SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB/A



QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES  EXCHANGE ACT  OF 1934



For the 3 month period ended March 31, 2004



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)



(512) 617-6351



Check whether the issuer  (1) filed all reports required to be filed by Section 13 or 15(d) of the

Issuer's telephone number, including area 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, 2004, a total of  64,360,028 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 |  | 9 
|Item 3.    |  | Disclosure Controls and Procedures                                                    |  | 12
|           |  |                                                                                       |  |   
|PART II    |  | OTHER INFORMATION                                                                     |  | 13
|Item 6.    |  | Exhibits, Lists, and Reports on Form 8-K                                              |  | 13
|Signatures |  |                                                                                       |  |   









Part I - FINANCIAL INFORMATION



Item 1. Financial Statements.

The following unaudited Financial Statements for the period ended March 31, 2004, have been prepared by LCHI, Inc.









LION CAPITAL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEET

March 31, 2004

(Restated)





ASSETS



Current Assets

Cash

$

3,709



===========





LIABILITIES AND STOCKHOLDERS DEFICIT



Current Liabilities

Accounts payable

$

1,240,960

Accrued expenses

557,808

Due to shareholders

90,226

Notes payable to related parties

40,854

Deferred gain

322,956

Note payable

111,438

-------------



Total Current Liabilities

2,364,242

--------------





Commitments and Contingencies



STOCKHOLDERS DEFICIT



Common stock, $.001 par value, 75,000,000 shares

authorized, 64,360,028 shares issued and outstanding

64,360

Additional paid in capital

1,942,769

Retained deficit

(4,367,662)

--------------

Total Stockholders Deficit

(2,360,533)

--------------

TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT

$

3,709

===========







LION CAPITAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2004 and 2003





(Restated)

2004

2003

----------

-----------



Net Revenues

$    54,000

$    26,860

Cost of goods sold

-

3,430

-----------

-----------

Gross profit

54,000

23,430



Operating Expenses:

General and administrative

225,894

86,472

Depreciation and amortization

-

4,718

-----------

-----------

Loss from operations

(171,894)

(67,760)



Other Expense:



Interest expense

(3,095)

(5,394)

-----------

-----------

Net Loss

$  (174,989)

$   (73,154)

===========

===========



Basic and diluted loss per common share

$  (.00)

$  (.00)





Weighted average common shares outstanding

64,143,830

23,895,661







1



LION CAPITAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2004 and 2003



(Restated)

2004



2003

---------

---------

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$(174,989)

$ (73,154)

Adjustments to reconcile net loss to net

cash used in operating activities:



Stock issued for services

105,886

-

Stock option expense

25,000

Depreciation and amortization

-

4,718

Imputed interest

2,287

3,030

Changes in:

Accounts receivable

25,000

(7,450)



Note receivable

5,000

-

Accounts payable

(14,541)

(6,703)

Accrued expenses

40,594

39,864

---------

---------

NET CASH USED IN OPERATING ACTIVITIES

(10,763)

(14,695)

---------

---------

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from shareholder

36,000

18,305

Payments to shareholder

(26,000)

-

Proceeds from notes payable to related parties

-

(3,630)

Proceeds from notes payable

2,000

-

---------

---------

NET CASH PROVIDED BY FINANCING ACTIVITIES

12,000

14,675

---------

---------

NET CHANGE IN CASH

1,237

(20)

CASH BALANCES

-Beginning of period

2,472

20

---------

---------

-End of period

$   3,709

$       -

=========

=========

NON-CASH DISCLOSURES:

Stock issued to reduce advances from

Shareholders

$       -

$ 230,349



Stock issued for accrued expenses

-

95,280

Stock issued to reduce notes payable

to related parties

-

34,000









LION CAPITAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 - BASIS OF PRESENTATION



The accompanying unaudited interim financial statements of Lion Capital Holdings, Inc. (Lion Capital) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (SEC), and should be read in conjunction with the audited financial statements and notes thereto contained in Lion Capitals Annual Report filed with the SEC on Form 10-KSB.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for 2003 as reported in the 10-KSB have been omitted.



Stock-Based Compensation.  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.



In the three months ended March 31, 2004, there were no options issued.  Options were accounted for under the intrinsic value method, therefore there was no compensation expense recorded.  See pro forma results below.



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.



Three Months



Ended March 31,



2004

2003



---------

---------



Net loss as reported

$(174,989)

$(73,154)



Less: stock based compensation

determined under fair value-

based method

-

(31,249)



---------

---------



Pro forma net loss

$(174,989)

$(104,403)



=========

=========



Basic and diluted net loss

per common share:



As reported

$(.00)

$(.00)



Pro forma

(.00)

(.00)









NOTE 2  COMMON STOCK



The company issued the following:



·

567,000 shares of common stock in January 2004 for services valued at $32,886;

·

600,000 shares of common stock in February 2004 for services valued at $39,000;

·

400,000 shares of common stock in March 2004 for services valued at $34,000.





NOTE 3  RESTATEMENTS OF PREVIOUSLY REPORTED FINANCIAL STATEMENTS



There were several errors and misstatements in the originally prepared March 31, 2004 financials.  See the notes below.



A summary of the restatements are as follows:



Previously

Increase

Stated

(Decrease)

Restated

------------

-----------

------------

As of March 31, 2004:

Balance Sheet:

Cash

$      3,484

(1)

$       225

$      3,709

Inventory

710

(2)

(710)

-

------------

-----------

------------



Total assets

$      4,194

$   (485)

$      3,709

============

===========

============



Accounts payable

$  1,247,299

(3)

$   (6,339)

$  1,240,960

Accrued expenses

553,812

(4)

3,996

557,808



Due to shareholders

90,226

-

90,226

Note payable to related parties

38,621

(5)

2,233

40,854



Deferred gain

322,956

-

322,956



Notes payable

109,437

(5)

2,001

111,438



Common stock

64,693

(6)

(333)

64,360

Additional paid in capital

1,865,763

(6)

333

1,942,769

(6)

567

(7)

76,106

Accumulated deficit

(4,288,613)

(1)

225

(4,367,662)

(2)

(710)

(3)

6,339

(4)

(3,996)

(5)

(4,234)

(6)

(567)

(7)

(76,106)



------------

-----------

------------

Total liabilities and equity

$      4,194

$   (485)

$      3,709

============

===========

============



For the three months ended March 31, 2004:



Statement of Operations:

Revenue:

Net Revenues

$    54,000

$         -

$    54,000

Cost of services provided

-

-

-



Selling, general and administrative

(140,557)

(1)

(225)

(225,894)

(2)

710

(3)

(6,339)

(4)

5,566



(5)

4,234



(6)

567

(7)

76,106

(8)

4,718

Depreciation & amortization

(4,718)

(8)

(4,718)

-



Interest expense

(4,665)

(4)

(1,570)

(3,095)

-----------

-----------

-----------

Net income (loss)

$  (95,940)

$    79,049

$  (174,989)

===========

===========

===========





Basic net loss per common share

$(.00)

$(.00)

Diluted net loss per share

(.00)

(.00)

Weighted average common shares

outstanding

63,879,329

264,501

64,143,830



Diluted average common shares

outstanding

63,879,329

264,501

64,143,830



Restatement notes:

(1)  Net cash amount included an overdraft from a bank account that was closed and had a zero balance at December 31, 2003.

(2)

-

Classification error

(3)

-

Previously recorded expense was recorded again.

(4)

-

Accrued expenses were understated

(5)

-

Notes payable were understated

(6)

-

Shares issued and cancelled were not recognized

(7)

-

Shares issued for services and imputed interest were not recorded.

(8)

-

There were no assets to depreciate





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 StatementsForward-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 may be 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 OperationYou 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 March 31, 2004. 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, 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.  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 now operates as a boutique consulting firm engaged in assisting private micro-cap companies in the transition to publicly traded status.  This change in corporate focus will capitalize on the strengths and experience of the Companys executives and directors.  The Company is now in the business of identifying developing companies in diversified markets and providing them with a compelling funding alternative to finance their growth capital needs.  The Company operates as a consultant and facilitator to undervalued, micro to mid-cap private companies focused on transitioning themselves to fully reporting public company status with publicly listed and traded common stock.  As consultant and facilitator, The Company will assist its clients with all aspects of corporate and SEC governance, business development, access to capital markets, corporate finance, equity lending, market development, investor and shareholder relations, and sustained development of the market for, and awareness of, the clients companies and their respective publicly traded securities.



The rate of decline in VC investing is slowing dramatically, pointing toward a leveling of overall investing activity.  In fact, all measures of early stage investing increased in the second quarter of 2003.  This was the first significant increase since the fourth quarter of 1999.  The increase in the second quarter of 2003, though slight, is the first up-tick in the post-bubble era that began in 2001.  Is this quarter a harbinger of a dramatic turnaround in venture capital investing?  Its not likely, commented Mark Heesen, president of the National Venture Capital Association.  Further, investments in companies in the early stage of development increased significantly in the prior quarter -- the first such increase in three years.  The time is therefore right for capitalizing on this market up swing.



The VC industry has traditionally been slow to react to market changes.  Heesen has gone on to say, The venture industry invests based on anticipated future market conditions, so before we declare a trend reversal we must first see a sustained opening of the IPO market and consecutive quarterly increases in corporate capital expenditures. That being said, the venture capital industry is actually in a good place right now  not withholding money, but not spending it freely, either.  A few more quarters at this pace would be healthy.  History has proven that those that position themselves correctly in anticipation of a growth trend make the largest percentage returns during the initial upswing.  Lion Capital Holdings has identified the opportunity, positioned itself to take advantage of the market, and is doing so while the competition continues to remain cautiously optimistic.

Our plan of operation for the upcoming 12 months calls for the following:



GOING CONCERN



As shown in the accompanying unaudited financial statements, the Company incurred a net loss of $174,989 during the period ended March 31, 2004 and, as of that date, the Company's current and total liabilities exceeded its current and total assets by $2,360,533.  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, 2004, the Company had cash and cash equivalents of $3,709.  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 2004 and 2005.  However we cannot make any assurances that such financing will be secured.



RESULTS OF OPERATIONS



Revenues for the 3 months ended March 31, 2004 were $54,000, compared to revenues of $26,860 for the 3 months ended March 31, 2003.  This increase is due to a general economic improvement during that period.



Gross profit for the 3 months ended March 31, 2004 was $54,000 or 100% of sales.  The corresponding period for 2003 was $ 23,430 or 87.2% of sales.  The increase in gross profit is attributable to the fact that under the new business structure of the company, there is no cost of goods sold.



General and administrative costs for the 3 months ended March 31, 2004 were $225,894 or 418.3% of sales, compared to $86,472 or 321.9% of sales for the same period of 2003.  The decrease as a percentage of sales is due to the company cutting costs.



Interest expense for the 3 month period ended March 31, 2004 was $3,095 compared to $5,394 for the same period in 2003.



For the 3 months ended March 31, 2004 the Company had a net loss of $174,989
compared to a loss of $73,154 for the same period in 2003.



Item 3.  Disclosure Controls and ProceduresWithin the 90 days prior to the date of this Form 10-QSB/A, 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        Certification pursuant to 18 U.S.C. § 1350 pursuant to Section 302

of the Sarbanes-Oxley Act of 2002



32

Certification pursuant to 18 U.S.C. § 1350 pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K.
None.SignaturesThe undersigned officers certify that this Quarterly Report on Form 10-QSB/A 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:    July 9, 2004 |  | /s/ Tim Page                                   
|                      |  | Tim Page, President and Chief Executive Officer
|                      |  |                                                



SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



LION CAPITAL HOLDINGS, INC.







By:  /s/ Timothy T. Page



________________________________

Timothy T. Page

Chairman of the Board



Date:  July 9, 2004



2