SECURITIES
EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-K






Annual
Report Pursuant to


the
Securities Exchange Act of 1934




For the
fiscal year ended December 31, 2008




Commission
file number: 000-26235




LION
      CAPITAL HOLDINGS, INC.
              (Formerly Telecomm.com,
      Inc.(Exact name of registrant as specified in
      its charter)Delaware
            
            52-2191403(State of
      incorporation)
            
            (I.R.S.
      Employer Identification No.)8140 North
      Mopac, Bldg 1, Ste 125
            
            78759(Address of
      principal executive offices)
            
            (Zip
      Code)(512)
      615-2453Registrant's
      telephone number






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 o




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 $30,000




Aggregate
market value of the voting stock held by non-affiliates of the registrant as of
December 31st, 2008: $20,000 (approximately)




Number of
outstanding shares of the registrant's no par value common stock, as of December
31, 2008: 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
TIC communications 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. However, counsel had
agreed to assist in efforts to contact Mr. Aguirre  in order to
resolve this issue by the end of 2008. Since these efforts were unsuccessful,
LCHI intends to instruct outside counsel to seek a court order canceling these
shares.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 2008 and 2007,
meaning substantial doubt has been raised in our auditors' eyes about LCHI's
ability to continue as a going concern. LCHI has make a loss for the year ended
December 31, 2008 totaling $211,415, compared to a loss of $359,288 for the year
ended December 31, 2007. LCHI had a capital deficit of $1,911,618 for 2008. Net
Revenues in 2008 were $30,000 compared to $42,800 in 2008. LCHI will require
additional working capital if it is to remain in
business.






2


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. On March 27, 2009, Lion
Capital entered into an irrevocable letter of intent to acquire 100% of DeFi
Mobile Ltd,,a privately held telecommunications company. The acquisition is
subject to the entry into a material definitive agreement regarding the
transaction, shareholder approvals, if applicable, and the satisfaction or
waiver of certain conditions customary to transactions of this
type.  The Company intends to complete the transaction on or before
May 30, 2009. The timing and completion of the acquisition is subject to
shareholder approval of DeFi Mobile Ltd., applicable securities laws and other
factors. There can be no assurance that this transaction will be completed in a
timely manner if at all.




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.




3


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.




4


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
TIC communications 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.




5


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. On March 27, 2009, Lion Capital Holdings, Inc.
entered into an irrevocable Letter of Intent for the acquisition DeFi Mobile
Ltd.,a privately held telecommunications company. The acquisition is subject to
the entry into a material definitive agreement regarding the transaction,
shareholder approvals, if applicable, and the satisfaction or waiver of certain
conditions customary to transactions of this type.  The Company
intends to complete the transaction on or before May 30, 2009. The timing and
completion of the acquisition is subject to shareholder approval of DeFi Mobile
Ltd., applicable securities laws and other factors. There can be no assurance
that this transaction will be completed in a timely manner if at all. 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 8140 north mopac, bldg 1, ste 125, Austin, Texas,
78759. 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
      2008
                        
                        High
                        
                        
                        LowFirst
      Quarter (January 1, 2008 through March 31, 2008)
                        
                        $
                        .015
                        
                        
                        $
                        0.08Second
      Quarter (April 1, 2008 through June 30, 2008)
                        
                        $
                        0.12
                        
                        
                        $
                        0.06Third
      Quarter (July 1, 2008 through September 30, 2008)
                        
                        $
                        .010
                        
                        
                        $
                        0.06Fourth
      Quarter (October 1, 2008 through December 31, 2008)
                        
                        $
                        0.06
                        
                        
                        $
                        0.005
   6


As of
December 31, 2008, there were 14,851,500 Common shares outstanding and
150,000,000 authorized.




As of
December 31, 2008, 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, 2008 the Company had revenues for the year of $30,000. The Company
had a net loss of $211,415 for the year ended December 31, 2008, compared to a
net loss for the previous year of $359,288.




During 2008
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


5. General
Stock Market weakness


6.
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.




7


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
(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 13,800,000 (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 9,800,000 (pre-split) shares and intends to retain legal counsel to
begin legal proceedings to recover the 9,800,000 (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. On March 27, 2009, Lion
Capital Holdings, Inc. entered into an irrevocable Letter of Intent for the
acquisition DeFi Mobile Ltd.,a privately held telecommunications company. The
acquisition is subject to the entry into a material definitive agreement
regarding the transaction, shareholder approvals, if applicable, and the
satisfaction or waiver of certain conditions customary to transactions of this
type.  The Company intends to complete the transaction on or before
May 30, 2009. The timing and completion of the acquisition is subject to
shareholder approval of DeFi Mobile Ltd., applicable securities laws and other
factors. There can be no assurance that this transaction will be completed in a
timely manner if at all.






8




Result
of Operations




Revenues for the year
ended December 31, 2008 were $30,000, a decrease of approximately 30% over
revenues of $42,800 for the year ended December 31, 2007. This decrease is due
to the Company earning smaller management fees for the year. General and
administrative costs were $132,125 for the year ended December 31, 2008 as
compared to $365,520 for the same period in 2007.  The decrease was as
a result of cost cutting due to the downturn in the
economy.




Net loss for the year
ended December 31, 2008 was $211,415, compared to a net loss of $359,288 for the
same period in 2007. The decrease in loss was as a result of the lower general
and administration expenses.




Liquidity
and Capital Resources




As of December 31,
2008 we had cash and cash equivalents of $3,215 as compared to $25,669 for 2007.
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 2009. However we cannot make any assurances that such matters will be
successfully consummated.




Management believes
that LCHL 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, 2008, 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.




9


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, excessive 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.




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




There are no
assurances that LCHL 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 LCHL's working capital requirements. To the extent that
funds generated from any private placements, public offerings and/or bank
financing are insufficient, LCHL 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 LCHL.




These conditions
raise substantial doubt about LCHL'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 LCHL be unable to
continue as a going concern.






10


ITEM
7. FINANCIAL STATEMENTS




LION
      CAPITAL HOLDINGS, INC.
                
                Consolidated
      Financial Statements
                
                December
      31, 2008 and 2007
 
 
 
 
 
 
 
 
 
 
 
 11
  
 
  C O N T E N T
      SReportof Independent Registered Public Accounting
      Firm
                
                3Consolidated Balance Sheets
                
                4Consolidated Statements of
      Operations
                
                5Consolidated Statements of Stockholders’
      Deficit
                
                6Consolidated Statements of Cash
      Flows
                
                7Notes to the Consolidated Financial
      Statements
                
                8
 
 12
 
   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
  To the
Board of Directors and Shareholders of
  Lion
Capital Holdings, Inc.
  We have
audited the accompanying balance sheets of Lion Capital Holdings, Inc. as of
December 31, 2008 and 2007 , and the related statements of operations,
stockholders’ equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
  We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
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 audits 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
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 financial statements referred to above present fairly, in all
material respects, the financial position of Lion Capital Holdings, Inc. at
December 31, 2008 and  2007, and the results of its operations and
cash flows for the years  then ended, in conformity with accounting
principles generally accepted in the United States of America.
  The
accompanying financial statements have been prepared assuming that Lion Capital
Holdings, Inc. will continue as a going concern. As discussed in Note 2 to the
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 financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
  
  
 /s/Chisholm, Bierwolf,
Nilson & Morrill
 Chisholm,
Bierwolf, Nilson & Morrill, LLC
 Bountiful,
UT
 April 7,
2009
  13
 LION
      CAPITAL HOLDINGS, INC.Consolidated Balance SheetsDecember
      31, 2008 and 2007ASSETSCURRENT
      ASSETS
                                                      
                                                      2008
                                                      
                                                      
                                                      2007Cash
                                                      
                                                      $
                                                      3,215
                                                      
                                                      
                                                      $
                                                      25,669Total
      Current Assets
                                                      
                                                      
                                                      3,215
                                                      
                                                      
                                                      
                                                      25,669PROPERTY
      AND EQUIPMENT, net (Notes 1 and 3)
                                                      
                                                      
                                                      4,324
                                                      
                                                      
                                                      
                                                      -TOTAL
      ASSETS
                                                      
                                                      $
                                                      7,539
                                                      
                                                      
                                                      $
                                                      25,669LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIESAccounts
      payable
                                                      
                                                      $
                                                      4,281
                                                      
                                                      
                                                      $
                                                      27,542Due
      to shareholders and related companies (Note 10)
                                                      
                                                      
                                                      85,548
                                                      
                                                      
                                                      
                                                      75,548Convertible
      notes payable - related companies, net (Note 11)
                                                      
                                                      
                                                      127,500
                                                      
                                                      
                                                      
                                                      30,000Accrued
      interest on convertible notes payable - related (Note 11)
                                                      
                                                      
                                                      4,978
                                                      
                                                      
                                                      
                                                      -Net
      liabilities of discontinued operations (Note 7)
                                                      
                                                      
                                                      1,696,850
                                                      
                                                      
                                                      
                                                      1,690,282Total
      Current Liabilities
                                                      
                                                      
                                                      1,919,157
                                                      
                                                      
                                                      
                                                      1,823,372COMMITMENTS
      AND CONTINGENCIES (Note 9)STOCKHOLDERS'
      DEFICITCommon
      stock, 150,000,000 shares authorized of $0.001par
      value, 14,851,079 shares issued and outstanding
                                                      
                                                      
                                                      14,851
                                                      
                                                      
                                                      
                                                      14,851Additional
      paid-in capital
                                                      
                                                      
                                                      3,022,766
                                                      
                                                      
                                                      
                                                      2,925,266Accumulated
      deficit
                                                      
                                                      
                                                      (4,949,235
                                                      )
                                                      
                                                      
                                                      (4,737,820
                                                      )Total
      Stockholders' Deficit
                                                      
                                                      
                                                      (1,911,618
                                                      )
                                                      
                                                      
                                                      (1,797,703
                                                      )TOTAL
      LIABILITIES AND STOCKHOLDERS'DEFICIT
                                                      
                                                      $
                                                      7,539
                                                      
                                                      
                                                      $
                                                      25,669
  The
accompanying notes are an integral part of these financial
statements.
 14
   LION
      CAPITAL HOLDINGS, INC.Consolidated Statements of OperationsYears
      Ended December 31, 2008 and 20072008
                                
                                
                                2007REVENUES
                                
                                $
                                30,000
                                
                                
                                $
                                42,800OPERATING
      EXPENSESGeneral
      and administrative
                                
                                
                                132,125
                                
                                
                                
                                365,520Depreciation
                                
                                
                                245
                                
                                
                                
                                -Total
      Operating Expenses
                                
                                
                                132,369
                                
                                
                                
                                365,520LOSS
      FROM OPERATIONS
                                
                                
                                (102,369
                                )
                                
                                
                                (322,720
                                )OTHER
      EXPENSESInterest
      expense, including interestexpense
      on beneficial conversion
                                
                                
                                (102,478
                                )
                                
                                
                                (30,000
                                )LOSS
      FROM CONTINUING OPERATIONS
                                
                                
                                (204,847
                                )
                                
                                
                                (352,720
                                )INCOME
      TAX PROVISION (Note 8)
                                
                                
                                -
                                
                                
                                
                                -NET
      LOSS BEFORE DISCONTINUEDOPERATIONS
                                
                                
                                (204,847
                                )
                                
                                
                                (352,720
                                )LOSS
      FROM DISCONTINUEDOPERATIONS
                                
                                
                                (6,568
                                )
                                
                                
                                (6,568
                                )NET
      LOSS
                                
                                $
                                (211,415
                                )
                                
                                $
                                (359,288
                                )BASIC
      AND FULLY DILUTED LOSSPER
      SHAREContinuing
      operations
                                
                                $
                                (0.01
                                )
                                
                                $
                                (0.02
                                )Discontinued
      operations
                                
                                
                                (0.00
                                )
                                
                                
                                (0.00
                                )NET
      LOSS PER SHARE
                                
                                $
                                (0.01
                                )
                                
                                $
                                (0.02
                                )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDING
                                
                                
                                14,851,079
                                
                                
                                
                                14,851,079
  The
accompanying notes are an integral part of these financial
statements.
 15
   LION
      CAPITAL HOLDINGS, INC.Consolidated Statements of Stockholders'
    DeficitFor
      the Period January 1, 2007 through December 31, 2008AdditionalCommon
      Stock
                                              
                                              
                                              Paid-in
                                              
                                              
                                              AccumulatedShares
                                              
                                              
                                              Amount
                                              
                                              
                                              Capital
                                              
                                              
                                              DeficitBalance,
      January 1, 2007
                                              
                                              
                                              14,851,079
                                              
                                              
                                              $
                                              14,851
                                              
                                              
                                              $
                                              2,895,266
                                              
                                              
                                              $
                                              (4,378,532
                                              )Beneficial
      conversion featureon
      notes payable (Note11)
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              30,000
                                              
                                              
                                              
                                              -Net
      loss for the year endedDecember
      31, 2007
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (359,288
                                              )Balance,
      December 31, 2007
                                              
                                              
                                              14,851,079
                                              
                                              
                                              
                                              14,851
                                              
                                              
                                              
                                              2,925,266
                                              
                                              
                                              
                                              (4,737,820
                                              )Beneficial
      conversion featureon
      notes payable (Note 11)
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              97,500
                                              
                                              
                                              
                                              -Net
      loss for the year endedDecember
      31, 2008
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (211,415
                                              )Balance,
      December 31, 2008
                                              
                                              
                                              14,851,079
                                              
                                              
                                              $
                                              14,851
                                              
                                              
                                              $
                                              3,022,766
                                              
                                              
                                              $
                                              (4,949,235
                                              )
  The
accompanying notes are an integral part of these financial
statements.
 16
  LION
      CAPITAL HOLDINGS, INC.Consolidated Statements of Cash FlowsYears
      Ended December 31, 2008 and 20072008
                      
                      
                      2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                      
                      $
                      (211,415
                      )
                      
                      $
                      (359,288
                      )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Interest
      expense accretion
                      
                      
                      97,500
                      
                      
                      
                      30,000Depreciation
                      
                      
                      245
                      
                      
                      
                      -Changes
      in operating assets and liabilities:Accounts
      payable and accrued interest
                      
                      
                      (18,283
                      )
                      
                      
                      27,542Net
      Cash Used in Operating Activities
                      
                      
                      (131,953
                      )
                      
                      
                      (301,747
                      )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of property and equipment
                      
                      
                      (4,569
                      )
                      
                      
                      -Net
      Cash Used in Investing Activities:
                      
                      
                      (4,569
                      )
                      
                      
                      -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from related party loans
                      
                      
                      10,000
                      
                      
                      
                      50,000Proceeds
      from convertible notes
                      
                      
                      97,500
                      
                      
                      
                      30,000Net
      Cash Provided by Financing Activities
                      
                      
                      107,500
                      
                      
                      
                      80,000Net
      Cash Used in Continuing Operations
                      
                      
                      (29,022
                      )
                      
                      
                      (221,747
                      )Net
      Cash Provided by Discontinued Operations
                      
                      
                      6,568
                      
                      
                      
                      6,568NET
      DECREASE IN CASH
                      
                      
                      (22,454
                      )
                      
                      
                      (215,178
                      )CASH
      AT BEGINNING OF PERIOD
                      
                      
                      25,669
                      
                      
                      
                      240,847CASH
      AT END OF PERIOD
                      
                      $
                      3,215
                      
                      
                      $
                      25,669SUPPLEMENTAL
      DISCLOSURESInterest
      paid
                      
                      $
                      -
                      
                      
                      $
                      -Taxes
      paid
                      
                      $
                      -
                      
                      
                      $
                      -
 
 The
accompanying notes are an integral part of these financial
statements.
 17
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2008 and 2007
 
  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.
 
 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.
 
 
 
 
 18
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2008 and 2007
 
 
 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. The Company’s
primary source of revenue is consulting fees. Revenue is recognized by the
Company when the consulting services have been performed.
 
 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.
 
 On
      January 1, 2007, Lion Capital adopted Financial Standards Board
      Interpretation No. 48, Accounting for Uncertainty in
      Income Taxes – An Interpretation of FASB Statement No. 109 (FIN
      48).  FIN 48 requires a company to determine whether it is more
      likely than not that a tax position will be sustained upon examination
      based upon the technical merits of the position.  If the
      more-likely-than-not threshold is met, a company must measure the tax
      position to determine the amount to recognize in the financial
      statements.  As a result of the implementation of FIN 48, Lion
      Capital performed a review of its material tax positions in accordance
      with and measurement standards established by FIN 48.  At the
      adoption date of January 1, 2007, Lion Capital had no unrecognized tax
      benefit which would affect the effective tax rate if recognized. There has
      been no significant change in the unrecognized tax benefit during the
      years ended December 31, 2007 or 2008.  Lion Capital also
      estimates that the unrecognized tax benefit will not change significantly
      within the next twelve months.  As Lion Capital has significant
      net operating loss carry forwards, even if certain of Lion Capital’s tax
      positions were disallowed, it is not foreseen that Lion Capital would have
      to pay any taxes in the near future.  Consequently, Lion Capital
      does not calculate the impact of interest or penalties on amounts that
      might be disallowed.
 
 Lion
      Capital files income tax returns in the U.S. federal and Texas
      jurisdictions.  With few exceptions, Lion Capital is no longer
      subject to U.S. federal, state and local tax authorities for years before
      2002.






19
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2008 and 2007


NOTE
      1 -
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (continued)
 
 g.
              Newly
      Adopted Pronouncements
 
 In
      February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
      Financial Assets and Financial Liabilities, including an amendment of FASB
      Statement No. 115 (“SFAS 159”), which allows an entity the
      irrevocable option to elect fair value for the initial and subsequent
      measurement for certain financial assets and liabilities under an
      instrument-by-instrument election. Subsequent measurements for the
      financial assets and liabilities an entity elects to fair value will be
      recognized in earnings. SFAS 159 also establishes additional disclosure
      requirements. SFAS 159 is effective for fiscal years beginning after
      November 15, 2007, with early adoption permitted provided that the
      entity also adopts SFAS 157. The adoption of SFAS 159 did not have a
      material impact on Lion Capital’s results of operations, financial
      position, or cash flow.
 
 In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS
141(R)”). SFAS 141(R) replaces SFAS No. 141, Business Combinations, but
retains the requirement that the purchase method of accounting for acquisitions
be used for all business combinations. SFAS 141(R) expands on the disclosures
previously required by SFAS 141, better defines the acquirer and the acquisition
date in a business combination, and establishes principles for recognizing and
measuring the assets acquired (including goodwill), the liabilities assumed and
any non-controlling interests in the acquired business. SFAS 141(R) also
requires an acquirer to record an adjustment to income tax expense for changes
in valuation allowances or uncertain tax positions related to acquired
businesses. SFAS 141(R) is effective for all business combinations with an
acquisition date in the first annual period following December 15, 2008; early
adoption is not permitted. Lion Capital does not expect the adoption of SFAS
141(R) to have a material impact on its results of operations, financial
position, or cash flow.
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 5” (SFAS 160).
SFAS 160 requires that non-controlling (or minority) interests in subsidiaries
be reported in the equity section of the company’s balance sheet, rather than in
a mezzanine section of the balance sheet between liabilities and equity. SFAS
160 also changes the manner in which the net income of the subsidiary is
reported and disclosed in the controlling company’s income statement. SFAS 160
also establishes guidelines for accounting for changes in ownership percentages
and for deconsolidation. SFAS 160 is effective for financial statements for
fiscal years beginning on or after December 1, 2008 and interim periods within
those years; early adoption is not permitted. Lion Capital does not expect the
adoption of SFAS 160 to have a material impact on its results of operations,
financial position, or cash flow.
 
 
 
 
 
 
 20
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2008 and 2007
 
 
 NOTE
      1 -
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (continued)
 
 g.
              Newly
      Adopted Pronouncements (Continued)
 
 In
March 2008, the Financial Accounting Standards Board (FASB) issued SFAS
No. 161, Disclosures
about Derivative Instruments and Hedging Activities-an amendment of FASB
Statement No. 133 ("SFAS No. 161"). SFAS No. 161 changes the
disclosure requirements for derivative instruments and hedging activities.
Entities are required to provide enhanced disclosures about how and why an
entity uses derivative instruments, how the instruments are accounted for under
SFAS No. 133 and its related interpretations, and how the instruments and
related hedged items affect an entity's financial position, financial
performance, and cash flows. The guidance in SFAS No. 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. Lion Capital does not expect the adoption of SFAS No.
161 to have a material impact on its results of operations, financial position,
or cash flow.
 
 In May of
2008, the
Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 163, Accounting for Financial Guarantee
Insurance – an interpretation of FASB Statement No. 60, Accounting and Reporting
by Insurance Enterprises.  This statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation.  This statement also clarifies how Statement
60 applies to financial guarantee insurance contracts.  This statement is
effective for fiscal years beginning after December 15, 2008.  This
statement has no effect on Lion Capital’s financial reporting at this
time.
 
 In May of
2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted
Accounting Principles.  This statement identifies literature
established by the FASB as the source for accounting principles to be applied by
entities which prepare financial statements presented in conformity with
generally accepted accounting principles (GAAP) in the United States.  This
statement is effective 60 days following approval by the SEC of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.  This
statement will require no changes in Lion Capital’s financial reporting
practices.
 
 
 h.
Beneficial Conversion Feature
 
 The
Company has adopted Emerging Issues Task Force (“EITF”) Issue No. 98-5, Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios,and EITF Issue No. 00-27, Application of EITF Issue No. 98-5
to Certain Convertible Instruments.  The Company incurred debt
whereby the convertible feature of the debt provides for a rate of conversion
that is below market value.  This feature is recorded by the Company
as a beneficial conversion feature pursuant to EITF Issue No. 98-5 and
00-27.
    21
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2008 and 2007
  NOTE
      1 -
              ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (continued)
 
 i. 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.
 
 j.
Property and Equipment
 
 Property
and equipment is recorded at cost.  Major additions and improvement
are capitalized.  The cost and related accumulated depreciation of
equipment retired or sold are removed from the accounts and any differences
between the undepreciated amount and the proceeds from the sale are recorded as
gain or loss on sale of equipment.  Depreciation is computed using the
straight-line method over a period of seven years.
 
 NOTE 2
-       GOING CONCERN
 
 As shown
in the accompanying consolidated financial statements, the Company’s current and
total liabilities exceeded its current assets by $1,915,942 and $1,797,703 as of
December 31, 2008 and 2007, respectively.  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 2009 and 2010.  However management cannot make any
assurances that such financing will be secured.
 
 NOTE 3
-       PROPERTY AND EQUIPMENT
 
 Property
and equipment consisted of the following at December 31, 2008 and
2007:
  December
      31,2008
                                    
                                    
                                    2007Furniture
      and fixtures
                                    
                                    $
                                    4,569
                                    
                                    
                                    $
                                    -Less:
      accumulated depreciation
                                    
                                    
                                    (245
                                    )
                                    
                                    
                                    -Property
      and equipment, net
                                    
                                    $
                                    4,324
                                    
                                    
                                    $
                                    -
  22
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2008 and 2007
 NOTE 3
-       PROPERTY AND EQUIPMENT
(Continued)
 
 Depreciation
expense on property and equipment was $245 and $0 for the years ended December
31, 2008 and 2007, respectively.
 
 NOTE 4
-       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 7.
 
 NOTE 5
-   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
7.
 
 NOTE 6
-   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
7.
 
 NOTE 7
-   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, 2008:
 
 
 
 
 
 
 
 
 23
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2008 and 2007
 
 
 
 NOTE 7
-   DISCONTINUED OPERATIONS (Continued)
  Capital
      Cable
                              
                              
                              Lion
      Capital
                              
                              
                              DiscontinuedWire,
      Inc.
                              
                              
                              Holdings,
      Inc.
                              
                              
                              OperationsTotal
      Assets
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -LiabilitiesAccounts
      payable
                              
                              $
                              1,202,825
                              
                              
                              $
                              -
                              
                              
                              $
                              1,202,825Accrued
      expenses
                              
                              
                              58,039
                              
                              
                              
                              -
                              
                              
                              
                              58,039Notes
      payable - related party
                              
                              
                              3,594
                              
                              
                              
                              -
                              
                              
                              
                              3,594Notes
      payable
                              
                              
                              109,437
                              
                              
                              
                              -
                              
                              
                              
                              109,437Deferred
      gain
                              
                              
                              -
                              
                              
                              
                              322,956
                              
                              
                              
                              322,956Total
      Current Liabilities
                              
                              $
                              1,373,894
                              
                              
                              $
                              322,956
                              
                              
                              $
                              1,696,850
 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 include the results of operations from January 1, 2005
through December 31, 2008.
 
 NOTE 8
-   INCOME TAXES
 
 From
inception through December 31, 2008, 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 $3,358,000 at
December 31, 2008, and will expire in the years 2021 through 2028.
 
 The
deferred tax asset and the valuation account are as follows at December 31, 2008
and 2007, respectively:
   December
      31,2008
                                    
                                    
                                    2007Deferred
      tax asset:NOL
      Carryforward
                                    
                                    $
                                    1,141,000
                                    
                                    
                                    $
                                    1,069,000Valuation
      allowance
                                    
                                    
                                    (1,141,000
                                    )
                                    
                                    
                                    (1,069,000
                                    )Total
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
  
  24
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2008 and 2007
 NOTE 8
-   INCOME TAXES (Continued)
 
 The
components of income tax expense are as follows:
 2008
                        
                        
                        2007Current
      income tax expense (benefit):Federal
                        
                        $
                        -
                        
                        
                        $
                        -State
                        
                        
                        -
                        
                        
                        
                        -Current
      tax expense
                        
                        $
                        -
                        
                        
                        $
                        -Deferred
      tax expense (benefit) arising from:Valuation
      allowance
                        
                        $
                        (72,000
                        )
                        
                        $
                        (122,000
                        )Net
      operating loss carryforward
                        
                        
                        72,000
                        
                        
                        
                        122,000Net
      deferred tax assets
                        
                        
                        -
                        
                        
                        
                        -Income
      tax provision
                        
                        $
                        -
                        
                        
                        $
                        -
  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 $-0-  for the years ended December
31, 2008 and 2007.
 
 NOTE 10 –
DUE TO SHAREHOLDERS AND RELATED COMPANIES
 
 At
December 31, 2008 and 2007, the Company’s President, his companies, and his
extended family members had advanced funds to the Company totaling $85,548 and
$75,548, respectively. The amounts are non-interest bearing, due on demand, and
unsecured.
 
 Amounts
      due to shareholders and related companies at December 31, 2008 and
      2007are
      detailed in the following schedule:Balance,
      December 31, 2006
                              
                              $
                              25,548Advances
      received from shareholders and related companies
                              
                              
                              50,000Payments
      made to shareholders and related companies
                              
                              
                              -Balance,
      December 31, 2007
                              
                              
                              75,548Advances
      received from shareholders and related companies
                              
                              
                              10,000Payments
      made to shareholders and related companies
                              
                              
                              -Balance,
      December 31, 2008
                              
                              $
                              85,548
  25
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2008 and 2007
  NOTE 11 –
CONVERTIBLE NOTES PAYABLE – RELATED COMPANIES
 
 During
the year ended December 31, 2007, the Company received a total of $30,000 from a related
company pursuant to a convertible note payable. The note bears interest at 9%
per annum, is due on demand, and is convertible into common stock at $0.05 per
share.
 
 During
the year ended December 31, 2008, the Company executed five separate “Promissory
Convertible Notes” (“Convertible Notes”), for a total of $97,500 with certain
related companies.  The notes bear interest at 9.0% per
annum.  Accrued interest on these notes payable at December 31, 2008
totaled $4,978.
 
 The note
holders on the additional notes during 2008 have the right to convert the
balance owed on these convertible notes, including interest, into shares of
common stock of the Company at $0.01 per share.  All of the
convertible notes have been accounted for pursuant to EITF Issue No. 98-5, Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios, and EITF Issue No. 00-27, Application of EITF Issue No. 98-5
to Certain Convertible Instruments.  Accordingly, a beneficial
conversion feature (recorded as interest expense) of $97,500 and $30,000 was
recorded for the year ended December 31, 2008 and 2007, respectively.
  Convertible
      notes payable at December 31, 2008 and 2007 are detailedin
      the following schedule:December
      31,2008
                                      
                                      
                                      2007Convertible
      notes payable
                                      
                                      $
                                      127,500
                                      
                                      
                                      $
                                      30,000Less:
      discount
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Total
      Convertible notes payable
                                      
                                      $
                                      127,500
                                      
                                      
                                      $
                                      30,000
 NOTE 12 –
BASIC AND FULLY DILUTED LOSS PER SHARE
 
 In
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128,
Earnings Per Share, the
computations of basic 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.
 
 
 26
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2008 and 2007
 
 NOTE 12 –
BASIC AND FULLY DILUTED LOSS PER SHARE (Continued)
 
 
 The
shares pursuant to the convertible notes payable (Note 11) totaling 2,550,000
and 600,000 were considered for the years ended December 31, 2008 and 2007,
respectively, but have been excluded from the fully diluted loss per share
calculations as they are anti-dilutive.
  December
      31,2008
                              
                              
                              2007Numerator
      - lossContinuing
      operations
                              
                              $
                              (204,847
                              )
                              
                              $
                              (352,720
                              )Discontinued
      operations
                              
                              
                              (6,568
                              )
                              
                              
                              (6,568
                              )Net
      loss
                              
                              $
                              (211,415
                              )
                              
                              $
                              (359,288
                              )Denominator
      - weighted average number ofshares
      outstanding
                              
                              
                              14,851,079
                              
                              
                              
                              14,851,079Loss
      per shareContinuing
      operations
                              
                              $
                              (0.01
                              )
                              
                              $
                              (0.02
                              )Discontinued
      operations
                              
                              
                              (0.00
                              )
                              
                              
                              (0.00
                              )Net
      loss per share
                              
                              $
                              (0.01
                              )
                              
                              $
                              (0.02
                              )
 
 NOTE 13 –
SUBSEQUENT EVENT
 
 Subsequent
to December 31, 2008, the Company entered into a “Letter of Intent” (“LOI”) with
DeFi Mobile, Ltd. (“DeFi”), whereby the Company has the irrevocable right to
acquire DeFi on or before June 30, 2009, on the following terms and
conditions:
 
 1.
              The
      Company will acquire all assets, liabilities and issued and outstanding
      shares of DeFi as follows: one share of the Company’s common stock for
      each DeFi share of common and Series A preferred
  shares.
 2.
              The
      Company will also issue to the DeFi preferred shareholders 25% warrant
      coverage at $0.25 per share for a two-year term, and 25% warrant coverage
      at $0.50 per share for a two-year
term.
 3.
              Upon
      finalization of the agreement, the Company will change its name to DeFi
      Mobile, Ltd.
 4.
              Certain
      holders of the convertible notes payable will convert these notes into
      shares of the Company’s common stock at $0.10 per share, the day that the
      purchase agreement is signed.
 
 
 27


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 & Morrill, LLC.




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 & Morrill, 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
& Morrill, 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.




28


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.   Martin Cantu has submitted
his resignation effective March 30, 2009.




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, 2008, 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 2008. Mr. Page failed to
  timely file forms 3 and 5 for the year ended December 31,
  2008.
- Martin
  Cantu. Mr. Cantu was a director during 2008. Mr. Cantu failed to timely file
  forms 3 and 5 for the year ended December 31, 2008.

ITEM
10. EXECUTIVE COMPENSATION




There were no
salaries paid to any officers during 2008. Mr. Cantu, a director, received a
total of 2,100,000 (pre-split) 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.




29


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 (pre-split) shares of common stock under the plan. As of December 31,
2008, 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 (pre-split) shares of common stock under the
plan. As of December 31, 2008, 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, 2008, 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
                                        
                                        
                                        210,0000
                                        
                                        
                                        
                                        1.43
                                        %All
      directors and officers as a group
                                        
                                        
                                        11,336,375
                                        
                                        
                                        
                                        77.37
                                        %


(1) Unless otherwise
indicated, the address for each of these stockholders is c/o Lion Capital
Holdings, Inc., 8140 North Mopac, Bldg 1, Ste 125, Austin, Texas 78759,


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 1, 2009, 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.




30


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 (pre-split) 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 (pre-split) 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 (pre-split) 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, 2008
and 2007, the Company’s President and his extended family members had advanced
funds to the Company totaling $85,548 and $75,548 respectively.. The amounts are
non-interest bearing, due on demand, and unsecured.




ITEM
13. CONVERTIBLE NOTES PAYABLE – RELATED COMPANIES




During the
year ended December 31, 2007, the Company received a total of $30,000 from a
related company pursuant to a convertible note payable. The note bears interest
at 9% per annum, is due on demand, and is convertible into common stock at $0.05
per share.




During the
year ended December 31, 2008, the Company executed five separate “Promissory
Convertible Notes” (“Convertible Notes”), for a total of $97,500 with certain
related companies.  The notes bear interest at 9.0% per
annum.  Accrued interest on these notes payable at December 31, 2008
totaled $4,978.




The note
holders on the additional notes during 2008 have the right to convert the
balance owed on these convertible notes, including interest, into shares of
common stock of the Company at $0.01 per share.  All of the
convertible notes have been accounted for pursuant to EITF Issue No. 98-5, Accounting
for Convertible Securities with Beneficial Conversion Features or Contingently
Adjustable Conversion Ratios, and EITF Issue No. 00-27, Application
of EITF Issue No. 98-5 to Certain Convertible
Instruments.  Accordingly, a beneficial conversion feature
(recorded as interest expense) of $97,500 and $30,000 was recorded for the year
ended December 31, 2008 and 2007, respectively.




31


ITEM
14. SUBSEQUENT EVENT




Subsequent to
December 31, 2008, the Company entered into a “Letter of Intent” (“LOI”) with
DeFi Mobile, Ltd. (“DeFi”), whereby the Company has the irrevocable right to
acquire DeFi on or before June 30, 2009, on the following terms and
conditions:




1.
            The
      Company will acquire all assets, liabilities and issued and outstanding
      shares of DeFi as follows: one share of the Company’s common stock for
      each DeFi share of common and Series A preferred
  shares.


2.
            The
      Company will also issue to the DeFi preferred shareholders 25% warrant
      coverage at $0.25 per share for a two-year term, and 25% warrant coverage
      at $0.50 per share for a two-year
term.


3.
            Upon
      finalization of the agreement, the Company will change its name to DeFi
      Mobile, Ltd.


4.
            Certain
      holders of the convertible notes payable will convert these notes into
      shares of the Company’s common stock at $0.10 per share, the day that the
      purchase agreement is signed.






ITEM
14. 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 adlopted pursuant to Sec. 302 of the Sarbanes-Oxley Act of
    200231.2
            
            Certification
      of Timothy T. Page, Chief Executive Officer and Chairman of the Board of
      Directors of LION CAPITAL HOLDINGS, INC. as adopted to Sec. 906 of the
      Sarbanes-0xley 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 & Morrill, LLC for fiscal year 2004 and
2005 were $4,651.25.




The fees paid to
Chisholm, Bierwolf, Nilson & Morill, LLC for fiscal year 2006 were
$6,410.00.The fees paid to Chisholm, Bierwolf, Nilson & Morill, LLC for
fiscal year 2007 were $7,900.00. The fees paid to Chisholm,
Bierwolf, Nilson & Morill, LLC for fiscal year 2008 were
$11,180.00.




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 & Morill, 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 2008, 2007 and 2006.




ALL
OTHER FEES




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




32




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 1, 2009
              By:
              /s/ Timothy
      T. PageTimothy
      T. PageChief
      Excutive 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
      1, 2009Timothy
      T. Page
       33