SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
 
 QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
 
  For
      the 3 month period ended
              
              March
      31, 2008
 
 
 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 incorporation or
    organization)
              
              (I.R.S.
      Employer Identification No.)
 
 
 9211
      Waterford Centre Blvd, Ste 200 Austin, Texas
              
              78758(Address
      of principal executive office)
              
              (Zip
      Code)
 
 
 Issuer's
      telephone number, including area code
              
              (512)
      615-2453
 
 
 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  o
 
 At  March
31, 2008, a total of  14,851,079 shares of registrant's Common Stock were
outstanding.
 
 
 
 
 
 TABLE
OF CONTENTS
 
 Page
      NumberPARTI
              
              FINANCIAL
      INFORMATION
              
              3Item1.
              
              Financial
      Statements
              
              3Item2.
              
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              
              8Item3.
              
              Disclosure
      Controls and Procedures
              
              11PARTII
              
              OTHER
      INFORMATION
              
              11Item6.
              
              Exhibits,
      Lists, and Reports on Form 8-K
              
              11Signatures
              
              
              
              12
 
 
 
 2
 
 PartI - FINANCIAL INFORMATION
 
 Item1. Financial Statements.
 The
following unaudited Financial Statements for the period ended March 31, 2008,
have been prepared by LCHI, Inc..
  LION
      CAPITAL HOLDINGS, INC.Consolidated
      Balance SheetsASSETSMarch
      31,
                  
                  
                  December
      31,2008
                  
                  
                  2007(Unaudited)CURRENT
      ASSETSCash
                  
                  $
                  1,405
                  
                  
                  $
                  25,669Total
      Current Assets
                  
                  
                  1,405
                  
                  
                  
                  25,669TOTAL
      ASSETS
                  
                  $
                  1,405
                  
                  
                  $
                  25,669LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
                  
                  $
                  6,419
                  
                  
                  $
                  27,542Due
      to shareholders and related companies
                  
                  
                  75,548
                  
                  
                  
                  75,548Convertible
      note payable - related company
                  
                  
                  50,000
                  
                  
                  
                  30,000Net
      liabilities of discontinued operations
                  
                  
                  1,691,924
                  
                  
                  
                  1,690,282Total
      Current Liabilities
                  
                  
                  1,823,891
                  
                  
                  
                  1,823,372TOTAL
      LIABILITIES
                  
                  
                  1,823,891
                  
                  
                  
                  1,823,372STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock, 150,000,000 shares authorized of $0.001par
      value, 14,851,079 shares issued and outstanding
                  
                  
                  14,851
                  
                  
                  
                  14,851Additional
      paid-in capital
                  
                  
                  2,945,266
                  
                  
                  
                  2,925,266Accumulated
      deficit
                  
                  
                  (4,782,603
                  )
                  
                  
                  (4,737,820
                  )Total
      Stockholders' Equity (Deficit)
                  
                  
                  (1,822,486
                  )
                  
                  
                  (1,797,703
                  )TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
      (DEFICIT)
                  
                  $
                  1,405
                  
                  
                  $
                  25,669
   The
accompanying notes are an integral part of these financial
statements.
 3
  LION
      CAPITAL
      HOLDINGS, INC.Consolidated
      Statements of Operations(Unaudited)For
      theThree
      Months EndedMarch
      31,2008
                  
                  
                  2007REVENUES
                  
                  $
                  -
                  
                  
                  $
                  -OPERATING
      EXPENSESGeneral
      and administrative
                  
                  
                  23,141
                  
                  
                  
                  125,596Total
      Operating Expenses
                  
                  
                  23,141
                  
                  
                  
                  125,596LOSS
      FROM OPERATIONS
                  
                  
                  (23,141
                  )
                  
                  
                  (125,596
                  )OTHER
      EXPENSESInterest
      expense on beneficial conversion
                  
                  
                  (20,000
                  )
                  
                  
                  -LOSS
      FROM CONTINUING OPERATIONS
                  
                  
                  (43,141
                  )
                  
                  
                  (125,596
                  )LOSS
      FROM DISCONTINUEDOPERATIONS
                  
                  
                  (1,642
                  )
                  
                  
                  (1,642
                  )NET
      LOSS
                  
                  $
                  (44,783
                  )
                  
                  $
                  (127,238
                  )BASIC
      LOSS PER SHARE
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.01
                  )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDING
                  
                  
                  14,851,079
                  
                  
                  
                  14,851,079
   The
accompanying notes are an integral part of these financial
statements.
 4
  LION
      CAPITAL HOLDINGS, INC.Consolidated
      Statements of Cash Flows(Unaudited)For
      the Three Months EndedMarch
      31,2008
                  
                  
                  2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                  
                  $
                  (44,783
                  )
                  
                  $
                  (127,238
                  )Adjustments
      to reconcile net loss to net cashused
      by operating activies:Interest
      expense accretion
                  
                  
                  20,000Changes
      in operating assets and liabilities:Accounts
      payable
                  
                  
                  (21,123
                  )
                  
                  
                  1,950Net
      Cash Used by Operating Activities
                  
                  
                  (45,906
                  )
                  
                  
                  (125,288
                  )CASH
      FLOWS FROM INVESTING ACTIVITIES:
                  
                  
                  -
                  
                  
                  
                  -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from convertible note
                  
                  
                  20,000
                  
                  
                  
                  -Net
      Cash Provided by Financing Activities
                  
                  
                  20,000
                  
                  
                  
                  -Net
      Cash Used by Continuing Operations
                  
                  
                  (25,906
                  )
                  
                  
                  (125,288
                  )Net
      Cash Used by Discontinued Operations
                  
                  
                  1,642
                  
                  
                  
                  1,642NET
      DECREASE IN CASH
                  
                  
                  (24,264
                  )
                  
                  
                  (123,646
                  )CASH
      AT BEGINNING OF PERIOD
                  
                  
                  25,669
                  
                  
                  
                  240,847CASH
      AT END OF PERIOD
                  
                  $
                  1,405
                  
                  
                  $
                  117,201SUPPLEMENTAL
      DISCLOSURESInterest
      paid
                  
                  $
                  -
                  
                  
                  $
                  -Taxes
      paid
                  
                  $
                  -
                  
                  
                  $
                  -
   The
accompanying notes are an integral part of these financial
statements.
 5
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 March
31, 2008 and December 31, 2007
  NOTE 1
-
 The
accompanying unaudited condensed consolidated financial statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission.  Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted in accordance with
such rules and regulations.  The information furnished in the interim
condensed consolidated financial statements includes normal recurring
adjustments and reflects all adjustments, which, in the opinion of management,
are necessary for a fair presentation of such consolidated financial
statements.  Although management believes the disclosures and
information presented are adequate to make the information not misleading, it is
suggested that these interim condensed consolidated financial statements be read
in conjunction with the Company's audited consolidated financial statements and
notes thereto included in its December 31, 2007 Annual Report on Form
10-KSB.  Operating results for the three months ended March 31, 2008
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2007.
 
  NOTE 2
- LOSS PER
SHARE
 Following
is a reconciliation of the loss per share for the three months ended March 31,
2008 and 2007:
    For the
                    Three
      Months Ended
                    March
      312008
                  
                  
                  2007Net (loss)
      available to common shareholders
                  
                  $
                  (44,783
                  )
                  
                  $
                  (127,238
                  )Weighted
      average shares
                  
                  
                  14,851,079
                  
                  
                  
                  14,851,079Basic
      loss per share (basedon
      weighted average shares)
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.01
                  )
    6
 LION
CAPITAL HOLDINGS, INC.
 Notes
to the Consolidated Financial Statements
 March
31, 2008 and December 31, 2007
  NOTE 3
- GOING
CONCERN
 
 As shown
in the accompanying unaudited consolidated financial statements, the Company
incurred a net loss of $44,783 during the three month period ended March 31,
2008 and, as of that date, the Company’s current and total liabilities exceeded
its current and total assets by $1,822,486. 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
consolidated 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, 2008, the Company had cash and cash equivalents of $1,405. The Company
will require additional funding during the next twelve months to finance the
growth of its current operations and achieve its strategic
objectives.  Management is actively pursuing additional sources of
financing sufficient to generate enough cash flow to fund its operations through
2008 and 2009. However management cannot make any assurances that such financing
will be secured.
  
 7
 Item2. 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-Q/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-Q/A. In light of the significant uncertainties inherent in the
forward-looking statements included in this Form 10-Q/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.
 
 
 
 8
 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-Q/A for the quarter ended March 31, 2008. 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.
 
 
 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.
 
 
 9
 
 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.
 
 
 In July
2006, Lion Capital was again involved in another frivolous law suit brought
against Lion Capital by 3Dicon, Inc vs Andrew Stack et al. As of this filing the
case is still open and has not reached trial. Lion Capital was not part of this
transaction involving Andrew Stack and 3Dicon and is cooperating with the
plaintiffs in order to resolve any issues and be dismissed from the case. If
Lion Capital is not dismissed from this case, then there is a possibility that
Lion Capital will have to seek bankruptcy since it does not have the funds to
adequately defend itself.
 
 Effective
December 15, 2006, the Company effected a reverse stock split at a ratio of 10
to 1.  All outstanding shares have been adjusted retroactively to reflect this
reverse stock split.
 
 GOING
CONCERN
 
 
 As shown
in the accompanying unaudited financial statements, the Company incurred a net
loss of $44,783 on revenues of $0 during the 3 month period ended March 31, 2008
and, as of that date, the Company's current and total liabilities exceeded its
current and total assets by $1,822,486. 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, 2008, the Company had cash and cash equivalents of
$1,405. 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 2008 and 2009. However
we cannot make any assurances that such financing will be secured.
 
 
 10
 
 
 
 RESULTS
OF OPERATIONS
 
 
 Revenues
for the 3 month period ended March 31, 2008 were $0, compared to revenues of $0
for the same period ended March 31, 2007.
 
 
 General
and administrative costs for the 3 month period ended March 31, 2008 were
$23,141 compared to $125,596 for the same period ended March 31,
2007.
 
 
 For the 3
months ended March 31, 2008 the Company had a net loss of $44,783 compared to a
loss of $127,238 for the same period in 2007.
 
 
 Item3.  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.
  PARTII.  OTHER INFORMATION
 
 Item6.           Exhibits and Reports on Form 8-K
 
 (a)
Exhibits.
 
 
 Exhibit
      No.
              
              Exhibit31.1
              
              Certification
      of Chief Executive Officer Pursuan to Section 302 of the Sarbanes-Oxley
      Act of 200231.2
              
              Certification
      of Chief Executive Officer Pusuant to Section 906 of the Sarbanes-Oxley
      Act of 2002
 
 
 (b)
Reports on Form 8-K.
 
 None.
 
 
 11
 
 
 Signatures
 
 The
undersigned officers certify that this Quarterly Report on Form 10-Q 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:
         May 15, 2008
              
              /s/
      Tim PageTim
      Page, President and Chief Executive Officer




12