SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                FORM 10-QSB

             QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                     SECURITIES  EXCHANGE ACT  OF 1934

                 For the 3 month period ended march31, 2005

                      Commission file number 000-26235

                        LION CAPITAL HOLDINGS, INC.
               ---------------------------------------------
               (Name of Small Business Issuer in Its Charter)

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


6836 Bee Caves Road, Suite 242, Austin, Texas                       78746
---------------------------------------------                    ----------
(Address of principal executive office)                          (Zip Code)

Issuer's telephone number, including area code (512) 617-6351

Check whether the issuer  (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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[]

At March 31, 2005, a total of 136,010,794 shares of registrant's Common
Stock were outstanding.




                             TABLE OF CONTENTS

PART I    FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . 3

Item 1.   Financial Statements . . . . . . . . . . . . . . . . . . . . 3

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations. . . . . . . . . . . . . 8

Item 3.   Disclosure Controls and Procedures . . . . . . . . . . . . .10

PART II   OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . .10

Item 6.   Exhibits, Lists, and Reports on Form 8-K . . . . . . . . . .10

          Signatures . . . . . . . . . . . . . . . . . . . . . . . . .11



























                                     2

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The following unaudited Financial Statements for the period ended March 31,
2005, have been prepared by LCHI, Inc..








                        LION CAPITAL HOLDINGS, INC.

                     CONSOLIDATED FINANCIAL STATEMENTS

                               MARCH 31, 2005
                                (Unaudited)


















                                     3


                        LION CAPITAL HOLDINGS, INC.
                         CONSOLIDATED BALANCE SHEET
                               MARCH 31, 2005

                                   ASSETS

<Table>
<Caption>
                                                           March 31,  December 31,
                                                             2005         2004
                                                         ------------ ------------
                                                          (Unaudited)
<S>                                                      <C>          <C>
CURRENT ASSETS
  Cash                                                   $     27,037 $        247
                                                         ------------ ------------
     Total Assets                                        $     27,037 $        247
                                                         ============ ============

                     LIABILITIES & STOCKHODLERS' EQUITY

CURRENT LIABILITIES

  Notes Payable   Related Party                          $     33,300 $     -
  Net Liabilities of Discontinued Operations                1,671,948    1,670,248
                                                         ------------ ------------
     Total Current Liabilities                              1,705,248    1,670,248
                                                         ------------ ------------

STOCKHOLDERS' EQUITY

  Common Stock, $.001 Par Value, 150,000 Shares
   Authorized, 136,010,794 Shares Issued and
   Outstanding                                                136,011      136,011
  Additional Paid-In Capital                                2,742,856    2,742,856
  Accumulated Deficit                                     (4,557,078)  (4,548,868)
                                                         ------------ ------------
     Total Stockholders' Equity                           (1,678,211)  (1,670,001)
                                                         ------------ ------------
     Total Liabilities & Stockholders' Equity            $     27,037 $        247
                                                         ============ ============


</Table>











                                     4

                        LION CAPITAL HOLDINGS, INC.
                   CONSOLIDATED STATEMENTS OF OPERATIONS
             For the Three Months Ended March 31, 2005 and 2004
                                (Unaudited)
<Table>
<Caption>
                                                        2005         2004
                                                   ------------ ------------
<S>                                                <C>           <C>
Net Revenues                                       $     -      $     -

Cost of Goods Sold                                       -            -
                                                   ------------ ------------
Gross Profit                                             -            -

Operating Expenses

  General & Administrative                               -            -
                                                   ------------ ------------
     Total Operating Expenses                            -            -

Loss from Operations before Income Taxes
  and Discontinued Operations                            -            -

  Current Tax Expense                                    -            -

  Deferred Tax Expense                                   -            -
                                                   ------------ ------------
Gain (Loss) from Discontinued Operations
  Net of $0 in Income Taxes                              -          (95,940)

Gain (Loss) on Disposal of Discontinued
Operations Net of $0 in Income Taxes                    (8,209)        -
                                                   ------------ ------------
Gain (Loss) from Discontinued Operations                (8,209)     (95,940)
                                                   ------------ ------------
   Net Loss                                        $    (8,209) $   (95,940)
                                                   ============ ============

Basic and Diluted Loss Per Common Share            $      (.00) $      (.00)
                                                   ============ ============
Weighted Average Common Shares Outstanding          136,010,794   63,879,329
                                                   ============ ============






</Table>




                                     5


                        LION CAPITAL HOLDINGS, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the Three Months Ended March 31, 2005 and 2004
                                (Unaudited)
<Table>
<Caption>
                                                         2005         2004
                                                     ------------ ------------
<S>                                                  <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                           $    (8,209)  $   (95,400)
  Adjustments to Reconcile Net Loss to Net Cash
   Used in Operating Activities
    Earnings (Loss) from Continuing Operations             -            -
    Less: Loss (Gain) from Discontinued Operations          8,209       95,400
                                                     ------------ ------------
NET CASH USED IN OPERATING ACTIVITIES                      -             -

CASH FLOWS FROM INVESTING ACTIVITIES                       -             -

CASH FLOWS FROM FINANCING ACTIVITIES
  Cash from Shareholder                                    33,300       10,000
                                                     ------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                  33,300       10,000
                                                     ------------ ------------

Net Cash Provided by Continuing Operations                 -             -

Net Cash Provided (Used) in Discontinuing Operations      (6,510)      (8,988)
                                                     ------------ ------------
NET CHANGE IN CASH                                         26,790        1,012

CASH AT THE BEGINNING OF PERIOD                               247        2,472
                                                     ------------ ------------
CASH AT END OF PERIOD                                $     27,037 $      3,484
                                                     ============ ============

SUPPLEMENTAL DISCLOSURES
  Interest Paid                                      $         89 $     -
  Income Taxed Paid                                        -            -

NON CASH DISCLOSURES
  Stock Issued for Services                          $     -      $     31,500


</Table>




                                     6


                        LION CAPITAL HOLDINGS, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               MARCH 31, 2005
                                (UNAUDITED)


GENERAL

Lion Capital Holdings, Inc. (the Company) has elected to omit substantially
all footnotes to the financial statements for the three months ended March
31, 2005 since there have been no material changes (other than indicated in
other footnotes) to the information previously reported by the Company in
their Annual Report filed on the Form 10-KSB for the twelve months ended
December 31, 2004.

UNAUDITED INFORMATION

The information furnished herein was taken from the books and records of
the Company without audit.  However, such information reflects all
adjustments which are, in the opinion of management, necessary to properly
reflect the results of the interim period presented.  The information
presented is not necessarily indicative of the results from operations
expected for the full fiscal year.

ACQUISITION OF BESTIP DEVELOPMENT INTERNATIONAL, LTD. (BESTIP)

On December 13, 2004, the Company and Ever Top Financial Corp. and SAOF No.
3 Ltd., the owners of 100% of the issued and outstanding shares of common
stock of Bestip entered into an Agreement and Plan of Reorganization.
During 2005, the Agreement was canceled.
















                                     7






ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following is management's discussion and analysis of certain
significant factors that have affected the Company's financial position and
operating results during the periods included in the accompanying
consolidated financial statements. The accompanying unaudited financial
statements include all adjustments which in the opinion of management are
necessary for a fair presentation and in order to make the financial
statements not misleading.

RISK FACTORS AND CAUTIONARY STATEMENTS

Forward-looking statements in this report are made pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
The Company wishes to advise readers that actual results may differ
substantially from such forward-looking statements. Forward-looking
statements involve risks and uncertainties that could cause actual results
to differ materially from those expressed in or implied by the statements,
including, but not limited to, the following: the ability of the Company to
continue as a viable concern ,uncertainties and assumptions relating to our
operations, results of operations, competitive factors, shifts in market
demand and other risks and uncertainties, the ability of the Company to
obtain financing in order to implement its business plan and other risks
detailed in the Company's periodic report filings with the Securities and
Exchange Commission.

For this purpose, any statements that are not statements of historical fact
maybe deemed to be forward-looking statements, including the statements
under Management's Discussion and Analysis of Financial Condition and
Results of Operations regarding our strategy, future operations, future
expectations or future estimates, financial position and objectives of
management. Those statements in this Form 10-QSB/A containing the words
believes, anticipates, plans, expects and similar expressions constitute
forward-looking statements, although not all forward-looking statements
contain such identifying words. These forward-looking statements are based
on our current expectations and are subject to a number of risks,
uncertainties and assumptions relating to our operations, results of
operations, competitive factors, shifts in market demand and other risks
and uncertainties.

Although we believe that the assumptions underlying our forward-looking
statements are reasonable, any of the assumptions could be inaccurate and
actual results may differ from those indicated by the forward-looking
statements included in this Form 10-QSB/A. In light of the significant
uncertainties inherent in the forward-looking statements included in this
Form 10-QSB/A, you should not consider the inclusion of such information as
a representation by us or anyone else that we will achieve such results.
Moreover, we assume no obligation to update these forward-looking
statements to reflect actual results, changes in assumptions or changes in
other factors affecting such forward-looking statements.

OVERVIEW AND PLAN OF OPERATION

You should read the following discussion in conjunction with the
consolidated financial statements and footnotes thereto included in the
Company's Quarterly Report on Form 10-QSB for the quarter ended March 31,
2005. The consolidated financial statements and related footnotes included
herein include the financial statements of Lion Capital Holdings, Inc. 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, Capita
lCable and Wire, Inc., dba Austin Cable and Wire, which was incorporated in
1997as 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.

                                     8

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
a99.99%-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. 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.
Lion Capital is now seeking a reverse merger candidate.

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

GOING CONCERN

As shown in the accompanying unaudited financial statements, the Company
incurred a net loss of $8,209 during the 3 month period ended March 31,
2005 and, as of that date, the Company's current and total liabilities
exceeded its current and total assets by $1,678,211. These factors, as well
as the uncertain conditions that the Company faces relative to capital
raising activities, create an uncertainty as to the Company's ability to
continue as a going concern. The Company is seeking to raise additional
capital through public and/or private placement offerings, targeting
strategic partners in an effort to increase revenues, and expanding
revenues through strategic acquisitions. The ability of the Company to
continue as a going concern is dependent upon the success of capital
offerings or alternative financing arrangements and expansion of its
operations. The unaudited financial statements do not include any
adjustments that might be necessary should the Company be unable to
continue as a going concern. As of March 31, 2005, the Company had cash and
cash equivalents of $27,037. We will require additional funding during the
next 12 months to finance the growth of our current operations and achieve
our strategic objectives. Our management is actively pursuing additional
sources of financing sufficient to generate enough cash flow to fund our
operations through 2005 and 2006. However we cannot make any assurances
that such financing will be secured.


                                     9

RESULTS OF OPERATIONS

Revenues for the 3 month period ended March 31, 2005 was $0, compared to
revenues of $0 for the same period ended March 31, 2004.
Gross profit for the 3 month period ended March 31, 2005 was $0. The
corresponding period for 2004 was $0.

General and administrative costs for the 3 month period ended March 31,
2005 was $0 compared to $0 for the same period ended March 31, 2005.
Interest expense for the 3 month period ended March 31, 2005 was $89
compared to interest expense of $0 for the same period in 2004.

For the 3 months ended March 31, 2005 the Company had a net loss of $8,209
compared to a loss of $95,940 for the same period in 2004.

Item 3.  Disclosure Controls and Procedures

Within the 90 days prior to the date of this Form 10-Q, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14.  Based upon
that evaluation, the Company's Chief Executive Officer concluded that the
Company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company required to
be included in the Company's periodic SEC filings.  There have been no
significant changes in the Company's internal controls or in other factors,
which could significantly affect internal controls subsequent to the date
the Company carried out its evaluation.



PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

31.1 Certificate of Chief Executive Officer
32.1 Certification pursuant to 18 U.S.C. Section 1350


(b) Reports on Form 8-K.

None.


                                     10

                                 Signatures

The undersigned officers certify that this Quarterly Report on Form 10-QSB
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, and the information contained in such
report fairly represents, in all material respects, the financial condition
and results of operations of the Company.



                        LION CAPITAL HOLDINGS, INC.

Date:    June 21, 2005  /s/ Tim Page
                        ------------------------------------------------
                        Tim Page, President and Chief Executive Officer


























                                     11