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 June 30, 2007





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 
      June 30, 2007, a total of  14,851,079 shares of registrant's Common Stock
      were outstanding.















**TABLE
      OF CONTENTS**




PagePARTI
            
            FINANCIAL
                INFORMATION
            
            3Item1.
            
            Financial
                Statements
            
            3Item2.
            
            Management’s
                Discussion and Analysis of FinancialCondition
                and Results of Operations
            
            7Item3.
            
            Disclosure
                Controls and Procedures
            
            10PARTII
            
            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 June 30, 2007,
      have been prepared by LCHI, Inc..








**LION
      CAPITAL HOLDINGS, INC.**





**CONSOLIDATED
      FINANCIAL STATEMENTS**





**June
      30, 2007**


**(Unaudited)**














3




**LION
                  CAPITAL HOLDINGS, INC.**Consolidated
                  Balance SheetsASSETSJune
                  30,
              
              
              December
                  31,2007
              
              
              2006(Unaudited)CURRENT
                  ASSETSCash
              
              $
              5,535
              
              
              $
              240,847Total
                  Current Assets
              
              
              5,535
              
              
              
              240,847TOTAL
                  ASSETS
              
              $
              5,535
              
              
              $
              240,847LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              1,122
              
              
              $
              -Due to shareholders and related companies
              
              
              25,548
              
              
              
              25,548Net
                  liabilities of discontinued operations
              
              
              1,686,999
              
              
              
              1,683,714Total
                  Current Liabilities
              
              
              1,713,669
              
              
              
              1,709,262Total Liabilities
              
              $
              1,713,669
              
              
              $
              1,709,262STOCKHOLDERS'
                  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
              
              
              2,895,266
              
              
              
              2,895,266Accumulated
                  deficit
              
              
              (4,618,251
              )
              
              
              (4,378,532
              )Total
                  Stockholders' Equity (Deficit)
              
              
              (1,708,134
              )
              
              
              (1,468,415
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS'EQUITY
                  (DEFICIT)
              
              $
              5,535
              
              
              $
              240,847










4


**LION
                  CAPITAL HOLDINGS, INC.**Consolidated
                  Statements of Operations(Unaudited)For
                  the
              
              
              For
                  theThree
                  Months Ended
              
              
              Six
                  Months EndedJune
                  30,
              
              
              June
                  30,2007
              
              
              2006
              
              
              2007
              
              
              2006REVENUES
              
              $
              4,800
              
              
              $
              35,000
              
              
              $
              4,800
              
              
              $
              35,000OPERATING
                  EXPENSESGeneral
                  and administrative
              
              
              115,639
              
              
              
              68,473
              
              
              
              241,235
              
              
              
              176,268Total
                  Operating Expenses
              
              
              115,639
              
              
              
              68,473
              
              
              
              241,235
              
              
              
              176,268LOSS
                  FROM OPERATIONS
              
              
              (110,839
              )
              
              
              (33,473
              )
              
              
              (236,435
              )
              
              
              (141,268
              )LOSS
                  FROM DISCONTINUEDOPERATIONS
              
              
              (1,642
              )
              
              
              (1,642
              )
              
              
              (3,284
              )
              
              
              (3,283
              )LOSS
                  ON DISPOSAL OFDISCONTINUED
                  OPERATIONS
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -NET
                  LOSS
              
              $
              (112,481
              )
              
              $
              (35,115
              )
              
              $
              (239,719
              )
              
              $
              (144,551
              )BASIC
                  LOSS PER SHARE
              
              $
              (0.01
              )
              
              $
              (0.00
              )
              
              $
              (0.02
              )
              
              $
              (0.01
              )WEIGHTED
                  AVERAGE NUMBER OFCOMMON
                  SHARES OUTSTANDING
              
              
              14,851,079
              
              
              
              14,851,079
              
              
              
              14,851,079
              
              
              
              14,851,079








5




**LION
                  CAPITAL HOLDINGS, INC.**Consolidated
                  Statements of Cash Flows(Unaudited)For
                  the Six Months EndedJune
                  30,2007
              
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (239,719
              )
              
              $
              (144,551
              )Adjustments
                  to reconcile net loss to net cashused
                  by operating activies:Changes
                  in operating assets and liabilities:Accounts
                  payable
              
              
              1,122
              
              
              
              (1,280
              )Net
                  Cash Used by Operating Activities
              
              
              (238,597
              )
              
              
              (145,831
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:
              
              
              -
              
              
              
              -CASH
                  FLOWS FROM FINANCING ACTIVITIES:Payments
                  to shareholders and related companies
              
              
              -
              
              
              
              (5,999
              )Net
                  Cash Used by Financing Activities
              
              
              -
              
              
              
              (5,999
              )Net
                  Cash Used by Continuing Operations
              
              
              (238,597
              )
              
              
              (151,830
              )Net
                  Cash Provided by Discontinuing Operations
              
              
              3,285
              
              
              
              3,283NET
                  DECREASE IN CASH
              
              
              (235,312
              )
              
              
              (148,547
              )CASH
                  AT BEGINNING OF PERIOD
              
              
              240,847
              
              
              
              165,243CASH
                  AT END OF PERIOD
              
              $
              5,535
              
              
              $
              16,696SUPPLEMENTAL
                  DISCLOSURESInterest
                  paid
              
              $
              -
              
              
              $
              -Taxes
                  paid
              
              $
              -
              
              
              $
              -












6




LION
      CAPITAL HOLDINGS, INC.








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 include 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, 2006 Annual Report on Form
        10-KSB.  Operating results for the six months ended June 30, 2007 are
        not necessarily indicative of the results that may be expected for the year
        ending December 31, 2007.
  
 Following
        is a reconciliation of the loss per share for the three months and six months
        ended June 30, 2007 and 2006:
  For
                  the Three Months EndedJune
                  302007
              
              
              2006Net
                (loss) available tocommon
                shareholder
              
              $
              (112,481
              )
              
              $
              (35,115
              )Weighted
                average shares
              
              
              14,851,079
              
              
              
              14,851,079Basic
                loss per share (based on weighted average shares)
              
              $
              (0.01
              )
              
              $
              (0.00
              )
   For
                  the Six Months Ended June 30,2007
              
              
              2006Net
                (loss) available to common shareholders
              
              $
              (239,719
              )
              
              $
              (144,551
              )Weighted
                average shares
              
              
              14,851,079
              
              
              
              14,851,079Basic
                loss per share (based on weighted average shares)
              
              $
              (0.02
              )
              
              $
              (0.01
              )
 
  As
        shown
        in the accompanying unaudited consolidated financial statements, the Company
        incurred a net loss of $239,719 during the six month period ended June 30,
        2007
        and, as of that date, the Company’s current and total liabilities exceeded its
        current and total assets by $1,708,134.  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 June 30, 2007, the Company had cash and cash
        equivalents of $5,535.  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 2007 and 2008.  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-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.






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-QSB/A for the quarter ended June 30, 2007. 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 $112,481 on revenues of $4,800 during the 3 month period ended June
      30,
      2007 and, as of that date, the Company's current and total liabilities exceeded
      its current and total assets by $1,708,134. 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 June 30, 2007, the Company had cash and cash equivalents
      of $5,535. 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 2007
      and
      2008. However we cannot make any assurances that such financing will be
      secured.









10






**RESULTS
      OF OPERATIONS**






Revenues
      for the 3 month period ended June 30, 2007 was $4,800, compared to revenues
      of
      $35,000 for the same period ended June 30, 2006.






General
      and administrative costs for the 3 month period ended June 30, 2007 was $115,639
      compared to $68,473 for the same period ended June 30, 2006.






For
      the 3
      months ended June 30, 2007 the Company had a net loss of $112,481 compared
      to a
      loss of $35,115 for the same period in 2006.







**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.








11





**PARTII. 
OTHER
      INFORMATION**





**Item6.
                 Exhibits and
      Reports on Form 8-K**





(a)
      Exhibits.





99       
      Certification pursuant to 18 U.S.C. § 1350





(b)
      Reports on Form 8-K.





None.








**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:   
                August 14, 2007
            
            */s/
                Tim
                Page*Tim
                Page, President and Chief Executive Officer