UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB/A


Amendment
No. 2





[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 125Austin,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.







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EXPLANATORY
NOTE




This
Amendment No. 2 on Form 10-KSB/A (this “Amendment”) amends Lion
Capital Holdings Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2007 (the “Original Filing”) originally filed on April 15,
2008 with the Securities and Exchange Commission (the “Commission”) and amended
by Amendment No. 1 on Form 10-KSB/A filed with the Commission on
September 3, 2008 (“Amendment No. 1”).  We are filing this Amendment
for the purpose of revising Item 8(a)(T), Management’s Report on Internal
Control over Financial Reporting, to include information required under
Item 307 of Regulation S-K contained in Amendment No. 1 and Amendment No.
2.  We also clarify in this Amendment that management timely provided its
annual report on the Company’s internal control over financial reporting in
accordance with Item 308T of Regulation S-K.




In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as
amended, the Company has also filed with this Amendment updated officer and
director signatures.  Accordingly, this Amendment should be read in
conjunction with the Company’s filings made with the Commission subsequent to
the date of the Original Filing.




Except
for the changes effected by this Amendment No. 2 on Form 10-KSB/A, no
modification or update is otherwise made to any other disclosures or exhibits to
the Original Filing, as amended by the Prior Amendments.




PLEASE
NOTE THAT THE INFORMATION CONTAINED IN THIS FORM 10-KSB/A DOES NOT REFLECT
EVENTS OCCURRING AFTER THE DATE OF THE 2007 ANNUAL REPORT AND WE HAVE NOT
UPDATED OR AMENDED ANY OTHER DISCLOSURE TO REFLECT SUBSEQUENT EVENTS SINCE THE
ORIGINAL FILING DATE.




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Item
8A(T) CONTROLS AND PROCEDURES is hereby amended and restated in its
entirety as follows:




Item
8A(T).  CONTROLS AND PROCEDURES




Effectiveness of Disclosure Controls
and Procedures.  Timothy Page, Lion Capital Holding’s Chief
Executive Officer, is responsible for establishing and maintaining adequate
disclosure controls and procedures.  In establishing such controls and
procedures, he considered, among other factors, a cost-benefit analysis of
implementing certain controls and recognized that no matter how well designed
and operated, the existence of controls and procedures provide only reasonable
assurance of achieving their objectives.





Mr. Page
evaluated the effectiveness of the Company’s disclosure controls and procedures
as of December 31, 2007 based on (1)  whether there was a design
to ensure that material information relating to the Company was made known to
our Chief Executive Officer by others, particularly during the period in which
this report was being prepared and (2) effective, in that they provided
reasonable assurance that information required to be disclosed by the Company in
reports filed under the Exchange Act was recorded and communicated to our
management and then processed, summarized and reported within the time periods
specified in the Commission’s rules and forms.





Based
upon its evaluation, our management has concluded that, as of
December  31, 2007, our disclosure controls and procedures were not
effective in ensuring that the information required to be disclosed by us in the
reports that we file and furnish under the Exchange Act was recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules,
regulations and related forms, and that such information was accumulated and
communicated to our management, including our chief executive officer and chief
financial officer, as appropriate, to allow timely decisions regarding required
disclosure and because they failed to make us aware of the requirement to
include management's report on internal control over financial reporting in our
Annual Report on Form 10-KSB.




Management’s Report on Internal
Control Over Financial Reporting.  Under the supervision and with
the participation of Timothy T. Page, our Chief Executive Officer, our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act
Rules 13a-15(f) and 15d-15(f).




Our
management conducted its annual evaluation of the effectiveness of our internal
controls over financial reporting based on the Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.  Management reviewed its policies and procedures designed to
(1) maintain records in reasonable detail so that transactions concerning
the Company’s assets are accurately and fairly reflected; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the Company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
Company’s assets that could have a material effect on the Company’s financial
statements.




Based on
this evaluation, management has concluded that our internal control over
financial reporting was effective as of December 31, 2007.




This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
company’s 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.




Limitations on Controls. 
Our management, including our Chief Executive Officer, does not expect that our
disclosure controls or our internal control over financial reporting will
prevent or detect all errors and all fraud.  A control system, no matter
how well designed and operated, can provide only reasonable, not absolute,
assurance that the control system’s objectives will be met.  Internal
control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures.  In addition, the design of any system of controls is based
in part on certain assumptions about the likelihood of future events, and
controls may become inadequate if conditions change.  There can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions.




Page
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Changes in Company’s Internal
Controls over Financial Reporting.In management’s opinion, there were no
changes in the Company’s internal controls over financial reporting during the
fourth fiscal quarter for the year ending December 31, 2007, covered by
this report, that have materially affected, or are reasonably likely to
materially affect, its internal control over financial reporting.









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.(Registrant)Dated: September 17,
      2008
            /s/
      Timothy T. PageTimothy
      T. Page, Chief Executive Officer






Pursuant
to the requirements of the Securities Exchange Act of 1934, this
Form 10-KSB/A has been signed by the following persons in the capacities
and as of the dates indicated:




Lion
      Capital Holdings, Inc.(Registrant)






Dated:
      September 17, 2008
            /s/
      Timothy T. PageTimothy
      T. Page, Chief Executive Officer, Chairman of the Board of Directors
      (Principle ExecutiveOfficer)Dated:
      September 17, 2008
            /s/
      Timothy T. PageTimothy
      T. Page, Chief Financial Officer (Principal Financial
    Officer)Dated:
      September 17, 2008
            /s/
      Timothy T. PageTimothy
      T. Page, Director






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