UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q

(Amemdment No.2)





[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended September 30, 2009



or



[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT for the transition period from _________ to _________



LION CAPITAL HOLDINGS, INC.

(Exact Name of Small Business Registrant as Specified in its Charter)



|                                               |                           |                                     
|---------------------------------------------- | ------------------------- | ------------------------------------
|                                               |                           |                                     
|                                               |                           |                                     
|DELAWARE                                       | 000-26235                 | 52-291043                           
|(State or other jurisdiction of incorporation) | (Commission File  Number) | (I.R.S. Employer Identification No.)



|                                                    |  |           
|--------------------------------------------------- |  | ----------
|                                                    |  |           
|                                                    |  |           
|7373 East Double Tree Ranch Rd, #125
Scottsdale, AZ |  | 85258     
|(Address of principal executive offices)            |  | (Zip Code)

(480) 588-3704              (480) 588-3704

(Registrant's telephone number, including area code)

Copies to:
Donald G. Davis, Esq.
The Law Offices of Davis & Associates, Inc

. PO Box 12009
Marina Del Rey, CA
Phone: (310) 823-8300              (310) 823-8300      
Fax: (310) 301-3370



Indicate by check mark whether the Registrant (1) has filed all documents and reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934



during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filings for the past 90 days.

Yes  [ X]    No



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [ ] No [ X]



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act:

Large accelerated filer [ ] Accelerated filer [ ]   Non-accelerated filer[ ] Smaller reporting company filer [X]



Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act.):  Yes [ ]  No[X]



Number of shares of Lion Capital Holdings, Inc. common stock, $0.0001 par value, outstanding as of December 31, 2009:  exclusive 113,020,050 of treasury shares.



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EXPLANATORY NOTE:



Amendment No. 2, the registrant, Lion Capital Holdings, Inc. updated its number of shares outstanding on the first page of the FORM 10-Q.



It now reads as follows: Number of shares of Lion Capital Holdings, Inc. common stock, $0.0001 par value, outstanding as of December 31, 2009:  exclusive 113,020,050 of treasury shares.





SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



LION CAPITAL HOLDINGS, INC.

Date:    February 23, 2010

By: /s/Jeff Rice



Name: Jeff Rice,

Title: Chief Executive Officer

(Principal Executive Officer)





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