospective merger candidates,
      but, at the time of this report, has been unsuccessful in finding a suitable
      candidate.






**Marketing
      and Advertising.**






LCHI
      does
      no marketing and it's clients are derived by word of mouth.






**Name
      Change**






The
      Company, on July 16, 2003 filed a Certificate of Amendment of its Certificate
      of
      Incorporation with the State of Delaware, changing its name from Telecomm.com,
      Inc to Lion Capital Holdings, Inc. This change was initiated by Management
      in
      order to better describe the Company's new business model






**Forward
      Split of Common Stock**






The
      Company, on August 11, 2003 declared a forward split of 2 shares for every
      1
      share held to all its shareholders of record as of August 12, 2003. This
      increased the Company's issued and outstanding common stock to 60,578,984
      (pre-split) as of that date. All share amounts have been adjusted to reflect
      the
      share split.






**Reverse
      Split of Common Stock**




Effective
      December 15, 2006, the Company effected a reverse stock split at a ratio of
      10
      to 1.  All outstanding shares have been adjusted retroactively to
      reflect this reverse stock split.




**Equity
      Transactions**






In
      May,
      2004, the Company issued 7,005,502 (pre-split) common shares in payment of
      $35,028 of notes with related accrued interest of $7,024. In addition, during
      2004, the Company issued 56,545,264 (pre-split) common shares in payment of
      $286,726 in advances from affiliated shareholders. Advances of $19,000 and
      $15,741 in accrued interest were forgiven.






In
      2004,
      Lion Capital issued 8,767,000 (pre-split) shares for consulting expenses of
      $114,510






In
      October of 2005, the Company issued 12,500,000 (pre-split) shares of common
      stock as repayment for $12,500 advanced by a shareholder, and for services
      rendered valued at $18,750.







**Working
      Capital Needs**






The
      working capital needs of the company consist primarily of operating capital,
      acquisition capital and marketing capital. These requirements may be met by
      private placement of stock or loans. Presently, the Company has no definite
      source or commitment for any additional funds and without an infusion of capital
      and additional revenues, the substantial doubt surrounding the Company's ability
      to continue as a going concern will likely remain.






**Sponsored
      Research and Development**






In
      the
      last two fiscal years the Company has not invested on research and development
      and has no sponsored research and development contracts at this
      time.






**Intellectual
      Property**






The
      Company nor its subsidiary Austin Cable have any patents, trademarks, licenses,
      franchises, concessions, royalty agreements or labor contracts in
      effect.






**Government
      Regulation**






**Compliance
      with Environmental Laws and Regulations**






The
      operations of the Company do not require government approval for any of the
      products or services we provide. Furthermore, there is no anticipation of
      probable governmental regulations on the business in the future as
      well.






(a)
      State
      and Local Regulation - None.






The
      Company cannot determine to what extent future operations and earnings of the
      Company may be affected by new legislation, new regulations or changes in
      existing regulations at state or local level.






(b)
      National Regulation - None.






The
      Company cannot determine to what extent future operations and earnings of the
      Company may be affected by new legislation, new regulations or changes in
      existing regulations at a national (U.S.) level.






(c)
      Environmental Matters - None at the date of this registration
      statement.






(d)
      Other
      Industry Factors - None at the date of this registration statement.






**Employees**






As
      of
      December 31 2006, the Company had only one full-time employee, that being our
      President and CEO Timothy T. Page. The Company's employees are not represented
      by a labor union or collective bargaining agreement. The Company regards its
      employee relations as excellent.









**Company
      History**






Lion
      Capital Holdings, Inc. (the "Issuer" or "Company" or "LCHI") was organized
      under
      the laws of the State of Delaware in 1999. LCHI has one subsidiary, Capital
      Cable and Wire, Inc., dba Austin Cable and Wire, which was incorporated in
      1997
      as a Texas corporation.






Austin
      Cable was acquired by LCHI in 1999 through the sale of a controlling block
      of
      its stock, thus making Austin Cable a wholly-owned subsidiary of LCHI. Austin
      Cable is in the business of assembling copper and fiber optic specialty cables
      for distribution in the United States.






The
      Company produced specialty custom cable assemblies and harnesses for various
      industries. A specialty custom cable or harness assembly is a copper or fiber
      optic cable with connectors terminated at one or both ends. The specialty custom
      cable assembly industry is one that services and supplies a variety of other
      industries, which need wire harnesses and cable assemblies for their
      products.






In
      1999,
      LCHI also acquired all but one share of TIC Cables Electronica y Suministros,
      S.A. de C.V., incorporated in Mexico in 1989, thus making TIC a 99.99%-owned
      subsidiary of LCHI. As TIC is engaged in the design and integration of systems
      for data and LCHIunications in Mexico, LCHI management believed the acquisition
      would provide strategic competitive advantages, which proved true throughout
      most of 2000. However, in 2001, due to a lack of control over operations at
      TIC,
      the difficulty in the Mexican economy and excessive losses at TIC's facilities
      in Mexico, LCHI's Board of Directors, in a meeting held September 6, 2001,
      voted
      to abandon TIC operations. LCHI has divested itself of its interest in TIC
      and
      is in the process of returning all TIC shares to its president, Jesus
      Aguirre.






A
      subsequent meeting of the Board of Directors of LCHI was held on April 11,
      2002
      in which all Directors were present, including Mr. Aguirre. At this meeting
      Mr.
      Aguirre requested that he be dismissed from LCHI's Board and agreed to return
      13,600,000 (pre-split) shares of LCHI common stock issued to him in the TIC
      acquisition. Mr. Aguirre has returned 4,000,000 (pre-split) of the 13,600,000
      (pre-split) shares to date, leaving a balance due of 9,800,000 (pre-split)
      shares. Since that time, all attempted communications with Mr. Aguirre have
      been
      unsuccessful. As such, LCHI has placed a stop transfer order with its transfer
      agent on the remaining 9,600,000 (pre-split) shares and has retained legal
      counsel to begin legal proceedings to recover the 9,600,000 (pre-split) shares
      still retained by Mr. Aguirre. The status of these proceedings is still
      formative as we are not able to bear the expense of such proceedings at this
      time. We have not legally transferred our ownership interest in TIC to Mr.
      Aguirre, and based on consultation with legal counsel, LCHI does not have any
      continuing or contingent liabilities related to TIC.








From
      its
      inception through mid 2003, the Company was engaged in the business of
      manufacturing both copper and fiber optic specialty custom cabling for the
      data
      and telecommunications industries. In addition to its one subsidiary, Capital
      Cable & Wire, Inc., the company had aggressively sought acquisitions to
      further increase its sales in this industry. The Company had not, however,
      been
      successful in closing any acquisitions. As such, management, together with
      the
      company's board of directors, decided to forgo all such acquisition activities
      and has corporately decided to shift its core business focus. The Company will
      no longer be principally engaged in the business of manufacturing copper and
      fiber optic cables. Capital Cable, dba Austin Wire & Cable, will continue to
      operate as a subsidiary of Lion Capital Holdings, Inc., and will heretofore
      account for 100% of the Company's interests in the custom cable
      industry.






In
      mid-2003 Lion Capital changed its business focus from a cable
      assembly house to assisting small private companies in becoming publicly held.
      On October 31, 2004 the Company discontinued its operations in both cable
      assembly and assisting small private companies in becoming publicly
      held.






At
      the
      end of 2004, Lion Capital was in discussions with Sun Motor, a reverse merger
      candidate, based in China, but the discussions broke down at the beginning
      of
      2005, due to certain frivolous legal actions brought against Lion Capital by
      Elaine Selan vs Andrew Stack et al. As of this filing, the trial judge has
      entered an order dismissing with prejudice the claims of the plaintiff, Elaine
      Selan, but the litigation continues as to Lion Capital's counterclaim and an
      attempt by a third party, SIAD, US, Inc to intervene. Lion Capital filed a
      form
      8-K/A dated May 19, 2005 to this effect. Although the transaction with Sun
      Motor
      has collapsed, Lion Capital continues to seek prospective merger candidates,
      but, at the time of this report, has been unsuccessful in finding a suitable
      candidate.






The
      Company was approved for trading by NASD in April, 2003 for the Over the Counter
      Bulletin Board (OTCBB).









**ITEM
      2. DESCRIPTION OF PROPERTY**






The
      Company's principal office is located at 9211 Waterford Centre Blvd, Suite
      200,
      Austin, Texas, 78758. The Company receives free office space on a month-to-
      month basis with a rent of approximately $0 per month.. The Company does not
      own
      any real estate at this time nor does it have any real estate mortgages or
      investments in real estate of any kind.






**ITEM
      3. LEGAL PROCEEDINGS**






The
      Company has not been involved in any bankruptcy or bankruptcy proceeding and
      does not foresee any legal proceedings that could reasonably be expected to
      have
      a material adverse effect on the Company's financial condition or
      operations.






**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS**






Not
      Applicable.






**PART
      II**






**ITEM
      5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
      STOCKHOLDER**






**MATTERS**






Nasdaq
      approved the Company for trading of Lion Capital Holdings common stock in April
      2003 for the Over the Counter Bulletin Board (OTCBB).






The
      following table sets forth, for the periods indicated, the high and low sale
      prices per share for the Common Stock as reported by the NASD's
      OTCBB:




Fiscal
                                2006
                            
                            High
                            
                            
                            LowFirst
                                Quarter (January 1, 2006 through March 31, 2006
                            
                            $
                            0.07
                            
                            
                            $
                            0.06Second
                                Quarter (April 1, 2006 through June 30, 2006)
                            
                            $
                            0.35
                            
                            
                            $
                            0.05Third
                                Quarter (July 1, 2006 through September 30, 2006)
                            
                            $
                            0.14
                            
                            
                            $
                            0.10Fourth
                                Quarter (October 1, 2006 through December 31, 2006)
                            
                            $
                            0.10
                            
                            
                            $
                            0.08




As
      of
      December 31, 2006, there were 14,851,500 Common shares outstanding and
      150,000,000 authorized.






As
      of
      December 31, 2006, there were 82 holders of record of Common Stock. There are
      no
      dividends being paid for Common Stock.









**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS**






STATEMENTS
      IN THIS ANNUAL REPORT ON FORM 10-K CONCERNING THE COMPANY'S BUSINESS OUTLOOK
      OR
      FUTURE ECONOMIC PERFORMANCE, ANTICIPATED PROFITABILITY, GROSS BILLINGS,
      COMMISSIONS AND FEES, EXPENSES OR OTHER FINANCIAL ITEMS, AND STATEMENTS
      CONCERNING ASSUMPTIONS MADE OR EXCEPTIONS AS TO ANY FUTURE EVENTS, CONDITIONS,
      PERFORMANCE OR OTHER MATTER ARE "FORWARD-LOOKING STATEMENTS" AS THAT TERM IS
      DEFINED UNDER THE FEDERAL SECURITIES LAWS. FORWARD-LOOKING STATEMENTS ARE
      SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS
      TO DIFFER MATERIALLY FROM THOSE STATED IN SUCH STATEMENTS. SUCH RISKS,
      UNCERTAINTIES AND FACTORS INCLUDE, BUT ARE NOT LIMITED TO, (I) THE UNCERTAINTY
      OF PRODUCT AVAILABILITY IN A TIMELY MANNER, (II) PERFORMANCE, (III) THE
      UNCERTAINTY OF PRODUCT ACCEPTANCE BY THE CUSTOMER, (IV) COMPETITION, (V) THE
      COMPANY'S AVAILABILITY TO RAISE NECESSARY CAPITAL, (VI) UNKNOWN PARTS AND
      COMPONENT! AVAILABILITY, (VII) THE LOSS OF SERVICES OF CERTAIN KEY INDIVIDUALS
      COULD HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY'S BUSINESS, FINANCIAL
      CONDITION OR OPERATING RESULTS, (VIII) LITIGATION.








**Overview**




As
      of
      December 31, 2006 the Company had revenues for the year of $117,000. The Company
      had a net profit of $33,237 for the year ended December 31, 2006, compared
      to a
      net profit for the previous year of $137,100.




During
      2006 LCHI has had to overcome numerous issues including:




1.
      Insufficient working capital and financial backing


2.
      Lack
      of volume and low stock price


3.
      Lack
      of Clients


4.
      Lack
      of marketing support


6.
      General Stock Market weakness


7.
      General Economy weakness









**The
      Company Business**






The
      Company produced specialty custom cable assemblies and harnesses for various
      industries. A specialty custom cable or harness assembly is a copper or fiber
      optic cable with connectors terminated at one or both ends. The specialty custom
      cable assembly industry is one that services and supplies a variety of other
      industries, which need wire harnesses and cable assemblies for their
      products.






In
      1999,
      LCHI also acquired all but one share of TIC Cables Electronica y Suministros,
      S.A. de C.V., incorporated in Mexico in 1989, thus making TIC a 99.99%-owned
      subsidiary of LCHI. As TIC is engaged in the design and integration of systems
      for data and LCHIunications in Mexico, LCHI management believed the acquisition
      would provide strategic competitive advantages, which proved true throughout
      most of 2000. However, in 2001, due to a lack of control over operations at
      TIC,
      the difficulty in the Mexican economy and excessive losses at TIC's facilities
      in Mexico, LCHI's Board of Directors, in a meeting held September 6, 2001,
      voted
      to abandon TIC operations. LCHI has divested itself of its interest in TIC
      and
      is in the process of returning all TIC shares to its president, Jesus
      Aguirre.






A
      subsequent meeting of the Board of Directors of LCHI was held on April 11,
      2002
      in which all Directors were present, including Mr. Aguirre. At this meeting
      Mr.
      Aguirre requested that he be dismissed from LCHI's Board and agreed to return
      13,800,000 shares of LCHI common stock issued to him in the TIC acquisition.
      Mr.
      Aguirre has returned 4,000,000 of the 13,800,000 shares to date, leaving a
      balance due of 9,800,000 shares. Since that time, all attempted communications
      with Mr. Aguirre have been unsuccessful. As such, LCHI has placed a stop
      transfer order with its transfer agent on the remaining 9,800,000 shares and
      has
      retained legal counsel to begin legal proceedings to recover the 9,800,000
      shares still retained by Mr. Aguirre. The status of these proceedings is still
      formative as we are not able to bear the expense of such proceedings at this
      time. We have not legally transferred our ownership interest in TIC to Mr.
      Aguirre, and based on consultation with legal counsel, LCHI does not have any
      continuing or contingent liabilities related to TIC.






From
      its
      inception through mid 2003, the Company was engaged in the business of
      manufacturing both copper and fiber optic specialty custom cabling for the
      data
      and telecommunications industries. In addition to its one subsidiary, Capital
      Cable & Wire, Inc., the company had aggressively sought acquisitions to
      further increase its sales in this industry. The Company had not, however,
      been
      successful in closing any acquisitions. As such, management, together with
      the
      company's board of directors, decided to forgo all such acquisition activities
      and has corporately decided to shift its core business focus. The Company will
      no longer be principally engaged in the business of manufacturing copper and
      fiber optic cables. Capital Cable, dba Austin Wire & Cable, will continue to
      operate as a subsidiary of Lion Capital Holdings, Inc., and will heretofore
      account for 100% of the Company's interests in the custom cable
      industry.






In
      mid-2003 Lion Capital changed its business focus from a cable assembly house
      to
      assisting small private companies in becoming publicly held. On October 31,
      2004
      the Company discontinued its operations in both cable assembly and assisting
      small private companies in becoming publicly held.






At
      the
      end of 2004, Lion Capital was in discussions with Sun Motor, a reverse merger
      candidate, based in China, but the discussions broke down at the beginning
      of
      2005, due to certain frivolous legal actions brought against Lion Capital by
      Elaine Selan vs Andrew Stack et al. As of this filing, the trial judge has
      entered an order dismissing with prejudice the claims of the plaintiff, Elaine
      Selan, but the litigation continues as to Lion Capital's counterclaim and an
      attempt by a third party, SIAD, US, Inc to intervene. Lion Capital filed a
      form
      8-K/A dated May 19, 2005 to this effect. Although the transaction with Sun
      Motor
      has collapsed, Lion Capital continues to seek prospective merger candidates,
      but, at the time of this report, has been unsuccessful in finding a suitable
      candidate.









**Result
      of Operations**






Revenues
      for the year ended December 31, 2006 were $117,000, a decrease of approximately
      53% over revenues of $220,530 for the year ended December 31, 2005. This
      decrease is due to the Company earning smaller management fees for the
      year.






General
      and administrative costs were $77,197 for the year ended December 31, 2006
      as
      compared to $73,521 for the same period in 2005.






Net
      profit for the year ended December 31, 2005 was $33,237, compared to a loss
      of
      $137,100 for the same period in 2005.






**Liquidity
      and Capital
      Resources**






As
      of
      December 31, 2006 we had cash and cash equivalents of $240,847 as compared
      to
      $165,243 for 2005. We will require additional funding during the next 12 months
      to finance the growth of our current operations. We are actively pursuing
      increases to cash flows and additional sources of financing and believe that
      such increases and additional financing will generate sufficient cash flow
      to
      fund our operations through 2007. However we cannot make any assurances that
      such matters will be successfully consummated.






Management
      believes that LCHI will require additional funding of at least $250,000 to
      satisfy its cash requirements over the next 12 months. Management hopes to
      raise
      these additional funds from private placements and additional shareholder loans.
      These additional funds assume that costs remain at the present
      level.






We
      are currently generating very little sources of income from
      management fees.






We
      have
      no material commitments for capital expenditures at this time.






We
      have
      no seasonal aspects that could cause an effect on our financial
      condition.






As
      of
      December 31, 2006, the Company owed no salaries to officers. All accrued
      salaries from previous years were forgiven and written off. In addition, the
      Company has received advances from various shareholders which have either been
      forgiven and written off or converted in common stock of the
      Company.






**Evaluation
      of Internal and Disclosure Controls**






The
      management of the company has evaluated the effectiveness of the issuer's
      disclosure controls and procedures as of a date within 90 days prior to the
      filing date of the report (evaluation date) and have concluded that the
      disclosure controls and procedures are adequate and effective based upon their
      evaluation as of the evaluation date.






There
      were no significant changes in internal controls or in other factors that could
      significantly affect internal controls subsequent to the date of the most recent
      evaluation of such, including any corrective actions with regard to significant
      deficiencies and material weaknesses.









**NEED
      FOR ADDITIONAL FINANCING**






The
      Company does not have capital sufficient to meet the Company's cash needs,
      including the costs of compliance with the continuing reporting requirements
      of
      the Securities Exchange Act of 1934. The Company will have to seek loans or
      equity placements to cover such cash needs. In the event the Company is able
      to
      complete a business combination during this period, lack of its existing capital
      may be a sufficient impediment to prevent it from accomplishing the goal of
      completing a business combination. There is no assurance, however, that without
      funds it will ultimately allow registrant to complete a business combination.
      Once a business combination is completed, the Company's needs for additional
      financing are likely to increase substantially. The Company will need to raise
      additional funds to conduct any business activities in the next twelve
      months.






No
      commitments to provide additional funds have been made by management or other
      stockholders. Accordingly, there can be no assurance that any additional funds
      will be available to the Company to allow it to cover its expenses as they
      may
      be incurred.






Irrespective
      of whether the Company's cash assets prove to be inadequate to meet the
      Company's operational needs, the Company might seek to compensate providers
      of
      services by issuances of stock in lieu of cash.






The
      Company has no plans at this time for purchases or sales of fixed assets which
      would occur in the next twelve months.






The
      Company has no expectation or anticipation of significant changes in number
      of
      employees in the next twelve months however, if it achieves significant orders,
      it may acquire or add employees of an unknown number in the next twelve
      months.









**GOING
      CONCERN**






The
      Company's auditors have issued a "going concern" qualification as part of their
      opinion in the Audit Report. There is substantial doubt about the ability of
      the
      Company to continue as a "going concern." The Company has minimal business,
      little capital, no debt, no cash, few assets, and no capital commitments. The
      effects of such conditions could easily be to cause the Company's bankruptcy,
      except there are no assets to liquidate in Bankruptcy.






LCHI
      intends to raise additional working capital either through private placements,
      public offerings and/or bank financing.






There
      are
      no assurances that LCHI will be able to either, (1) increase its operations
      and
      achieve a level of revenues adequate to generate sufficient cash flow from
      operations; or (2) obtain additional financing through a private placement,
      public offerings and/or bank financing necessary to support LCHI's working
      capital requirements. To the extent that funds generated from any private
      placements, public offerings and/or bank financing are insufficient, LCHI will
      have to raise additional working capital. No assurance can be given that
      additional financing will be available, or if available, will be on terms
      acceptable to LCHI.






These
      conditions raise substantial doubt about LCHI's ability to continue as a going
      concern. The consolidated financial statements do not include any adjustments
      relating to the recoverability and classification of asset carrying amounts
      or
      the amount and classification of liabilities that might be necessary should
      LCHI
      be unable to continue as a going concern.




**ITEM
      7. FINANCIAL STATEMENTS**














**LION
                CAPITAL HOLDINGS, INC.**
              
              **Consolidated
                Financial Statements**
              
              **December
                31, 2006**











****


**C
                      O N T E N T S**Report
                      of Independent Registered Public Accounting Firm
                  F-3Consolidated
                      Balance Sheet
                  F-4Consolidated
                      Statements of Operations
                  F-5Consolidated
                      Statements of Stockholders’ Deficit
                  F-6Consolidated
                      Statements of Cash Flows
                  F-7Notes
                      to the Consolidated Financial Statements
                  F-8








/Letterhead/








**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**














To
      the
      Board of Directors and Management of


Lion
      Capital Holdings, Inc.


Malibu,
      California








We
      have
      audited the accompanying consolidated balance sheet of Lion Capital Holdings,
      Inc. as of December 31, 2006 and the related consolidated statements of
      operations, stockholders’ deficit, and cash flows for the years ended December
      31, 2006 and 2005.  These consolidated financial statements are the
      responsibility of the Company’s management.  Our responsibility is to
      express an opinion on these consolidated financial statements based on our
      audits.





We
      conducted our audits in accordance with standards of the PCAOB (United
      States).  Those standards require that we plan and perform the audits
      to obtain reasonable assurance about whether the consolidated financial
      statements are free of material misstatement.  The Company is not
      required to have, nor were we engaged to perform, an audit of its internal
      control over financial reporting.  Our audit included consideration of
      internal control over financial reporting as a basis for designing audit
      procedures that are appropriate in the circumstances, but not for the purpose
      of
      expressing an opinion on the effectiveness of the Company’s internal control
      over financial reporting.  Accordingly, we express no such
      opinion.  An audit includes examining, on a test basis, evidence
      supporting the amounts and disclosures in the consolidated financial
      statements.  An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation.  We believe
      that our audits provide a reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Lion Capital Holdings,
      Inc.
      as December 31, 2006 and the results of its operations and its cash flows for
      the years ended December 31, 2006 and 2005, which is in conformity with U.S.
      generally accepted accounting principles.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      Lion Capital Holdings, Inc. will continue as a going concern.  As
      discussed in Note 2 to the consolidated financial statements, Lion Capital
      Holdings, Inc. has suffered recurring losses from operations and has a net
      capital deficiency that raises substantial doubt about the company’s ability to
      continue as a going concern.  Management’s plans in regard to these
      matters are also described in Note 2.  The consolidated financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.





/S/
      Chisholm, Bierwolf & Nilson, LLC





Chisholm,
      Bierwolf & Nilson, LLC


Bountiful,
      Utah


February
      26, 2007









**LION
                            CAPITAL HOLDINGS, INC.**Consolidated
                            Balance SheetDecember
                            31, 2006ASSETSCURRENT
                            ASSETSCash
                        
                        $
                        240,847Total
                            Current Assets
                        
                        
                        240,847TOTAL
                            ASSETS
                        
                        $
                        240,847LIABILITIES
                            AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                            LIABILITIESDue
                            to shareholders and related companies (Note 10)
                        
                        $
                        25,548Net
                            liabilities of discontinued operations (Note 6)
                        
                        
                        1,683,714Total
                            Current Liabilities
                        
                        
                        1,709,262Total
                            Liabilities
                        
                        
                        1,709,262COMMITMENTS
                            AND CONTINGENCIES (Note 9)STOCKHOLDERS'
                            EQUITY (DEFICIT)Common
                            stock, 150,000,000 shares authorized of $0.001par
                            value, 14,851,079 shares issued and outstanding,retroactively
                            restated
                        
                        
                        14,851Additional
                            paid-in capital
                        
                        
                        2,895,266Accumulated
                            deficit
                        
                        
                        (4,378,532
                        )Total
                            Stockholders' Equity (Deficit)
                        
                        
                        (1,468,415
                        )TOTAL
                            LIABILITIES AND STOCKHOLDERS'EQUITY
                            (DEFICIT)
                        
                        $
                        240,847






















The
          accompanying notes are an integral part of these financial
          statements.





**LION
                          CAPITAL HOLDINGS, INC.**Consolidated
                          Statements of OperationsYears
                          Ended December 31, 2006 and 20052006
                      
                      
                      2005REVENUES
                      
                      $
                      117,000
                      
                      
                      $
                      220,530OPERATING
                          EXPENSESGeneral
                          and administrative
                      
                      
                      77,197
                      
                      
                      
                      73,521Total
                          Operating Expenses
                      
                      
                      77,197
                      
                      
                      
                      73,521INCOME
                          FROM OPERATIONS
                      
                      
                      39,803
                      
                      
                      
                      147,009LOSS
                          FROM DISCONTINUEDOPERATIONS
                      
                      
                      (6,566
                      )
                      
                      
                      -LOSS
                          ON DISPOSAL OFDISCONTINUED
                          OPERATIONS
                      
                      
                      -
                      
                      
                      
                      (9,909
                      )NET
                          INCOME
                      
                      $
                      33,237
                      
                      
                      $
                      137,100BASIC
                          INCOME (LOSS) PER SHAREContinuing
                          operations
                      
                      $
                      0.00
                      
                      
                      $
                      0.01Discontinued
                          operations
                      
                      
                      (0.00
                      )
                      
                      
                      (0.00
                      )$
                      0.00
                      
                      
                      $
                      0.01WEIGHTED
                          AVERAGE NUMBER OFCOMMON
                          SHARES OUTSTANDING
                      
                      
                      14,851,079
                      
                      
                      
                      13,864,778






















The
          accompanying notes are an integral part of these financial
          statements.


**LION
                      CAPITAL HOLDINGS, INC.**Consolidated
                      Statements of Stockholders' DeficitYears
                      Ended December 31, 2006 and 2005AdditionalCommon
                      Stock
                  
                  
                  Paid-in
                  
                  
                  AccumulatedShares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  DeficitBalance,
                      December 31, 2004
                  
                  
                  13,601,079
                  
                  
                  $
                  13,601
                  
                  
                  $
                  2,865,266
                  
                  
                  $
                  (4,548,869
                  )Common
                      stock issued toshareholder
                      in lieu of debtand
                      for services renderedat
                      $0.0025 per share
                  
                  
                  1,250,000
                  
                  
                  
                  1,250
                  
                  
                  
                  30,000
                  
                  
                  
                  -Net
                      income for the year endedDecember
                      31, 2005
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  137,100Balance,
                      December 31, 2005
                  
                  
                  14,851,079
                  
                  
                  
                  14,851
                  
                  
                  
                  2,895,266
                  
                  
                  
                  (4,411,769
                  )Net
                      income for the year endedDecember
                      31, 2006
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  33,237Balance,
                      December 31, 2006,retroactively
                      restated
                  
                  
                  14,851,079
                  
                  
                  $
                  14,851
                  
                  
                  $
                  2,895,266
                  
                  
                  $
                  (4,378,532
                  )























The
          accompanying notes are an integral part of these financial
          statements.


**LION
                      CAPITAL HOLDINGS, INC.**Consolidated
                      Statements of Cash FlowsYears
                      Ended December 31, 2006 and 20052006
                  
                  
                  2005CASH
                      FLOWS FROM OPERATING ACTIVITIES:Net
                      income
                  
                  $
                  33,237
                  
                  
                  $
                  137,100Adjustments
                      to reconcile net income to net cashprovided
                      by operating activities:Common
                      stock issued for financing costs
                  
                  
                  -
                  
                  
                  
                  18,750Changes
                      in operating assets and liabilities:Accounts
                      receivable
                  
                  
                  28,000
                  
                  
                  
                  (28,000
                  )Accounts
                      payable
                  
                  
                  (1,280
                  )
                  
                  
                  1,280Earnings
                      from continuing operations
                  
                  
                  -
                  
                  
                  
                  9,490Less:
                      loss (gain) from discontinued operations
                  
                  
                  -
                  
                  
                  
                  9,909Net
                      Cash Provided by Operating Activities
                  
                  
                  59,957
                  
                  
                  
                  148,529CASH
                      FLOWS FROM INVESTING ACTIVITIES:
                  
                  
                  -
                  
                  
                  
                  -CASH
                      FLOWS FROM FINANCING ACTIVITIES:Proceeds
                      from shareholders and related companies
                  
                  
                  9,081
                  
                  
                  
                  16,467Net
                      Cash Provided by Financing Activities
                  
                  
                  9,081
                  
                  
                  
                  16,467Net
                      Cash Provided by Continuing Operations
                  
                  
                  69,038
                  
                  
                  
                  164,996Net
                      Cash Provided by Discontinuing Operations
                  
                  
                  6,566
                  
                  
                  
                  -NET
                      INCREASE IN CASH
                  
                  
                  75,604
                  
                  
                  
                  164,996CASH
                      AT BEGINNING OF PERIOD
                  
                  
                  165,243
                  
                  
                  
                  247CASH
                      AT END OF PERIOD
                  
                  $
                  240,847
                  
                  
                  $
                  165,243SUPPLEMENTAL
                      DISCLOSURESInterest
                      paid
                  
                  $
                  -
                  
                  
                  $
                  84Taxes
                      paid
                  
                  
                  -
                  
                  
                  
                  -NON
                      CASH DISCLOSURESStock
                      issued to reduce advances from shareholder
                  
                  $
                  -
                  
                  
                  $
                  12,500Stock
                      issued for financing costs
                  
                  
                  -
                  
                  
                  
                  18,750























The
          accompanying notes are an integral part of these financial
          statements.
 
 NOTE
        1
        -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization
      and Description of
      Business





Lion
      Capital Holdings, Inc. (“Lion Capital”) was incorporated in Delaware in July
      1999.  Prior to 2001, Lion Capital was engaged in the design and
      integration of systems for data and Lion Capital in Mexico for customers
      throughout the United States and Mexico.  Lion Capital was also
      engaged in (a) the business of manufacturing copper and fiber optic specialty
      custom cabling in Mexico for distribution in the United States and Mexico,
      and
      (b) as a U.S. cable assembly house.  In September 2001, Lion Capital
      abandoned its ownership of this Mexican subsidiary and in 2002 began winding
      down its other operation as a cable assembly house.  In mid-2003, Lion
      Capital changed its business focus from a cable assembly house to assisting
      small private companies in becoming publicly held.  On October 31,
      2004, the Company discontinued its operations in both cable assembly house
      and
      assisting small private companies in becoming publicly held.





Significant
      Accounting Policies





A
      summary
      of the significant accounting policies consistently applied in the preparation
      of the accompanying consolidated financial statements are as
      follows:





a.
            Accounting
                Method





The
      Company’s consolidated financial statements are prepared using the accrual
      method of accounting.  The Company has elected a December 31
      year-end.





b.
            Principles
                of Consolidation





The
      accompanying consolidated financial statements include the accounts of Lion
      Capital Holdings, Inc. and its wholly-owned subsidiary, Cable Capital &
Wire, Inc. (d.b.a. Austin Cable & Wire), (“Austin Cable”), a Texas
      Corporation.   All significant inter-company balances and
      transactions have been eliminated in the consolidation.





c.
            Use
                of Estimates





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





d.
            Cash
                and Cash Equivalents





The
      Company considers all highly liquid investments with maturities of three months
      or less to be cash equivalents.















NOTE
                1 -
            ORGANIZATION
                AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                (Continued)





e.
            Revenue
                Recognition





Lion
      Capital applies the provisions of SEC Staff Accounting Bulletin (“SAB”) No. 104,
      Revenue Recognition in Financial Statements (“SAB 104”), which provides guidance
      on the recognition, presentation and disclosure of revenue in financial
      statements filed with the SEC.  The SAB 104 outlines the basic
      criteria that must be met to recognize the revenue and provides guidance for
      disclosure related to revenue recognition policies.  In general, the
      Company recognizes revenue related to monthly contracted amounts for services
      provided when (i) persuasive evidence of an arrangement exists, (ii) delivery
      has occurred or services have been rendered, (iii) the fee is fixed or
      determinable and (iv) collectibility is reasonably assured.





f.
            Income
                Taxes





Lion
                Capital recognizes deferred tax assets and liabilities based on
                differences between the financial reporting and tax bases of assets
                and
                liabilities using the enacted tax rates and laws that are expected
                to be
                in effect when the differences are expected to be
                recovered.  Lion Capital provides a valuation allowance for
                deferred tax assets for which it does not consider realization of
                such
                assets to be more likely than not.





g.
            Newly
                Adopted Pronouncements





Lion
      Capital does not expect the adoption of recently issued accounting
      pronouncements to have a significant impact on Lion Capital’s results of
      operations, financial position or cash flow.





h.  Fair
      Value of Financial Instruments





The
      fair
      value of the Company’s assets and liabilities approximate the carrying value
      based on their effective interest rates compared to current market
      prices.





i.     Concentrations
      of Risk





The
      Company has, in its bank accounts, funds in excess of the $100,000 that is
      federally insured.  In the event of the failure of the bank, the
      Company would sustain a loss of funds that exceed $100,000.  At
      December 31, 2006, the amount of funds that exceeded the federally insured
      limit
      was $140,847.








NOTE
      2
      -        GOING CONCERN





As
      shown
      in the accompanying consolidated financial statements, the Company’s current and
      total liabilities exceeded its current and total assets by
      $1,468,415.  This factor, as well as the uncertain conditions that the
      Company faces relative to capital raising activities, create an uncertainty
      as
      to the Company’s ability to continue as a going concern.  The Company
      is seeking to raise additional capital through public and/or private placement
      offerings, targeting strategic partners in an effort to increase revenues,
      and
      expanding revenues through strategic acquisitions.  The ability of the
      Company to continue as a going concern is dependent upon the success of capital
      offerings or alternative financing arrangements and expansion of its
      operations.  The consolidated financial statements do not include any
      adjustments that might be necessary should the Company be unable to continue
      as
      a going concern.  The Company will require additional funding during
      the next twelve months to finance the growth of its current operations and
      achieve its strategic objectives.  Management is actively pursuing
      additional sources of financing sufficient to generate enough cash flow to
      fund
      its operations through 2007 and 2008.  However management cannot make
      any assurances that such financing will be secured.





NOTE
      3
      -       DEFERRED GAIN





In
      September 2001, Lion Capital effectively abandoned its ownership of TIC and
      deferred a gain of $322,956.  When Lion Capital shares are received
      for the TIC shares, the gain will be recognized.  TIC is engaged in
      the design and integration of systems for data and Lion Capital communications
      in Mexico for customers throughout the United States and Mexico.  Lion
      Capital originally acquired TIC in November 1999 and issued 200,000 shares
      of
      common stock for 99.99% of the stock of TIC plus a note receivable of
      $70,500.  The note receivable was non-interest bearing and did not
      specify a due date.  Lion Capital is in the process of canceling the
      shares.  The note receivable was fully impaired in
      2001.  The deferred gain has been included in the net current
      liabilities from discontinued operations.  See note 6.





NOTE
      4
      -   NOTES PAYABLE





At
      December 31, 2003, the Company had notes payable totaling $109,437 due to
      various third parties.  The notes payable bear interest at 6% and were
      due on August 1, 2004.  These notes are unsecured and are included in
      the net current liabilities from discontinued operations.  See note
      6.





NOTE
      5
      -   NOTES PAYABLE – RELATED PARTIES





At
      December 31, 2003, Lion Capital had notes payable totaling $40,854 due to
      various shareholders.  The notes bore interest at 8% to 14% and are
      unsecured and were past due.  On May 5, 2004, the Company issued
      7,005,502 common shares in payment of $35,028 of the notes with related accrued
      interest of $7,024.  During 2004, $2,233 of cash was paid on the notes
      payable.  The remaining balance of $3,594 was included in the net
      current liabilities from discontinued operations.  See note
      6.




NOTE
      6
      -   DISCONTINUED OPERATIONS





On
      October 31, 2004, the Company discontinued its operations in both the cable
      assembly operations and assisting small private companies in becoming publicly
      held.





The
      following includes the combined net current liabilities for the Company’s
      discontinued operations as of December 31, 2006:




Capital
                        Cable
                    
                    
                    Lion
                        Capital
                    
                    
                    DiscontinuedWire,
                        Inc.
                    
                    
                    Holdings,
                        Inc.
                    
                    
                    OperationsTotal
                        Assets
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -LiabilitiesAccounts
                        payable
                    
                    $
                    1,189,688
                    
                    
                    $
                    -
                    
                    
                    $
                    1,189,688Accrued
                        expenses
                    
                    
                    58,039
                    
                    
                    
                    -
                    
                    
                    
                    58,039Notes
                        payable - related party
                    
                    
                    3,594
                    
                    
                    
                    -
                    
                    
                    
                    3,594Notes
                        payable
                    
                    
                    109,437
                    
                    
                    
                    -
                    
                    
                    
                    109,437Deferred
                        gain
                    
                    
                    -
                    
                    
                    
                    322,956
                    
                    
                    
                    322,956Total
                        Current Liabilities
                    
                    $
                    1,360,758
                    
                    
                    $
                    322,956
                    
                    
                    $
                    1,683,714






The
      losses from discontinued operations include the results of operations from
      January 1, 2004 through the measurement date of October 31, 2004.  The
      losses from disposal includes the results of operations from January 1, 2005
      through December 31, 2006.





NOTE
      7
      -   STOCKHOLDERS’ EQUITY





In
      October 2005, Lion Capital issued 1,250,000 shares of common stock as repayment
      for $12,500 advanced by a shareholder, and for services rendered valued at
      $18,750.





Effective
      December 15, 2006, the Company effected a reverse stock split at a ratio of
      10
      to 1.  All outstanding shares have been adjusted retroactively to
      reflect this reverse stock split.





NOTE
      8
      -   INCOME TAXES





From
      inception through December 31, 2004, Lion Capital had incurred net losses and,
      therefore, had no tax liability.   The net deferred tax asset
      generated by the loss carry-forward has been fully reserved.  The
      cumulative net operating loss carryforward is approximately $2,787,000 at
      December 31, 2006, and will expire in the years 2021 through 2026.











NOTE
      8
      -   INCOME TAXES (Continued)





The
      deferred tax asset and the valuation account is as follows at December 31,
      2006
      and 2005:








December
                              31, 20062006
                          
                          
                          2005Deferred
                              tax asset:NOL
                              carryforward
                          
                          $
                          947,000
                          
                          
                          $
                          958,000Valuation
                              allowance
                          
                          
                          (947,000
                          )
                          
                          
                          (958,000
                          )Total
                          
                          $
                          -
                          
                          
                          $
                          -





The
      components of income tax expense
      are as follows:






2006
                    
                    
                    2005Current
                        income tax expense (benefit):Federal
                    
                    $
                    -
                    
                    
                    $
                    -State
                    
                    
                    -
                    
                    
                    
                    -Current
                        tax expense
                    
                    $
                    -
                    
                    
                    $
                    -Deferred
                        tax expense (benefit) arising from:Valuation
                        allowance
                    
                    $
                    11,220
                    
                    
                    $
                    46,600Net
                        operating loss carryforward
                    
                    
                    (11,220
                    )
                    
                    
                    (46,600
                    )Net
                        deferred tax assets
                    
                    $
                    -
                    
                    
                    $
                    -






NOTE
      9 -
      COMMITMENTS AND CONTINGENCIES





An
      officer provides office services without charge.  Such costs are
      immaterial to the financial statements and accordingly are not reflected
      herein.  Rent expense was approximately $805 and $1,200 for 2006 and
      2005, respectively.





NOTE
      10 –
DUE TO SHAREHOLDERS AND RELATED COMPANIES





At
      December 31, 2006, the Company’s President, his companies, and his extended
      family members had advanced funds to the Company totaling $25,548. The amounts
      are non-interest bearing, due on demand, and unsecured.














NOTE
      11 –
BASIC INCOME (LOSS) PER SHARE





The
      computations of basic income (loss) per share of common stock are based on
      the
      weighted average number of common shares outstanding during the period of the
      consolidated financial statements.





2006
                                
                                
                                2005Numerator
                                    – income (loss)Continuing
                                    operations
                                
                                $
                                39,803
                                
                                
                                $
                                147,009Discontinued
                                    operations
                                
                                
                                (6,566
                                )
                                
                                
                                (9,909
                                )Net
                                    income (loss)
                                
                                
                                33,237
                                
                                
                                
                                137,100Denominator
                                    – weighted average number of shares outstanding
                                
                                
                                14,851,079
                                
                                
                                
                                13,864,778Income
                                    (loss) per shareContinuing
                                    operations
                                
                                
                                0.00
                                
                                
                                
                                0.01Discontinued
                                    operations
                                
                                
                                (0.00
                                )
                                
                                
                                (0.01
                                )Net
                                    income (loss) per share
                                
                                $
                                0.00
                                
                                
                                $
                                0.01











**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.**






On
      August
      7, 2004, our Board of Directors voted to change our auditors from Malone &
Bailey to Chisholm, Bierwolf & Nilson LLC (CBN).




Malone
      & Bailey had audited our financials statements for the two fiscal years
      ended December 31, 2003 and 2002 and its reports for each of the two fiscal
      years did not contain an adverse opinion or disclaimer of opinion, nor were
      they
      qualified or modified as to uncertainty, audit scope or accounting principles.
      There were no disagreements between us and Malone & Bailey on any matter
      regarding accounting principles or practices, financial statement disclosure,
      or
      auditing scope or procedure during the past two fiscal years or any subsequent
      interim period preceding the date of the change in auditors to CBN. Our board
      of
      directors has confirmed that we will continue our engagement with CBN and has
      approved the change in auditors from Malone & Bailey.




During
      the two most recent fiscal years ended December 31, 2003 and2002, and through
      August 7, 2004, we did not consult with Chisholm,Bierwolf & Nilson, LLC
      regarding either: (i) the application of accounting principles to a specified
      transaction, either completed or proposed, or the type of audit opinion that
      might be rendered on our financial statements, and neither a written report
      was
      provided to us nor oral advice was provided that Chisholm, Bierwolf &
Nilson, LLC concluded was an important factor considered by us in reaching
      a
      decision as to the accounting, auditing or financial reporting issue; or (ii)
      any matter that was either the subject of a disagreement or a reportable
      event.




We
      requested that Malone & Bailey review the disclosures contained in our
      Current Report filed with the Commission on May1, 2005 and have them furnish
      us
      with a letter addressed to the Commission stating whether or not Malone &
Bailey agreed with the statements made by us therein. We filed Malone &
Bailey's letter as an exhibit to our Current Report, filed with the Commission
      on May 1, 2005.






**ITEM
      8A. CONTROLS AND PROCEDURES**




Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed by us in the reports that
      we
      file or submit 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 by us in the reports that we file under the Exchange
      Act is accumulated and communicated to our management, including our principal
      executive and financial officers, as appropriate to allow timely decisions
      regarding required disclosure.






Evaluation
      of disclosure and controls and procedures. As of the end of the period covered
      by this Annual report, we conducted an evaluation, under the supervision and
      with the participation of our chief executive officer and chief financial
      officer, of our disclosure controls and procedures (as defined in Rules
      13a-15(e) of the Exchange Act). Based on this evaluation, our chief executive
      officer and chief financial officer concluded that our disclosure controls
      and
      procedures are effective to ensure that information required to be disclosed
      by
      us in reports that we file or submit under the Exchange Act is recorded,
      processed, summarized and reported within the time periods specified in
      Securities and Exchange Commission rules and forms.






Changes
      in internal controls over financial reporting. There was no change in our
      internal controls, which are included within disclosure controls and procedures,
      during our most recently completed fiscal quarter that has materially affected,
      or is reasonably likely to materially affect, our internal
      controls.






**ITEM
      8B. OTHER INFORMATION**






None









**ITEM
      9. DIRERCTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH SECTION 16 (A) OF THE EXCHANGE ACT**






Our
      directors and executive officers are:




NAME
                      POSITION
                      POSITION
                          HELD SINCETimothy
                          T. Page
                      Chairman,
                          CEO & President
                      2000Martin
                          Cantu
                      Director
                      2001




Timothy
      T
      Page has been self employed for the last 10 years. Since 1998 he has been
      employed as CEO and President of Lion Capital Holdings, Inc, previously known
      as
      Telecomm.com, Inc. While self employed, he formed several companies, one being
      Capital Cable & Wire, Inc, which was purchased by Telecomm.com, Inc in 1999.
      Prior to Capital Cable & Wire, Mr. Page formed Austin Cable & Wire, Inc
      in 1996 and the assets and liabilities were sold to Capital Cable in
      1998.






Martin
      T.
      Cantu is the President and CEO of Montiview Equity, Inc. Montivew is the owner
      of Trian, LLC, a national mortgage banker and lender. Mr. Cantu has been
      involved in the mortgage business since 1986. Mr. Cantu is also a Director
      of
      Lion Capital Holdings, Inc. since 2001.






SECTION
      16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE






Under
      Section 16(a) of the Exchange Act, our directors and certain of our officers,
      and persons holding more than 10 percent of our common stock are required to
      file forms reporting their beneficial ownership of our common stock and
      subsequent changes in that ownership with the Securities and Exchange
      Commission. Such persons are also required to furnish us with copies of all
      forms so filed.






Based
      solely upon a review of copies of such forms filed on Forms 3, 4, and 5, we
      are
      aware of two persons who during the year ended December 31, 2005, were
      directors, officers, or beneficial owners of more than ten percent of our common
      stock, and who failed to file, on a timely basis, reports required by Section
      16(a) of the Securities Exchange Act of 1934 during such fiscal year as
      follows:






Timothy
      T
      Page. Mr. Page was an officer and director during 2006. Mr. Page failed to
      timely file forms 3 and 5 for the year ended December 31, 2006.






Martin
      Cantu. Mr. Cantu was a director during 2006. Mr. Cantu failed to timely file
      forms 3 and 5 for the year ended December 31, 2006.






**ITEM
      10. EXECUTIVE COMPENSATION**






There
      were no salaries paid to any officers during 2006. Mr. Cantu, a director,
      received a total of 2,100,000 shares of restricted stock on August 18, 2004
      for
      various legal work he performed on behalf of the company.






In
      December 1999, Lion Capital entered into an employment agreement with the
      Chairman of the Board and Chief Executive Officer. The seven year agreement
      provided for an annual salary of $150,000, plus incentives and certain employee
      benefits, as defined by the agreement. The agreement also provided for a bonus
      based on gross sales increases. The agreement was cancelled during
      2004.









**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS**






**EQUITY
      COMPENSATION PLAN INFORMATION**






**SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS**






In
      December 1999, Lion Capital adopted its Stock Option Plan ("Plan") for its
      employees. Options issued will generally be granted at no less than 80% of
      the
      fair market value of the common stock at the date of grant. Lion Capital has
      reserved 10,000,000 shares of common stock under the plan. As of December 31,
      2006, all of the options have been canceled under the plan.






In
      December 1999, Lion Capital adopted the Directors' Stock Option Plan ("Directors
      Plan") for its non-employee directors. Options issued will generally be granted
      at no less than 80% of the fair market value of the common stock at the date
      of
      grant. Lion Capital has reserved 3,000,000 shares of common stock under the
      plan. As of December 31, 2006, all of the options have been canceled under
      the
      plan.




**SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**




The
      following table sets forth, as of December 31, 2006, information concerning
      ownership of our securities by:




-
      Each
      person who owns beneficially more than five percent of the outstanding shares
      of
      our common stock;


-
      there
      was no preferred stock outstanding;


-
      Each
      director;


-
      Each
      named executive officer; and


-
      All
      directors and officers as a group.




COMMON
                            STOCK BENEFICIALLY OWNED (2)NAME
                            AND ADDRESS OF BENEFICIAL OWNER
                        
                        NUMBER
                        
                        
                        PERCENTTimothy
                            T. Page (3)
                        
                        
                        11,126,375
                        
                        
                        
                        75.94
                        %Jesus
                            Aguirre
                        
                        
                        960,000
                        
                        
                        
                        6.55
                        %Martin
                            Cantu
                        
                        
                        210,000
                        
                        
                        
                        1.43
                        %All
                            directors and officers as a group (two persons)
                        
                        
                        11,363,375
                        
                        
                        
                        77.37
                        %







(1)
      Unless otherwise indicated, the
      address for each of these stockholders is c/o Lion Capital Holdings, Inc.,
      9211
      Waterford Centre Blvd, Ste 200, Austin, Texas 78758, Telephone # 512.615.2453.
      Also, unless otherwise indicated, each person named in the table above has
      the
      sole voting and investment power with respect to the shares of our common which
      he beneficially owns.






(2)
      Beneficial ownership is determined in accordance with the rules of the SEC.
      As
      of April 15, 2007, the total number of outstanding shares of the common stock
      is
      14,851,500.






(3)
      Included in the stock shown above for Mr. Page, there includes 428,302 shares
      owned by his wife. In addition, a total of 510,551 are owned by his wife's
      company.









There
      are
      no arrangements, known to us, including any pledge by any person of our
      securities, the operation of which may at a subsequent date result in a change
      in control of Lion Capital Holdings, Inc.





There
      are
      no arrangements or understandings among members of both the former and the
      new
      control groups and their associates with respect to election of directors or
      other matters.






**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**




At
      December 31, 2003, Lion Capital had received advances from various shareholders
      totaling $80,226.  The advances were payable upon demand and interest
      of 8% is being imputed.  During 2004, Lion Capital received additional
      advances of $221,500.  During 2004 and 2003, the Company recorded
      $14,081 and $11,935 in imputed interest on the advances.  The Company
      issued 56,545,264 common shares in payment of $282,726 with the remaining
      $19,000 advances and $15,741 in accrued interest forgiven and recorded as
      contributions to paid-in-capital.





In
      October 2005, Lion Capital issued 12,500,000 shares of common stock as repayment
      for $12,500 advanced by a shareholder.  At the date of the issuance,
      the value of the 12,500,000 shares was $0.0025 per share, thus the Company
      recorded an additional financing expense of $18,750 for the year ended December
      31, 2005.





At
      December 31, 2006, the Company’s President and his extended family members had
      advanced funds to the Company totaling $25,548. The amounts are non-interest
      bearing, due on demand, and unsecured.




**ITEM
      13. EXHIBITS**




Exhibit
                    No.
                Exhibit
                    Description31.1
                Certification
                    of Timothy T Page, Chief Executive Officer and Chairman of the
                    Board of
                    Directors of LION CAPITAL HOLDINGS, INC., pursuant to 18 U.S.C.
                    Sec.1350,
                    as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of
                    2002.31.2
                Certification
                    of Timothy T Page, Chief Executive Officer and Chairman of the
                    Board of
                    Directors of LION CAPITAL HOLDINGS, INC., as adopted pursuant
                    to Sec.906
                    of the Sarbanes-Oxley Act of
                    2002.










**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**






**AUDIT
      FEES**






The
      aggregate fees paid to Malone & Bailey, our previous auditors, for
      professional services rendered for the audit of our annual financial statements
      for fiscal year 2003 were $17,380.






The
      aggregate fees paid to Malone & Bailey for professional services rendered
      for the audit of our annual financial statements for fiscal year 2004 were
      $11,930.






The
      fees
      paid to Chisholm, Bierwolf & Nilson, LLC for fiscal year 2004 and 2005 were
      $4,651.25.






The
      fees
      paid to Chisholm, Bierwolf & Nilson, LLC for fiscal year 2006were
      $6,410.00.




**AUDIT-RELATED
      FEES**






The
      aggregate fees billed by Malone & Bailey for assurance and related services
      that are reasonably related to the performance of the audit or review of our
      financial statements for fiscal year 2003 were $0.






The
      aggregate fees billed by Chisholm, Bierwolf & Nilson, LLC for assurance and
      related services, that are reasonably related to the performance of the audit
      or
      review of our financial statements for fiscal year 2004 and 2005 were $2,600.
      No
      fees were paid for 2006.






**ALL
      OTHER FEES**






There
      were no other fees paid to Chisholm, Bierwolf & Nilson, LLC for professional
      services rendered, other than as stated under the captions Audit Fees,
      Audit-Related Fees, and Tax Fees.














**SIGNATURES**






In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      as
      amended, the Registrant has duly caused this Annual report to be signed on
      its
      behalf by the undersigned, thereunto duly authorized.




**Lion
                Capital Holdings, Inc.***Date:
                April 15, 2007*
            By
                /s/ Timothy T Page*Timothy
                T Page,*
              *Chief
                Executive Officer and*
              *Chairman
                of the Board of Directors*







Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, this
      Annual report has been signed by the following persons on behalf of the
      registrant and in the capacities and on the dates indicated.




*Signature*
            *Title*
            *Date**/s/
                Timothy T Page*
            *Chief
                Executive Officer and Chairman of the Board  of
                Directors*
            *April
                15, 2007**Timothy
                T Page*