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, 2004

                     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.)

     6836 Bee Caves Road, #242 Austin, TX                          78746
(Address of principal executive offices)                         (Zip Code)

              Registrant's telephone number: (512) 617 - 6351

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

                        Title of each class: Common

             Name of each exchange on which registered: OTC BB

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

                        Title of each class: Common

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

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. X

State issuer's revenues for its most recent fiscal year was $94,000

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of December 31st, 2004: $372,470(approximately)

Number of outstanding shares of the registrant's no par value common stock,
as of December 31, 2004: 136,010,794

Traditional Small Business Disclosure Format: No


PART I

 ITEM 1. DESCRIPTION OF BUSINESS

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

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

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

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

A subsequent meeting of the Board of Directors of LCHI was held on April
11, 2002 in which all Directors were present, including Mr. Aguirre. At
this meeting Mr. Aguirre requested that he be dismissed from LCHI's Board
and agreed to return 13,600,000 shares of LCHI common stock issued to him
in the TIC acquisition. Mr. Aguirre has returned 4,000,000 of the
13,600,000 shares to date, leaving a balance due of 9,800,000 shares. Since
that time, all attempted communications with Mr. Aguirre have been
unsuccessful. As such, LCHI has placed a stop transfer order with its
transfer agent on the remaining 9,6 00,000 shares and has retained legal
counsel to begin legal proceedings to recover the 9,600,000 shares still
retained by Mr. Aguirre. The status of these proceedings is still formative
as we are not able to bear the expense of such proceedings at this time.
However, counsel has agreed to assist in efforts to contact Mr. Aguirre !
in order to resolve this issue by the end of 2004. If these efforts are
unsuccessful, LCHI will instruct counsel to seek a court order canceling
these shares during the 2005 fiscal year.

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

LCHI has received a going concern opinion from its auditors for the years
ended 2004 and 2003, meaning substantial doubt has been raised in our
auditors' eyes about LCHI's ability to continue as a going concern. LCHI
has incurred losses for the years ended December 31, 2004 and 2003 totaling
$356,196 and $616,160 respectively, and at December 31, 2004 had a capital
deficit of $1,670,001. Net Revenues in 2004 were $94,000 compared to
$175,615 in 2003. LCHI will require additional working capital if it is to
remain in business. At the present time, LCHI has no business and nor does
it generate any income.

                                     2

The Company Business

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

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

On December 13, 2004 date, Lion Capital Holdings, Inc., a Delaware
corporation ("Lion Capital"), and Ever Top Financial Corporation and SAOF
No. 3 Limited, the owners of 100% of the issued and outstanding ordinary
shares of the capital stock of Bestip Development International Ltd.
("Bestip"), a privately held British Virgin Islands company, entered into
the Agreement and Plan of Reorganization / or the Share Exchange Agreement
(the "Agreement").

Prior to the acquisition, Lion Capital was required to spin off its assets
and liabilities which is to be accomplished by means of a pro rata share
dividend of the investment Lions Capital held in  Cable Capital & Wire, Inc
to shareholders of record on December 10, 2004.   As of the audit report
date, the spin off has not occurred.

In addition Lion Capital Holdings, Inc. plans to effect a 28.3356 to 1
reverse split of our common stock, of which we currently have 136,010,794
shares issued and outstanding, resulting in 4,800,000 shares issued and
outstanding.

Pursuant to the Agreement, 100% of the 70,400,000 ordinary shares issued
and outstanding of the Bestip will be exchanged with Lion Capital for post
split shares of the common stock of Lion Capital.

After the acquisition is concluded, Lion Capital will change its corporate
name to "Sun Motor International, Inc."

Marketing and Advertising.

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


Name Change

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

Forward Split of Common Stock

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


                                     3

Equity Transactions

In February 2003, Lion Capital issued 35,962,984 shares of common stock to
settle certain debts at $.01 per share.  3,400,000 shares were issued to
settle a note payable to a related party in the amount of $34,000.
9,528,000 shares were issued to pay accrued salary of $86,450 and accrued
interest of $8,830 totaling $95,280.  23,034,984 shares were issued to
repay advances from the majority shareholder totaling $230,349.

In 2003, Lion Capital issued 3,914,044 shares for consulting expense of
$223,052.

In September 2003, the president exercised 10,000,000 options for $.01 per
share.  In lieu of cash, Lion Capital accepted a subscription receivable
for $100,000.  In March 2004, the shares were canceled for non-payment.
The shares have been treated as canceled in 2003.

In May, 2004, the Company issued 7,005,502 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 common shares in payment of
$286,726 in advances from affiliated shareholders. Advances of $19,000 and
$15,741 in accrued interest was forgiven.

In 2004, Lion Capital issued 8,767,000 shares for consulting expenses of
$114,510

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.

                                     4

(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 2004, 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 shares of LCHI common stock issued to him
in the TIC acquisition. Mr. Aguirre has returned 4,000,000 of the
13,600,000 shares to date, leaving a balance due of 9,800,000 shares. Since
that time, all attempted communications with Mr. Aguirre have been
unsuccessful. As such, LCHI has placed a stop transfer order with its
transfer agent on the remaining 9,600,000 shares and has retained legal
counsel to begin legal proceedings to recover the 9,600,000 shares still
retained by Mr. Aguirre. The status of these proceedings is still formative
as we are not able to bear the expense of such proceedings at this time. We
have not legally transferred our ownership interest in TIC to Mr. Aguirre,
and based on consultation with legal counsel, LCHI does not have any
continuing or contingent liabilities related to TIC.
From its inception through mid 2003, the Company was engaged in the
business of manufacturing both copper and fiber optic specialty custom
cabling for the data and telecommunications industries.  In addition to its
one subsidiary, Capital Cable & Wire, Inc., the company had aggressively
sought acquisitions to further increase its sales in this industry.  The
Company had not, however, been successful in closing any acquisitions.  As
such, management, together with the company's board of directors, decided
to forgo all such acquisition activities and has corporately decided to
shift its core business focus.  The Company will no longer be principally
engaged in the business of manufacturing copper and fiber optic cables.
Capital Cable, dba Austin Wire & Cable, will continue to operate as a
subsidiary of Lion Capital Holdings, Inc., and will heretofore account for
100% of the Company's interests in the custom cable industry.

                                     5

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

On December 13, 2004 date, Lion Capital Holdings, Inc., a Delaware
corporation ("Lion Capital"), and Ever Top Financial Corporation and SAOF
No. 3 Limited, the owners of 100% of the issued and outstanding ordinary
shares of the capital stock of Bestip Development International Ltd.
("Bestip"), a privately held British Virgin Islands company, entered into
the Agreement and Plan of Reorganization / or the Share Exchange Agreement
(the "Agreement").

Prior to the acquisition, Lion Capital was required to spin off its assets
and liabilities which is to be accomplished by means of a pro rata share
dividend of the investment Lions Capital held in  Cable Capital & Wire, Inc
to shareholders of record on December 10, 2004.   As of the audit report
date, the spin off has not occurred.

In addition Lion Capital Holdings, Inc. plans to effect a 28.3356 to 1
reverse split of our common stock, of which we currently have 136,010,794
shares issued and outstanding, resulting in 4,800,000 shares issued and
outstanding.

Pursuant to the Agreement, 100% of the 70,400,000 ordinary shares issued
and outstanding of the Bestip will be exchanged with Lion Capital for post
split shares of the common stock of Lion Capital.

After the acquisition is concluded, Lion Capital will change its corporate
name to "Sun Motor International, Inc."

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 6836 Bee Cave Road, Suite 242,
Austin, Texas, 78746. The Company leases the office space on a month-to-
month basis with a rent of approximately $170 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.


                                     6

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:

<Table>
<Caption>
Fiscal 2004                                                    High          Low
<S>                                                          <C>          <C>
First Quarter (January 1, 2004 through March 31, 2004)       $0.130       $0.020

Second Quarter (April 1, 2004 through June 30, 2004)         $0.090       $0.010

Third Quarter (July 1, 2004 through September 30, 2004)      $0.030       $0.010

Fourth Quarter (October 1, 2004 through December 31, 2004)   $0.040       $0.010

</Table>

As of December 31, 2004, there were 136,010,794 Common shares outstanding
and 150,000,000 authorized.

As of December 31, 2004, 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

LCHI's current business is discontinued. As of December 31, 2004 the
Company had revenues for the year of $94,000. The Company had a net loss of
($356,196) for the year ended December 31, 2004, compared to a net loss for
the previous year of ($616,160).

During 2004 LCHI has had to overcome numerous issues including:

1. Insufficient working capital and financial backing

2. Lack of volume and low stock price

3. Lack of Clients

4. Lack of marketing support

6. General Stock Market weakness

7. General Economy weakness

                                     7

The Company Business

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

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

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

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

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


                                     8

On December 13, 2004 date, Lion Capital Holdings, Inc., a Delaware
corporation ("Lion Capital"), and Ever Top Financial Corporation and SAOF
No. 3 Limited, the owners of 100% of the issued and outstanding ordinary
shares of the capital stock of Bestip Development International Ltd.
("Bestip"), a privately held British Virgin Islands company, entered into
the Agreement and Plan of Reorganization / or the Share Exchange Agreement
(the "Agreement").

Prior to the acquisition, Lion Capital was required to spin off its assets
and liabilities which is to be accomplished by means of a pro rata share
dividend of the investment Lions Capital held in  Cable Capital & Wire, Inc
to shareholders of record on December 10, 2004.   As of the audit report
date, the spin off has not occurred.

In addition Lion Capital Holdings, Inc. plans to effect a 28.3356 to 1
reverse split of our common stock, of which we currently have 136,010,794
shares issued and outstanding, resulting in 4,800,000 shares issued and
outstanding.

Pursuant to the Agreement, 100% of the 70,400,000 ordinary shares issued
and outstanding of the Bestip will be exchanged with Lion Capital for post
split shares of the common stock of Lion Capital.

After the acquisition is concluded, Lion Capital will change its corporate
name to "Sun Motor International, Inc."

Result of Operations

Revenues for the year ended December 31, 2004 were $94,000, a decrease of
approximately 53% over revenues of $175,615 for the year ended December 31,
2003. This decrease is due primarily to the change and discontinuance of
business during 2004.

Gross Profit for the year ended December 31, 2004 was $94,000. For the
corresponding period in 2003, LCHI earned a gross profit of $147,434. The
decrease in gross profit is due primarily to the drop in gross revenues
during the year.

General and administrative costs were $429,215 for the year ended December
31, 2004 as compared to $754,212 for the same period in 2003. The company
experienced a decrease due to a reduction of overhead and the
discontinuance of business.

Interest expense for the year ended December 31, 2004 was $20,981 up from
$4,665 in the same period of 2003. This increase was due to increased loans
to shareholders. All imputed and accrued interest was written off at the
end of 2004. At the end of 2004, we had no bank borrowings with any
financial institutions.

Net loss for the year ended December 31, 2004 was $356,196, compared to a
loss of $616,160 for the same period in 2003. This decreased loss is
primarily attributable to the company's continuing efforts to reduce
overhead.

Liquidity and Capital Resources

As of December 31, 2004 we had cash and cash equivalents of $247 as
compared to $2,472 for 2003. 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 2005. However
we cannot make any assurances that such matters will be successfully
consummated.

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

                                     9

We are currently generating no sources of income and all our operations are
discontinued.

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

There are no significant elements of income or loss that arose from LCHI's
discontinued operations.

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

As of December 31, 2004, 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.


                                     10

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.

During 2004 and 2003, LCHI incurred losses totaling $356,196 and $616,160,
respectively, and at December 31, 2004 had a working capital deficit of
$1,670,001. Because of these recurring losses, LCHI will require additional
working capital to develop and/or renew its business operations.

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

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

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

ITEM 7. FINANCIAL STATEMENTS








                        LION CAPITAL HOLDINGS, INC.

                     CONSOLIDATED FINANCIAL STATEMENTS

                             DECEMBER 31, 2004






















                                     11



                        LION CAPITAL HOLDINGS, INC.

                                  CONTENTS

                                                                       PAGE

     Report of Independent Registered Public Accounting Firm            1

     Consolidated Balance Sheet, December 31, 2004                      3

     Consolidated Statements of Operations, for the years
     ended December 31, 2004 and 2003                                   4

     Consolidated Statement of Stockholders' Equity, for the years
     ended December 31, 2004 and 2003                                   5

     Consolidated Statements of Cash Flows, for the years
     ended December 31, 2004 and 2003                                   6

     Notes to Consolidated Financial Statements                    7 - 13









/Letterhead/




             REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM


To the Stockholders and Directors of
Lion Capital Holdings, Inc.

We have audited the accompanying consolidated balance sheet of Lion Capital
Holdings, Inc. (a Delaware Corporation) as of December 31, 2004, and the
related consolidated statements of operations, stockholders' equity and
comprehensive income, and cash flows for the year then ended.  These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement.
The Company has determined that it is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Lion
Capital Holdings, Inc. at December 31, 2004, and the results of its
operations and cash flows for the years then ended in conformity with U.S.
generally accepted accounting principles.

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


/S/ Chisholm, Bierwolf & Nilson, LLC


Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
March 23, 2005


                                    F-1


/Letterhead/

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and Directors of
  Lion Capital Holdings, Inc.
  Austin, Texas

We have audited the accompanying statements of operations, stockholders'
equity and cash flows for the year ended December 31, 2003 for Lion Capital
Holdings, Inc.  These financial statements are the responsibility of Lion
Capital's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and
cash flows of Lion Capital Holdings, Inc. for the year ended December 31,
2003 in conformity with U.S. generally accepted accounting principles.

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


Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas


March 31, 2004

                                    F-2

                        LION CAPITAL HOLDINGS, INC.
                         CONSOLIDATED BALANCE SHEET
                             December 31, 2004
<Table>
<Caption>
<S>                                                          <C>
                                   ASSETS


CURRENT ASSETS:

     Cash                                                    $        247
                                                             ------------
     Total Assets                                            $        247
                                                             ============

CURRENT LIABILITIES:

     Accounts Payable                                        $          -
     Net Liabilities of Discontinued Operations                 1,670,248
                                                             ------------

     Total Current Liabilities                                  1,670,248
                                                             ------------

STOCKHOLDERS' EQUITY:

     Common Stock, $.001 Par Value, 150,000,000 Shares
     Authorized, 136,010,794 Shares Issued and Outstanding        136,011
     Additional Paid-In-Capital                                 2,742,856
     Accumulated Deficit                                      (4,548,868)
                                                             ------------
     Total Stockholders' Equity                               (1,670,001)
                                                             ------------
     Total Liabilities & Stockholders' Equity                $        247
                                                             ============




</Table>



 The accompanying notes are an integral part of these financial statements.
                                    F-3




                        LION CAPITAL HOLDINGS, INC.
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                   Years Ended December 31, 2004 and 2003
<Table>
<Caption>
                                                    2004          2003
                                                ------------  ------------
<S>                                             <C>           <C>
Net Revenues                                    $          -  $          -

Cost of goods sold                                         -             -
                                                ------------  ------------
Gross profit                                               -             -

Operating Expenses:

  General and administrative                               -             -
                                                ------------  ------------

    Total operating expense                                -             -
                                                ------------  ------------

Loss from Operations before Income Taxes
  and Discontinued Operations                              -             -

  Current Tax Expense                                      -             -
  Deferred Tax Expense                                     -             -
                                                ------------  ------------
Gain (Loss) from Operations before
Discontinued Operations                                    -             -
                                                ------------  ------------

Discontinued Operations:

  Gain (Loss) from Discontinued Operations
   Net of $0 in Income Taxes                       (356,196)     (616,160)

  Gain (Loss) on Disposal of Discontinued
   Operations Net of $0 in Income Taxes                    -             -
                                                ------------  ------------
  Gain (Loss) from Discontinued Operations         (356,196)     (616,160)
                                                ------------  ------------

    Net Loss                                    $  (356,196)  $  (616,160)
                                                ============  ============

Basic and Diluted Loss Per Common Share         $      (.00)  $      (.01)
                                                ============  ============

Weighted average common shares outstanding        93,518,273    57,760,945
                                                ============  ============

</Table>

 The accompanying notes are an integral part of these financial statements.
                                    F-4

                        LION CAPITAL HOLDINGS, INC.
         CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIT
                   Years Ended December 31, 2004 and 2003
<Table>
<Caption>
                                   Common Stock
                             -----------------------    Paid In    Accumulated
                               Shares       Amount      Capital       Deficit
                             -----------  ----------- -----------  ------------
<S>                          <C>          <C>         <C>          <C>
Balance, December 31, 2002    23,816,000   $   23,816  $1,130,526  $(3,576,512)

Shares Issued for Debt        35,962,984       35,963     323,667             -

Shares Issued for Services     3,914,044        3,914     219,139             -

Shares Issued for
Subscription Receivable       10,000,000       10,000      90,000             -

Shares Cancelled            (10,000,000)     (10,000)    (90,000)             -

Imputed Interest                       -            -      11,935             -

Option Expense                         -            -     149,996             -

Net Loss                               -            -           -     (616,160)
                             -----------  ----------- -----------  ------------
Balance, December 31, 2003    63,693,028       63,693   1,835,263    (4,192,672)

Shares Issued in Payment of
$35,028 in Notes Payable and
Related Accrued Interest of
$7,024 at $0.005 Per Share     7,005,502        7,006      35,046             -

Shares Issued for Services at
$0.005 to $0.07 Per Share      8,767,000        8,767     105,743             -

Shares Issued in Payment of
$282,726 Payable to
Shareholder, at $0.005 Per
Share                         56,545,264       56,545     226,181             -

Forgiveness of Amounts
Payables to a Shareholder              -            -     526,542             -

Interest Imputed on
Shareholder Payable                    -            -      14,081             -

Net Loss                               -            -           -     (356,196)
                             -----------  ----------- -----------  ------------
Balance, December 31, 2004   136,010,794  $   136,011 $ 2,742,856  $(4,548,868)
                             ===========  =========== ===========  ============



</Table>




 The accompanying notes are an integral part of these financial statements.
                                    F-5


                        LION CAPITAL HOLDINGS, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Years Ended December 31, 2004 and 2003
<Table>
<Caption>
                                                            2004          2003
                                                        ------------  ------------
<S>                                                     <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                              $  (356,196)  $  (616,160)
  Adjustments to Reconcile Net Loss to Net
   Cash Used in Operating Activities:
    Earnings (Loss) from Continuing Operations                     -             -
    Less: Loss (Gain) from Discontinued Operations           356,196       616,160
                                                        ------------  ------------
NET CASH USED IN OPERATING ACTIVITIES                              -      (68,172)
                                                        ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES
  From discontinued operations                                     -       (5,000)
                                                        ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net Cash Provided by Continuing Operations                       -             -
  Net Cash Provided by (Used) in Discontinued
   Operations                                                (2,225)        75,624
                                                        ------------  ------------
CASH PROVIDED BY FINANCING ACTIVITIES                        (2,225)        75,624
                                                        ------------  ------------
NET CHANGE IN CASH                                           (2,225)         2,452

CASH AT THE BEGINNING OF THE PERIOD                            2,472            20
                                                        ------------  ------------
CASH AT THE END OF THE PERIOD                           $        247  $      2,472
                                                        ============  ============

SUPPLEMENTAL DISCLOSURES:
  Interest paid                                         $         89  $          -
  Income taxes paid                                                -             -

NON-CASH DISCLOSURES:
  Stock issued to reduce advances from shareholders     $    282,726  $    230,350
  Stock issued for accrued expenses                          507,542        95,280
  Stock issued to reduce notes payable to related
   parties                                                    42,052        34,000
  Stock issued for services                                  114,510             -
  Shareholder contribution note payable                       19,000             -
  Imputed interest on shareholder advances                    14,081             -


</Table>


 The accompanying notes are an integral part of these financial statements.
                                    F-6


                        LION CAPITAL HOLDINGS, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

PRINCIPLES OF CONSOLIDATION.  The accompanying financial statements include
the accounts of Lion Capital  as of December 31, 2004 and the operations of
Lion Capital  for the year ended December 31, 2004 and its wholly-owned
subsidiary Cable Capital & Wire, Inc. (d.b.a Austin Cable & Wire), ("Austin
Cable") a Texas Corporation for the period beginning January 1, 2004
through December 10, 2004, and the operations of Lion Capital and Austin
Cable for the year ended December 31, 2003.  All significant intercompany
balances and transactions have been eliminated in consolidation.

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

CASH AND CASH EQUIVALENTS.  For purposes of the statements of cash flows,
cash equivalents include all highly liquid investments with original
maturities of three months or less.

REVENUE RECOGNITION.  Lion Capital recognized revenue when persuasive
evidence of an arrangement exists, delivery has occurred, the sales price
is fixed or determinable and collectibility is probable.  Generally, these
criteria are met at the time product is shipped.  Lion Capital provided for
the estimated cost of product warranties upon shipment.  Shipping and
handling costs were included in cost of goods sold.

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.


                                    F-7

                        LION CAPITAL HOLDINGS, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

STOCK-BASED COMPENSATION.  Lion Capital has two stock-based compensation
plans, which are described more fully in Note 10.  Lion Capital accounts
for stock-based compensation under the intrinsic value method.  Under this
method, Lion Capital recognizes no compensation expense for stock options
granted when the number of underlying shares is known and exercise price of
the option is greater than or equal to the fair market value of the stock
on the date of grant.  The following table illustrates the effect on net
loss and net loss per share if Lion Capital had applied the fair value
provisions of FASB Statement No. 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION, to stock-based employee compensation.

In March 2003, the board of directors approved the issuance of 10,000,000
ten year options to purchase Lion Capital common stock for $.01 per share
to a consultant and 4,500,000 ten year options to purchase Lion Capital
common stock for $.01 per share to three directors.  Option expense of
$149,996 was recorded for the fair value of the options issued to the
consultant using the Black-Scholes option pricing model and the intrinsic
value of the options issued to the directors.  The options issued to the
directors were accounted for under the intrinsic value method, therefore
there was no compensation expense recorded for the fair value of those
options.

<Table>
<Caption>
                                                          2004          2003
                                                      ------------  ------------
  <S>                                                 <C>           <C>
  Net Income (Loss)                  As reported      $  (356,196)  $  (616,160)
  Add: Stock-based employee compensation
   expense included in reported net income                       -             -
  Deduct: Total stock-based employee
   compensation expense determined under
   fair value based method                                       -      (56,249)
                                                      ------------  ------------
     Net Income (Loss)               Proforma         $  (356,196)  $  (672,409)
                                                      ============  ============
  Basic earnings (loss) per share    As reported      $        .00  $      (.01)
                                     Proforma         $        .00  $      (.01)
  Diluted earnings (loss) per share  As reported      $        .00  $      (.01)
                                     Proforma         $        .00  $      (.01)

</Table>

The weighted average fair value of the stock options granted during 2004
and 2003 was $.00 and $.02, respectively. Variables used in the Black-
Scholes option-pricing model include (1) 1.5% risk-free interest rate, (2)
expected option life is the actual remaining life of the options as of each
year end, (3) expected volatility is zero, and (4) zero expected dividends.

Basic and diluted net loss per share calculations are presented in
accordance with Financial Accounting Standards Statement 128, and are
calculated on the basis of the weighted average number of common shares
outstanding during the year.  They include the dilutive effect of common
stock equivalents in years with net income.  Basic and diluted loss per
share is the same due to the absence of common stock equivalents.


                                    F-8


                        LION CAPITAL HOLDINGS, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

NOTE 2   GOING CONCERN

During 2004 and 2003, Lion Capital incurred losses totaling $356,196 and
$616,160, respectively, and at December 31, 2004 had a working capital
deficit of $1,670,248.  Because of these recurring losses, Lion Capital
will require additional working capital to develop and/or renew its
business operations.  These conditions raise substantial doubt about Lion
Capital'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 Lion
Capital be unable to continue as a going concern.

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 7.

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 were included in the
net current liabilities from discontinued operations. See note 7.

NOTE 5   NOTES PAYABLE   RELATED PARTIES

At December 31, 2003, Lion Capital has 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 $3,593 was included in the net current
liabilities from discontinued operations.  See note 7.



                                    F-9

                        LION CAPITAL HOLDINGS, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6   DUE TO SHAREHOLDERS

At December 31, 2003, Lion Capital had received advances from various
shareholders totaling $80,226. The advances were payable upon demand and
interest of 8% is being imputed.  During 2004, Lion Capital received
additional advances of $221,500.  During 2004 and 2003, the Company
recorded $14,081 and $11,935 in imputed interest on the advances. The
Company issued 56,545,264 common shares in payment of $286,726 with the
remaining $19,000 advances and $15,741 in accrued interest forgiven and
recorded as contributions to paid-in-capital.

NOTE 7   DISCONTINUED OPERATIONS

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

The following includes the combined net current liabilities for the
Company's discontinued operations as of December 31, 2004:

<Table>
<Caption>
                                     Capital Cable     Lion Capital   Discontinued
                                        Wire, Inc.   Holdings, Inc.     Operations
                                      ------------     ------------   ------------
    <S>                               <C>              <C>            <C>
    Total Assets                      $          -     $          -   $          -
                                      ============     ============   ============
    Liabilities:
     Accounts Payable                 $  1,184,764     $          -   $  1,184,764
     Accrued Expenses                       49,497                -         49,497
     Notes Payable   Related Party           3,594                -          3,594
     Notes Payable                         109,437                -        109,437
     Deferred Gain                               -          322,956        322,956
                                      ------------     ------------   ------------
     Total Current Liabilities        $  1,347,292     $    322,956   $  1,670,248
                                      ============     ============   ============
</Table>

The losses from discontinued operations include the results of operations
from January 1, 2003 through December 31, 2003 and January 1, 2004 through
the measurement date of October 31, 2004.  The gain (losses) from disposal
includes the results of operations from November 1, 2004 through December
31, 2004.

NOTE 8 - STOCKHOLDERS' EQUITY

In February 2003, Lion Capital issued 35,962,984 shares of common stock to
settle certain debts at $.01 per share.  3,400,000 shares were issued to
settle a note payable to a related party in the amount of $34,000.
9,528,000 shares were issued to pay accrued salary of $86,450 and accrued
interest of $8,830 totaling $95,280.  23,034,984 shares were issued to
repay advances from the majority shareholder totaling $230,349.



                                    F-10

                        LION CAPITAL HOLDINGS, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - STOCKHOLDERS' EQUITY (continued)

In 2003, Lion Capital issued 3,914,044 shares for consulting expense of
$223,052.

On August 11, 2003, Lion Capital declared a 2 for 1 forward stock split for
all shareholders of record as of August 12, 2003.  All amounts have been
adjusted for the split.

In September 2003, the president exercised 10,000,000 options for $.01 per
share.  In lieu of cash, Lion Capital accepted a subscription receivable
for $100,000.  In March 2004, the shares were canceled for non-payment.
The shares have been treated as canceled in 2003.

NOTE 9   INCOME TAXES

Since inception, Lion Capital has incurred net losses and, therefore, has
no tax liability.  The net deferred tax asset generated by the loss carry-
forward has been fully reserved.  The cumulative net operating loss carry-
forward is approximately $(2,960,000) at December 31, 2003, and will expire
in the years 2020 through 2024.

Deferred income taxes consist of the following at December 31, 2004:

<Table>
<Caption>
                                                         2004          2003
                                                     ------------  ------------
    <S>                                              <C>           <C>
     Current income tax expense (benefit):
       Federal                                       $          -  $          -
       State                                                    -             -
                                                     ------------  ------------
     Current tax expense                                        -             -
                                                     ------------  ------------
     Deferred tax expense (benefit) arising from:
       Valuation Allowance                           $  1,006,000  $    900,000
     Net operating loss carryforward                  (1,006,000)     (900,000)
                                                     ------------  ------------
     Net deferred tax assets                         $          -  $          -
                                                     ------------  ------------

</Table>

NOTE 10 - EMPLOYEE STOCK PLANS

In December 1999, Lion Capital adopted its Stock Option Plan ("Plan") for
its employees.  Options issued will generally be granted at no less than
80% of the fair market value of the common stock at the date of grant.
Lion Capital has reserved 10,000,000 shares of common stock under the plan.
As of December 31, 2004, all of the options have been canceled under the
plan.

In December 1999, Lion Capital adopted the Directors' Stock Option Plan
("Directors Plan") for its non-employee directors.  Options issued will
generally be granted at no less than 80% of the fair market value of the
common stock at the date of grant.  Lion Capital has reserved 3,000,000
shares of common stock under the plan.  As of December 31, 2004, all of the
options have been canceled under the plan.


                                    F-11

                        LION CAPITAL HOLDINGS, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - EMPLOYEE STOCK PLANS (continued)

A summary of Lion Capital's stock option plans for 2004 and 2003 is as
follows:

<Table>
<Caption>
                                       December 31, 2004       December 31, 2003
                                    ----------------------- -----------------------
                                                  Weighted                 Weighted
                                                   Average                  Average
                                                  Exercise                 Exercise
                                        Shares      Price        Shares      Price
                                    ------------ ----------  ------------ ----------
<S>                                 <C>          <C>         <C>          <C>
Outstanding at beginning of period:   18,700,000 $     0.05     4,200,000 $     0.19
Granted:                                       -          -    14,500,000       0.01
Exercised:                          (18,700,000) $   (0.05)             -          -
Forfeited:                                     -          -             -          -
Expired:                                       -          -             -          -
                                    ------------ ----------  ------------ ----------
Outstanding at End of Period                   - $     0.00    18,700,000 $     0.05
                                    ------------ ----------  ------------ ----------
</Table>

NOTE 11   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 $18,000 and $24,600 for 2004 and
2003, respectively.

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
provides for a bonus based on gross sales increases.  The agreement was
cancelled during 2004.

NOTE 12   SUBSEQUENT EVENTS

On December 13, 2004 date, Lion Capital Holdings, Inc., a Delaware
corporation ("Lion Capital"), and Ever Top Financial Corporation and SAOF
No. 3 Limited, the owners of 100% of the issued and outstanding ordinary
shares of the capital stock of Bestip Development International Ltd.
("Bestip"), a privately held British Virgin Islands company, entered into
the Agreement and Plan of Reorganization / or the Share Exchange Agreement
(the "Agreement"). After the acquisition is completed, the Company will
change its name to Sun Motor International, Inc.

Pursuant to the acquisition, the Company is required to spin off its assets
and liabilities which is to be accomplished by means of a pro rata share
dividend of the investment the Company holds in  Cable Capital & Wire, Inc
to shareholders of record on December 10, 2004.

In addition, the Company plans to effect a 28.3356 to 1 reverse split of
our common stock, of which we currently have 136,010,794 shares issued and
outstanding, resulting in 4,800,000 shares issued and outstanding.


                                    F-12

                        LION CAPITAL HOLDINGS, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12   SUBSEQUENT EVENTS (continued)

Pursuant to the Agreement, 100% of the 70,400,000 ordinary shares issued
and outstanding of the Bestip will be exchanged with the Company for post
split shares of the common stock of the Company.



























































                                    F-13

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 have requested that Malone & Bailey review the disclosures contained  in
our Current Report filed with the Commission on May1, 2005 and 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.

                                     26

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:

<Table>
<Caption>

NAME                POSITION                      POSITION HELD SINCE
<S>                 <C>                           <C>
Timothy T Page      Chairman, CEO & President     2000

Martin Cantu        Director                      2001

</Table>

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, 2004,
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 2004. Mr.
Page failed to timely file forms 3 and 5 for the year ended December 31,
2004.

Martin Cantu.   Mr. Cantu was a director during 2004. Mr. Cantu failed to
timely file forms 3 and 5 for the year ended December 31, 2004.

                                     27

ITEM 10. EXECUTIVE COMPENSATION

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

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

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

EQUITY COMPENSATION PLAN INFORMATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


In December 1999, Lion Capital adopted its Stock Option Plan ("Plan") for
its employees.  Options issued will generally be granted at no less than
80% of the fair market value of the common stock at the date of grant.
Lion Capital has reserved 10,000,000 shares of common stock under the plan.
As of December 31, 2004, all of the options have been canceled under the
plan.

In December 1999, Lion Capital adopted the Directors' Stock Option Plan
("Directors Plan") for its non-employee directors.  Options issued will
generally be granted at no less than 80% of the fair market value of the
common stock at the date of grant.  Lion Capital has reserved 3,000,000
shares of common stock under the plan.  As of December 31, 2004, 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, 2004, 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.


                                     28

<Table>
<Caption>

COMMON STOCK
BENEFICIALLY             OWNED  (2)
-----------------------  ---------------------------
NAME AND ADDRESS OF
BENEFICIAL OWNER   (1)     NUMBER        PERCENT
-----------------------  ------------  -------------
<S>                      <C>            <C>
Timothy T Page (3)        98,763,750    72.61%
Jesus Aguirre              9,600,000     7.06%
Martin Cantu               2,100,000     1.54%
-----------------------  ------------   ------------
All directors and
officers as a group
(two persons)            100,863,750    74.15%
                         ============  =============
</Table>


(1)  Unless otherwise indicated, the address for each of these stockholders
     is c/o Lion Capital Holdings, Inc., 6836 Bee Caves Rd, Ste 242,
     Austin, Texas 78746, Telephone  # 512.617.6351.  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 May 1, 2005, the total number of outstanding shares of
     the common stock is 136,010,794.

(3)  Included in the stock shown above for Mr. Page, there includes
     4,283,020 shares owned by his wife. In addition, a total of 5,105,502
     is 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 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 $3,593 was included in the net current
liabilities from discontinued operations.

At December 31, 2003, Lion Capital had received advances from various
shareholders totaling $80,226. The advances were payable upon demand and
interest of 8% is being imputed.  During 2004, Lion Capital received
additional advances of $221,500.  During 2004 and 2003, the Company
recorded $14,081 and $11,935 in imputed interest on the advances. The
Company issued 56,545,264 common shares in payment of $286,726 with the
remaining $19,000 advances and $15,741 in accrued interest forgiven and
recorded as contributions to paid-in-capital.






                                     29


ITEM 13. EXHIBITS

Exhibit no  Exhibit Description

31.1        Certification of Timothy T Page, Chief Executive Officer and
            Chairman of the Board of Directors of LION CAPITAL HOLDINGS,
            INC., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to
            Sec.302 of the Sarbanes-Oxley Act of 2002.

32.1        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.

There were no fees paid to Chisholm, Bierwolf & Nilson, LLC during 2004.

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 were $0.

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.

















                                     30

                                 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: May 1, 2005             By /s/ Timothy T Page
                              --------------------------------------
                              Timothy T Page,
                              Chief Executive Officer and
                              Chairman of the Board of Directors


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

Signature                Title                                Date
---------                -----                                ----

/s/ Timothy T Page       Chief Executive Officer              May 1, 2005
----------------------   and Chairman of the Board
Timothy T Page           of Directors






















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