SECURITIES EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-KSB




Annual
Report Pursuant to


the
Securities Exchange Act of 1934






For the fiscal year ended December 31,
2007






Commission file
number: 000-26235








LION CAPITAL HOLDINGS,
INC.


(Formally,
Telecomm.com,Inc)


(Exact
name of registrant as specified in its charter)








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










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








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




Securities registered pursuant to
Section 12(b) of the Act:Title of each class: Common Name of each
exchange on which registered: OTC BB




Securities registered pursuant to
Section 12(g) of the Act:Title of each class: Common Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to the filing requirements for at least
the past 90 days. Yes x No 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 $42,800




Aggregate
market value of the voting stock held by non-affiliates of the registrant as of
December 31st, 2007: $460,000 (approximately) Number of outstanding shares of
the registrant's no par value common stock, as of December 31, 2007: 14,851,500




Traditional
Small Business Disclosure Format: No












PART I ITEM 1. DESCRIPTION OF
BUSINESS




Lion
Capital Holdings, Inc. (the "Issuer" or "Company" or "LCHI") was organized under
the laws of the State of Delaware in 1999. LCHI has one subsidiary, Capital
Cable and Wire, Inc., dba Austin Cable and Wire, which was incorporated in 1997
as a Texas corporation. Austin Cable was acquired by LCHI in 1999 through the
sale of a controlling block of its stock, thus making Austin Cable a
wholly-owned subsidiary of LCHI. Austin Cable is in the business of assembling
copper and fiber optic specialty cables for distribution in the United States.
The Company produced specialty custom cable assemblies and harnesses for various
industries. A specialty custom cable or harness assembly is a copper or fiber
optic cable with connectors terminated at one or both ends. The specialty custom
cable assembly industry is one that services and supplies a variety of other
industries, which need wire harnesses and cable assemblies for their products.




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




A
subsequent meeting of the Board of Directors of LCHI was held on April 11, 2002
in which all Directors were present, including Mr. Aguirre. At this meeting Mr.
Aguirre requested that he be dismissed from LCHI's Board and agreed to return
13,600,000 (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 2005. 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 2007 and
2006, 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, 2007 totaling $299,288, compared to a profit of $33,237 for
the year ended December 31, 2006. LCHI had a capital deficit of $1,737,703 for
2007. Net Revenues in 2007 were $42,800 compared to $117,000 in 2006. LCHI will
require additional working capital if it is to remain in business.






The Company Business




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







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




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




Marketing and Advertising.




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




Name Change




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




Forward Split of Common StockThe Company, on August 11, 2003 declared a forward split of 2 shares for
every 1 share held to all its shareholders of record as of August 12, 2003.


This
increased the Company's issued and outstanding common stock to 60,578,984
(pre-split) as of that date. All share amounts have been adjusted to reflect the
share split.




Reverse Split of Common
Stock




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




Equity Transactions




In May,
2004, the Company issued 7,005,502 (pre-split) common shares in payment of
$35,028 of notes with related accrued interest of $7,024. In addition, during
2004, the Company issued 56,545,264 (pre-split) common shares in payment of
$286,726 in advances from affiliated shareholders. Advances of $19,000 and
$15,741 in accrued interest were forgiven. In 2004, Lion Capital issued
8,767,000 (pre-split) shares for consulting expenses of $114,510 In October of
2005, the Company issued 12,500,000 (pre-split) shares of common stock as
repayment for $12,500 advanced by a shareholder, and for services rendered
valued at $18,750.




Working Capital Needs




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







Sponsored Research and Development




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




Intellectual Property




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




Government Regulation Compliance with
Environmental Laws and Regulations




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




(a) State
and Local Regulation - None. The Company cannot determine to what extent future
operations and earnings of the Company may be affected by new legislation, new
regulations or changes in existing regulations at state or local level.




(b)
National Regulation - None. The Company cannot determine to what extent future
operations and earnings of the Company may be affected by new legislation, new
regulations or changes in existing regulations at a national (U.S.)
level.




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




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




Employees




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







Company History




Lion
Capital Holdings, Inc. (the "Issuer" or "Company" or "LCHI") was organized under
the laws of the State of Delaware in 1999. LCHI has one subsidiary, Capital
Cable and Wire, Inc., dba Austin Cable and Wire, which was incorporated in 1997
as a Texas corporation. Austin Cable was acquired by LCHI in 1999 through the
sale of a controlling block of its stock, thus making Austin Cable a
wholly-owned subsidiary of LCHI. Austin Cable is in the business of assembling
copper and fiber optic specialty cables for distribution in the United States.
The Company produced specialty custom cable assemblies and harnesses for various
industries. A specialty custom cable or harness assembly is a copper or fiber
optic cable with connectors terminated at one or both ends. The specialty custom
cable assembly industry is one that services and supplies a variety of other
industries, which need wire harnesses and cable assemblies for their products.




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




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




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




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




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




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




ITEM 2. DESCRIPTION OF PROPERTY




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











ITEM 3. LEGAL PROCEEDINGS




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




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




Not
Applicable.




PART II




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




Nasdaq
approved the Company for trading of Lion Capital Holdings common stock in April
2003 for the Over the Counter Bulletin Board (OTCBB). The following table sets
forth, for the periods indicated, the high and low sale prices per share for the
Common Stock as reported by the NASD's OTCBB:








Fiscal
      2006
            
            High
            
            
            LowFirst Quarter
      (January 1, 2007 through March 31, 2007)
            
            $
            0.15
            
            
            $
            0.04Second Quarter
      (April 1, 2007 through June 30, 2007)
            
            $
            0.60
            
            
            $
            0.05Third Quarter
      (July 1, 2007 through September 30,
      2007)
            
            $
            0.50
            
            
            $
            0.15Fourth Quarter
      (October 1, 2007 through December 31,
      2007)
            
            $
            0.27
            
            
            $
            0.12




As of
December 31, 2007, there were 14,851,500 Common shares outstanding and
150,000,000 authorized. As of December 31, 2007, 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, 2007 the Company had revenues for the year of $42,800. The Company
had a net loss of $299,288 for the year ended December 31, 2007, compared to a
net profit for the previous year of $33,237.




During
2007 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.




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,
but, at the time of this report, has been unsuccessful in finding a suitable
candidate.




Result of Operations




Revenues
for the year ended December 31, 2007 were $42,800, a decrease of approximately
36% over revenues of $117,000 for the year ended December 31, 2006. This
decrease is due to the Company earning smaller management fees for the year.
General and administrative costs were $365.520 for the year ended December 31,
2007 as compared to $77,197 for the same period in 2006. Net loss for the year
ended December 31, 2007 was $299,288, compared to a profit of $33,237 for the
same period in 2006.




Liquidity and Capital Resources




As of
December 31, 2007 we had cash and cash equivalents of $25,669 as compared to
$240,847 for 2006. 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 2008. 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, 2007, the Company owed no salaries to officers. All accrued
  salaries from previous years were forgiven and written off. In addition, the
  Company has received advances from various shareholders which have either been
  forgiven and written off or converted in common stock of the Company.






Evaluation of Internal and Disclosure
Controls




The
management of the company has evaluated the effectiveness of the issuer's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of the report (evaluation date) and have concluded that the
disclosure controls and procedures are adequate and effective based upon their
evaluation as of the evaluation date. There were no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of the most recent evaluation of such, including
any corrective actions with regard to significant deficiencies and material
weaknesses.




NEED FOR ADDITIONAL FINANCING




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




No
commitments to provide additional funds have been made by management or other
stockholders. Accordingly, there can be no assurance that any additional funds
will be available to the Company to allow it to cover its expenses as they may
be incurred. Irrespective of whether the Company's cash assets prove to be
inadequate to meet the Company's operational needs, the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.




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




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




GOING CONCERN




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







ITEM
7. FINANCIAL STATEMENTS




LION
      CAPITAL HOLDINGS, INC.
                
                Consolidated
      Financial Statements
                
                December
      31, 2007
 
 
 
 
 
   
  C
      O N T E N T SReport of
      Independent Registered Public Accounting Firm
              
              3Consolidated
      Balance Sheet
              
              4Consolidated
      Statements of Operations
              
              5Consolidated
      Statements of Stockholders’ Deficit
              
              6Consolidated
      Statements of Cash Flows
              
              7Notes to the
      Consolidated Financial Statements
              
              8
   
 
 
 
 
  
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 
 To the
Board of Directors and Management of
 Lion
Capital Holdings, Inc.
 Malibu,
California
 
 
 We have
audited the accompanying consolidated balance sheet of Lion Capital Holdings,
Inc. as of December 31, 2007 and the related consolidated statements of
operations, stockholders’ deficit, and cash flows for the years ended December
31, 2007 and 2006.  These consolidated financial statements are the
responsibility of the Company’s management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.
 
 We
conducted our audits in accordance with standards of the PCAOB (United
States).  Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Lion Capital Holdings, Inc.
as December 31, 2007 and the results of its operations and its cash flows for
the years ended December 31, 2007 and 2006, in conformity with accounting
principles generally accepted in the United States of America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
Lion Capital Holdings, Inc. will continue as a going concern.  As
discussed in Note 2 to the consolidated financial statements, Lion Capital
Holdings, Inc. has suffered recurring losses from operations and has a net
capital deficiency that raises substantial doubt about the company’s ability to
continue as a going concern.  Management’s plans in regard to these
matters are also described in Note 2.  The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 
 
 Chisholm,
Bierwolf & Nilson, LLC
 Bountiful,
Utah
 April 7,
2008
 
 3
   LION
      CAPITAL HOLDINGS, INC.Consolidated
      Balance SheetDecember
      31, 2007ASSETSCURRENT
      ASSETSCash
                
                $
                25,669Total
      Current Assets
                
                
                25,669TOTAL
      ASSETS
                
                $
                25,669LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIESAccounts
      payable
                
                $
                27,542Due
      to shareholders and related companies (Note 10)
                
                
                75,548Convertible
      note payable - related company (Note 11)
                
                
                30,000Net
      liabilities of discontinued operations (Note 6)
                
                
                1,690,282Total
      Current Liabilities
                
                
                1,823,372Total
      Liabilities
                
                
                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,
                
                
                14,851Additional
      paid-in capital
                
                
                2,925,266Accumulated
      deficit
                
                
                (4,677,820
                )Total
      Stockholders' Deficit
                
                
                (1,737,703
                )TOTAL
      LIABILITIES AND STOCKHOLDERS'DEFICIT
                
                $
                85,669
    The
accompanying notes are an integral part of these consoldiated financial
statements.
 4
  LION
      CAPITAL HOLDINGS, INC.Consolidated
      Statements of OperationsYears
      Ended December 31, 2007 and 20062007
                
                
                2006REVENUES
                
                $
                42,800
                
                
                $
                117,000OPERATING
      EXPENSESGeneral
      and administrative
                
                
                365,520
                
                
                
                77,197Total
      Operating Expenses
                
                
                365,520
                
                
                
                77,197INCOME
      (LOSS) FROM OPERATIONS
                
                
                (322,720
                )
                
                
                39,803OTHER
      EXPENSESInterest
      expense on beneficial conversion
                
                
                (30,000
                )
                
                
                -INCOME
      (LOSS) FROM CONTINUINGOPERATIONS
                
                
                (292,720
                )
                
                
                39,803INCOME
      TAX PROVISION
                
                
                -
                
                
                
                -NET
      INCOME (LOSS) BEFOREDISCONTINUED
      OPERATIONS
                
                
                (292,720
                )
                
                
                39,803LOSS
      FROM DISCONTINUEDOPERATIONS
                
                
                (6,568
                )
                
                
                (6,566
                )NET
      INCOME (LOSS)
                
                $
                (299,288
                )
                
                $
                33,237BASIC
      AND FULLY DILUTED INCOME(LOSS)
      PER SHAREContinuing
      operations
                
                $
                (0.02
                )
                
                $
                0.00Discontinued
      operations
                
                
                (0.00
                )
                
                
                (0.00
                )NET
      LOSS PER SHARE
                
                $
                (0.02
                )
                
                $
                0.00WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDING
                
                
                14,851,079
                
                
                
                14,851,079
   The
accompanying notes are an integral part of these consoldiated financial
statements.
 5
  LION
      CAPITAL HOLDINGS, INC.Consolidated
      Statements of Stockholders' DeficitFor
      the Period January 1, 2006 through December 31, 2007AdditionalCommon
      Stock
                
                
                Paid-in
                
                
                AccumulatedShares
                
                
                Amount
                
                
                Capital
                
                
                DeficitBalance,
      January 1, 2006
                
                
                14,851,079
                
                
                $
                14,851
                
                
                $
                2,895,266
                
                
                $
                (4,411,769
                )Net
      income for the year endedDecember
      31, 2006
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                33,237Balance,
      December 31, 2006
                
                
                14,851,079
                
                
                
                14,851
                
                
                
                2,895,266
                
                
                
                (4,378,532
                )Beneficial
      conversion featureon
      notes payable (Note 11)
                
                
                -
                
                
                
                -
                
                
                
                30,000
                
                
                
                -Net
      loss for the year endedDecember
      31, 2007
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (299,288
                )Balance,
      December 31, 2007
                
                
                14,851,079
                
                
                $
                14,851
                
                
                $
                2,925,266
                
                
                $
                (4,677,820
                )
    The
accompanying notes are an integral part of these consoldiated financial
statements.
 6
  LION
      CAPITAL HOLDINGS, INC.Consolidated
      Statements of Cash FlowsYears
      Ended December 31, 2007 and 20062007
                
                
                2006CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
                
                $
                (299,288
                )
                
                $
                33,237Adjustments
      to reconcile net income (loss) to net cashprovided
      (used) by operating activities:Interest
      expense accretion
                
                
                30,000
                
                
                
                -Changes
      in operating assets and liabilities:Accounts
      receivable
                
                
                -
                
                
                
                28,000Accounts
      payable
                
                
                27,542
                
                
                
                (1,280
                )Net
      Cash Provided (Used) by Operating Activities
                
                
                (241,747
                )
                
                
                59,957CASH
      FLOWS FROM INVESTING ACTIVITIES:
                
                
                -
                
                
                
                -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from shareholders and related companies
                
                
                50,000
                
                
                
                9,081Proceeds
      from convertible note
                
                
                30,000
                
                
                
                -Net
      Cash Provided by Financing Activities
                
                
                80,000
                
                
                
                9,081Net
      Cash Provided (Used) by Continuing Operations
                
                
                (161,747
                )
                
                
                69,038Net
      Cash Provided by Discontinuing Operations
                
                
                6,568
                
                
                
                6,566NET
      INCREASE (DECREASE) IN CASH
                
                
                (155,178
                )
                
                
                75,604CASH
      AT BEGINNING OF PERIOD
                
                
                240,847
                
                
                
                165,243CASH
      AT END OF PERIOD
                
                $
                85,669
                
                
                $
                240,847SUPPLEMENTAL
      DISCLOSURESInterest
      paid
                
                $
                -
                
                
                $
                -Taxes
      paid
                
                
                -
                
                
                
                -
  The
accompanying notes are an integral part of these consoldiated financial
statements.
 7
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2007 and 2006
   NOTE 1
-       ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
 
 Organization and Description
of Business
 
 Lion
Capital Holdings, Inc. (“Lion Capital”) was incorporated in Delaware in July
1999.  Prior to 2001, Lion Capital was engaged in the design and
integration of systems for data and Lion Capital in Mexico for customers
throughout the United States and Mexico.  Lion Capital was also
engaged in (a) the business of manufacturing copper and fiber optic specialty
custom cabling in Mexico for distribution in the United States and Mexico, and
(b) as a U.S. cable assembly house.  In September 2001, Lion Capital
abandoned its ownership of this Mexican subsidiary and in 2002 began winding
down its other operation as a cable assembly house.  In mid-2003, Lion
Capital changed its business focus from a cable assembly house to assisting
small private companies in becoming publicly held.  On October 31,
2004, the Company discontinued its operations in both cable manufacturing and
assisting small private companies in becoming publicly held.
 
 Significant Accounting
Policies
 
 A summary
of the significant accounting policies consistently applied in the preparation
of the accompanying consolidated financial statements are as
follows:
 
 a.
              Accounting
      Method
 
 The
Company’s consolidated financial statements are prepared using the accrual
method of accounting.  The Company has elected a December 31
year-end.
 
 b.
              Principles
      of Consolidation
 
 The
accompanying consolidated financial statements include the accounts of Lion
Capital Holdings, Inc. and its wholly-owned subsidiary, Cable Capital &
Wire, Inc. (d.b.a. Austin Cable & Wire), (“Austin Cable”), a Texas
Corporation.   All significant inter-company balances and
transactions have been eliminated in the consolidation.
 
 c.
              Use
      of Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
 
 d.
              Cash
      and Cash Equivalents
 
 The
Company considers all highly liquid investments with maturities of three months
or less to be cash equivalents.
 
 
 8
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2007 and 2006
 
 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.
 
 g.
              Newly
      Adopted Pronouncements
 
 In
September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 158, Employers’ Accounting
for Defined Benefit Pension and Other Postretirement Plans—an amendment
of FASB Statements No. 87, 88, 106, and 132(R) (“SFAS 158”), which improves
financial reporting by requiring an employer to recognize the over-funded or
under-funded status of a defined benefit postretirement plan as an asset or
liability in its statement of financial position and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income.  The Company does not expect the adoption of SFAS 158 to have a
material impact on its results of operations, financial position, or cash
flow.
 
 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 Company does not expect the adoption
of SFAS 159 to have a material impact on its results of operations, financial
position, or cash flow.
   9
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2007 and 2006
 
 NOTE 1
-       ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)
  
 g. Newly
Adopted Pronouncements (continued)
 
 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. The Company 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. The Company does not expect the
adoption of SFAS 160 to have a material impact on its results of operations,
financial position, or cash flow.
 
 h. Fair
Value of Financial Instruments
 
 The fair
value of the Company’s assets and liabilities approximate the carrying value
based on their effective interest rates compared to current market
prices.
 
 i.  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.
  10
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2007 and 2006
 
 NOTE 2
-         GOING
CONCERN
 
 As shown
in the accompanying consolidated financial statements, the Company’s current and
total liabilities exceeded its current and total assets by
$1,797,703.  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
2008 and 2009.  However management cannot make any assurances that
such financing will be secured.
 
 NOTE 3
-DEFERRED GAIN
 
 In
September 2001, Lion Capital effectively abandoned its ownership of TIC and
deferred a gain of $322,956.  When Lion Capital shares are received
for the TIC shares, the gain will be recognized.  TIC is engaged in
the design and integration of systems for data and Lion Capital communications
in Mexico for customers throughout the United States and Mexico.  Lion
Capital originally acquired TIC in November 1999 and issued 200,000 shares of
common stock for 99.99% of the stock of TIC plus a note receivable of
$70,500.  The note receivable was non-interest bearing and did not
specify a due date.  Lion Capital is in the process of canceling the
shares.  The note receivable was fully impaired in
2001.  The deferred gain has been included in the net current
liabilities from discontinued operations.  See Note 6.
 
 NOTE 4
-   NOTES PAYABLE
 
 At
December 31, 2003, the Company had notes payable totaling $109,437 due to
various third parties.  The notes payable bear interest at 6% and were
due on August 1, 2004.  These notes are unsecured and are included in
the net current liabilities from discontinued operations.  See Note
6.
 
 NOTE 5
-   NOTES PAYABLE – RELATED PARTIES
 
 At
December 31, 2003, Lion Capital had notes payable totaling $40,854 due to
various shareholders.  The notes bore interest at 8% to 14% and are
unsecured and were past due.  On May 5, 2004, the Company issued
7,005,502 common shares in payment of $35,028 of the notes with related accrued
interest of $7,024.  During 2004, $2,233 of cash was paid on the notes
payable.  The remaining balance of $3,594 was included in the net
current liabilities from discontinued operations.  See Note
6.
  11
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2007 and 2006
 NOTE 6
-   DISCONTINUED OPERATIONS
 
 On
October 31, 2004, the Company discontinued its operations in both the cable
assembly operations and assisting small private companies in becoming publicly
held.
 The
following includes the combined net current liabilities for the Company’s
discontinued operations as of December 31, 2007:
    Capital Cable Wire,
      Inc.
              
              
              Lion Capital
      Holdings, Inc.
              
              
              Discontinued
      OperationsTotal
    Assets
              
              $
              -
              
              
              $
              -
              
              
              $
              -Liabilities
              
              
              
              
              
              
              
              
              
              $
              -Accounts
      payable
              
              $
              1,196,257
              
              
              $
              -
              
              
              $
              1,196,257Accrued
      expenses
              
              
              58,039
              
              
              
              -
              
              
              
              58,039Notes payable
      - related party
              
              
              3,594
              
              
              
              -
              
              
              
              3,594Notes
      payable
              
              
              109,437
              
              
              
              -
              
              
              
              109,437Deferred
      gain
              
              
              -
              
              
              
              322,956
              
              
              
              322,956Total Current
      Liabilities
              
              $
              1,367,326
              
              
              $
              322,956
              
              
              $
              1,690,282
  
 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, 2007.
 
 NOTE 7
-   STOCKHOLDERS’ EQUITY
 
 Effective
December 15, 2006, the Company effected a reverse stock split at a ratio of 10
to 1.  All outstanding shares have been adjusted retroactively to
reflect this reverse stock split.
 
 NOTE 8
-   INCOME TAXES
 
 From
inception through December 31, 2007, 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 $3,147,000 at
December 31, 2007, and will expire in the years 2021 through 2027.
 
  12
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2007 and 2006
 
 NOTE 8
-   INCOME TAXES (continued)
 
 The
deferred tax asset and the valuation account are as follows at December 31, 2007
and 2006:
    December
      31,2007
              
              
              2006Deferred tax
      asset:NOL
      carryforward
              
              $
              1,069,000
              
              
              $
              947,000Valuation
      allowance
              
              
              (1,069,000
              )
              
              
              (947,000
              )Total
              
              $
              -
              
              
              $
              -
  The components of income tax expense
are as follows:
   2007
              
              
              2006Current income
      tax expense (benefit):Federal
              
              $
              -
              
              
              $
              -State
              
              
              -
              
              
              
              -Current tax
      expense
              
              $
              -
              
              
              $
              -Deferred tax
      expense (benefit) arising from:Valuation
      allowance
              
              $
              (102,000
              )
              
              $
              11,220Net operating
      loss carryforward
              
              
              102,000
              
              
              
              (11,220
              )Net 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 approximately $-0- and $805 for 2007 and
2006, respectively.
 
 NOTE 10 –
DUE TO SHAREHOLDERS AND RELATED COMPANIES
 
 At
December 31, 2007, the Company’s President, his companies, and his extended
family members had advanced funds to the Company totaling $75,548. The amounts
are non-interest bearing, due on demand, and unsecured.
 
 
 13
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2007 and 2006
 
 
 
 NOTE 10 –
DUE TO SHAREHOLDERS AND RELATED COMPANIES (continued)
    Balance, December
      31, 2005
              
              $
              16,467Advances
      received from shareholders and related companies
              
              
              9,084Payments made
      to shareholders and related companies
              
              
              -Balance,
      December 31, 2006
              
              
              25,548Advances
      received from shareholders and related companies
              
              
              50,000Payments made
      to shareholders and related companies
              
              
              -Balance,
      December 31, 2006
              
              $
              75,548
  
 NOTE 11 –
CONVERTIBLE NOTE PAYABLE – RELATED COMPANY
 
 During
the year ended December 31, 2007, the Company received $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.
 
 Pursuant
to this convertible note payable, the Company recorded a discount on the
convertible debt totaling $30,000 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. Since the note is considered due on
demand, beneficial conversion interest for the period ended December 31, 2007
totaled $30,000.
     Convertible
      notes payable
              
              $
              30,000Less-discount
              
              
              -Total
      Convertible notes payable
              
              $
              30,000
  
 NOTE 12 –
BASIC AND FULLY DILUTED INCOME (LOSS) PER SHARE
 
 In
accordance with Statement of Financial Accounting Standards (“SFAS”) No.
128,  Earnings Per
Share, the computations of basic income (loss) per share of common stock
are based on the weighted average number of common shares outstanding during the
period of the consolidated financial statements.
 
 
 14
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 December
31, 2007 and 2006
 
 
 NOTE 12 –
BASIC AND FULLY DILUTED INCOME (LOSS) PER SHARE (continued)
    December
    31,2007
              
              
              2006Numerator -
      income (loss)Continuing
      operations
              
              $
              (292,720
              )
              
              $
              39,803Discontinued
      operations
              
              
              (6,568
              )
              
              
              (6,566
              )Net income
      (loss)
              
              
              (299,288
              )
              
              
              33,237Denominator -
      weighted average number of shares outstanding
              
              
              14,851,079
              
              
              
              14,851,079Income (loss)
      per shareContinuing
      operations
              
              
              (0.02
              )
              
              
              0.00Discontinued
      operations
              
              
              (0.00
              )
              
              
              (0.00
              )Net income
      (loss) per share
              
              $
              (0.02
              )
              
              $
              0.00
  
  The
shares pursuant to the convertible note payable (Note 11) totaling 600,000
shares were considered for the year ended December 31, 2007, but have been
excluded from the fully dilutive loss per share calculation as they are
anti-dilutive. There were no common stock equivalents as of December 31,
2006.
 
 15




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




On August
7, 2004, our Board of Directors voted to change our auditors from Malone &
Bailey to Chisholm, Bierwolf & Nilson LLC (CBN). Malone & Bailey had
audited our financials statements for the two fiscal years ended December 31,
2003 and 2002 and its reports for each of the two fiscal years did not contain
an adverse opinion or disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope or accounting principles. There were no
disagreements between us and Malone & Bailey on any matter regarding
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure during the past two fiscal years or any subsequent interim
period preceding the date of the change in auditors to CBN. Our board of
directors has confirmed that we will continue our engagement with CBN and has
approved the change in auditors from Malone & Bailey. During the two most
recent fiscal years ended December 31, 2003 and2002, and through August 7, 2004,
we did not consult with Chisholm,Bierwolf & Nilson, LLC regarding either:
(i) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
our financial statements, and neither a written report was provided to us nor
oral advice was provided that Chisholm, Bierwolf & Nilson, LLC concluded was
an important factor considered by us in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was
either the subject of a disagreement or a reportable event. We requested that
Malone & Bailey review the disclosures contained in our Current Report filed
with the Commission on May1, 2005 and have them furnish us with a letter
addressed to the Commission stating whether or not Malone & Bailey agreed
with the statements made by us therein. We filed Malone & Bailey's letter as
an exhibit to our Current Report, filed with the Commission on May 1, 2005.




ITEM 8A. CONTROLS AND PROCEDURES




Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file under the Exchange
Act is accumulated and communicated to our management, including our principal
executive and financial officers, as appropriate to allow timely decisions
regarding required disclosure. Evaluation of disclosure and controls and
procedures. As of the end of the period covered by this Annual report, we
conducted an evaluation, under the supervision and with the participation of our
chief executive officer and chief financial officer, of our disclosure controls
and procedures (as defined in Rules 13a-15(e) of the Exchange Act). Based on
this evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. Changes in internal controls over financial reporting. There was no
change in our internal controls, which are included within disclosure controls
and procedures, during our most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
controls.




ITEM 8B. OTHER INFORMATION




None




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




Our
directors and executive officers are:


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






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




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




SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE




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




Based
solely upon a review of copies of such forms filed on Forms 3, 4, and 5, we are
aware of two persons who during the year ended December 31, 2007, 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 2007. Mr. Page failed to
timely file forms 3 and 5 for the year ended December 31, 2007.




Martin
Cantu. Mr. Cantu was a director during 2007. Mr. Cantu failed to timely file
forms 3 and 5 for the year ended December 31, 2007.




ITEM 10. EXECUTIVE COMPENSATION




There
were no salaries paid to any officers during 2007. 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.




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, 2007, 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, 2007, all of the options have been canceled
under the plan.




SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT




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




- Each
  person who owns beneficially more than five percent of the outstanding shares
  of our common stock;
- there
  was no preferred stock outstanding;
- Each
  director;
- Each
  named executive officer; and
- All
  directors and officers as a group.

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




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




(2)
Beneficial ownership is determined in accordance with the rules of the SEC. As
of March 15, 2008, the total number of outstanding shares of the common stock is
14,851,500.




(3)
Included in the stock shown above for Mr. Page, there includes 428,302 shares
owned by his wife. In addition, a total of 510,551 are owned by his wife's
company. There are no arrangements, known to us, including any pledge by any
person of our securities, the operation of which may at a subsequent date result
in a change in control of Lion Capital Holdings, Inc. There are no arrangements
or understandings among members of both the former and the new control groups
and their associates with respect to election of directors or other matters.




ITEM 12. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS




At
December 31, 2003, Lion Capital had received advances from various shareholders
totaling $80,226.  The advances were payable upon demand and interest
of 8% is being imputed.  During 2004, Lion Capital received additional
advances of $221,500.  During 2004 and 2003, the Company recorded
$14,081 and $11,935 in imputed interest on the advances.  The Company
issued 56,545,264 (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, 2006, the Company’s President and his extended family members had
advanced funds to the Company totaling $25,548. The amounts are non-interest
bearing, due on demand, and unsecured.




ITEM
13. EXHIBITS








Exhibit
      no
            
            Exhibit
      Description31.1
            
            Certification
      of Timothy T Page, Chief Executive Officer and Chairman of the Board
      of Directors of LION CAPITAL HOLDINGS, INC., pursuant to 18 U.S.C.
      Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of
      200232.1
            
            Certification
      of Timothy T Page, Chief Executive Officer and Chairman of the Board
      of Directors of LION CAPITAL HOLDINGS, INC., as adopted pursuant to
      Sec.906 of the Sarbanes-Oxley Act of 2002.




ITEM 14. PRINCIPAL ACCOUNTANT FEES
AND SERVICES AUDIT FEES




The
aggregate fees paid to Malone & Bailey, our previous auditors, for
professional services rendered for the audit of our annual financial statements
for fiscal year 2003 were $17,380. The aggregate fees paid to Malone &
Bailey for professional services rendered for the audit of our annual financial
statements for fiscal year 2004 were $11,930. The fees paid to Chisholm,
Bierwolf & Nilson, LLC for fiscal year 2004 and 2005 were $4,651.25.The fees
paid to Chisholm, Bierwolf & Nilson, LLC for fiscal year 2006 were
$6,410.00.The fees paid to Chisholm, Bierwolf & Nilson, LLC for fiscal year
2007 were $6,410.00.




AUDIT-RELATED FEES




The
aggregate fees billed by Malone & Bailey for assurance and related services
that are reasonably related to the performance of the audit or review of our
financial statements for fiscal year 2003 were $0. The aggregate fees billed by
Chisholm, Bierwolf & Nilson, LLC for assurance and related services, that
are reasonably related to the performance of the audit or review of our
financial statements for fiscal year 2004 and 2005 were $2,600. No fees were
paid for 2007 and 2006.




ALL OTHER FEES




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









SIGNATURES






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




Lion Capital Holdings,
      Inc.Date:
      April 15, 2008
              By:
              /s/ Timothy T
      PageTimothy T
PageChief Executive Officer
      and
                Chairman of the Board of
      Directors











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




Date:
      April 15, 2008
                By:
                /s/ Timothy T
      PageTimothy T
PageChief Executive Officer
      and
                  Chairman of the Board of
      Directors