UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB/A





x Annual Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act


of 1934
For the Fiscal Year Ended December 31, 2007











COMMISSION
FILE NUMBER:000-26235






LION
CAPITAL HOLDINGS, INC.


(Exact
name of small business issuer as specified in its charter)




Delaware
            
            52-2191043(State
      or other jurisdiction of incorporation or
            
            (IRS
      Employer Identification No.)organization)








8140 North Mopac, Bldg 1, Ste
      125 Austin, Texas, 78759(address
      of principal executive offices)(512)
      615-2453(Registrant's
      telephone number)N/A(Former
      name, former address and former fiscal year, if changed since last
      report)Securities
      registered pursuant to Section 12(g) of the Exchange
      Act:Common Stock, $0.001 par
      value(Title
      of Class)






Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.   Yes [X]     No [
 ]





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-X 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 [  ]





Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act). Yes [  ] No [X]





Issuer's
revenues for its most recent fiscal year: $42,800.







The
Registrant had 14,851,500shares of common stock,
$0.001 par value, outstanding as of December 31, 2007.













EXPLANATORY
NOTE




This
Amendment No.1 on Form 10-KSB/A to the Annual Report on Form 10-KSB for the year
ended December 31, 2007 of the Registrant which was filed with the Securities
Exchange Commission on April 15, 2008 (the “Original Filing”) is being
filed to amend or include certain disclosure contained in Item 8A. Controls and
Procedures and in the certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.




As a
result of this Amendment No.1, the certifications pursuant to Section 302 and
Section 906 of the Sarbanes-Oxley Act of 2002, as filed as exhibits to the
Original Filing have been re-executed and re-filed as of the date of this
Amendment No. 1 on Form 10-KSB/A.




Except
for the Amendment described above, this Form 10-KSB/A does not modify or update
other disclosures in, or exhibits to, the Original Filing which are incorporated
by reference herein.




Item 8A.  Disclosure
Controls and Procedures




Evaluation of Disclosure Controls and
Procedures. Based on an evaluation under the supervision and with the
participation of the our management, including our chief executive officer and
chief financial officer, as of the end of the period covered by this Annual
Report on Form 10-KSB, we have concluded our disclosure controls and procedures
(as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act
of 1934 are effective to ensure that information required to be disclosed in
reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms.






Changes in Internal Controls.
There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation. There were no significant deficiencies or material weaknesses and
therefore there were no corrective actions taken. However, the design of any
system of controls is based in part upon certain assumptions about the
likelihood of future events and there is no certainty that any design will
succeed in achieving its stated goal under all potential future considerations,
regardless of how remote.




Management’s Report on Internal Control over Financial
Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the Exchange
Act. Internal control over financial reporting refers to a process designed by,
or under the supervision of, our Chief Executive Officer and Chief Financial
Officer and effected by our Board, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in connection with
generally accepted accounting principles, including those policies and
procedures that:





-
            pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of our
      assets;-
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of our management and
      directors; and-
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on our consolidated financial
  statements.











Because
of its inherent limitations, internal control over financial reporting cannot
provide absolute assurance of the prevention or detection of misstatements. In
addition, projections of any evaluation of effectiveness to future periods are
subject to risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.





In
connection with the preparation of this Annual Report on Form 10-KSB for the
year ended December 31, 2007, management, with the participation of our Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of our internal controls over financial reporting, pursuant to Rule 13a-15 under
the Exchange Act. Our Chief Executive Officer and Chief Financial Officer have
concluded that the design and operation of our internal controls and procedures
are effective as of December 31, 2007. There were no significant changes in our
internal controls over financial reporting that occurred during the fourth
fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.




This
Annual Report on Form 10-KSB does not include an attestation report of the
Company’s independent registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to
attestation by our registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit us to provide only
management’s report in this Annual Report on Form 10-KSB.



















SIGNATURES




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






LION CAPITAL HOLDINGS,
      INC.Dated:
      August 29, 2008
              By:
              /s/ Timothy
      T. PageTimothy
      T. PageChief
      Executive Officer




In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.











SIGNATURE
            
            TITLE
            
            DATE/s/ Timothy T. PageTimothy
      T. Page
            
            Director,
      Chief Executive Officer and Chief Financial Officer
            
            August
      29, 2008