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 March 31, 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                    (I.R.S.
      Employer


incorporation
      or
      organization)                    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[]













At 
      March 31, 2007, a total of  14,851,079 shares of registrant's Common Stock
      were outstanding.















**TABLE
      OF CONTENTS**




PART
                I
            
            FINANCIAL
                INFORMATION
            
            3Item
                1.
            
            Financial
                Statements
            
            3Item
                2.
            
            Management’s
                Discussion and Analysis of Financial
              Condition
                and Results of Operations
            
            7Item
                3.
            
            Disclosure
                Controls and Procedures
            
            10PART
                II
            
            OTHER
                INFORMATION
            
            11Item
                6.
            
            Exhibits,
                Lists, and Reports on Form 8-K
            
            14Signatures
            
            
            
            13
















**Part
      I - FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**




The
      following unaudited Financial Statements for the period ended March 31, 2007,
      have been prepared by LCHI, Inc..




**LION
                  CAPITAL HOLDINGS, INC.**
                
                **Consolidated
                  Financial Statements**
                
                **March
                  31, 2007 and December 31,
                  2006**
      3
 **C
          O N T E N T S**
 
 
 
 Accountants’
          Report  3
 
 Consolidated
          Balance Sheet  4
 
 Consolidated
          Statements of Operations  5
 
 Consolidated
          Statements of Cash Flows  6
 
 Notes
          to
          the Consolidated Financial Statements 7
 4
  **LION
                            CAPITAL HOLDINGS, INC.**Consolidated
                            Balance SheetsASSETSMarch
                            31,
                        
                        
                        December
                            31,2007
                        
                        
                        2006(Unaudited)CURRENT
                            ASSETSCash
                        
                        $
                        117,201
                        
                        
                        $
                        240,847Total
                            Current Assets
                        
                        
                        117,201
                        
                        
                        
                        240,847TOTAL
                            ASSETS
                        
                        $
                        117,201
                        
                        
                        $
                        240,847LIABILITIES
                            AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                            LIABILITIESAccounts
                            payable
                        
                        $
                        1,950
                        
                        
                        $
                        -Due
                            to shareholders and related companies
                        
                        
                        25,548
                        
                        
                        
                        25,548Net
                            liabilities of discontinued operations
                        
                        
                        1,685,356
                        
                        
                        
                        1,683,714Total
                            Current Liabilities
                        
                        
                        1,712,854
                        
                        
                        
                        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
                        
                        
                        (4,505,770
                        )
                        
                        
                        (4,378,532
                        )Total
                            Stockholders' Equity (Deficit)
                        
                        
                        (1,595,653
                        )
                        
                        
                        (1,468,415
                        )TOTAL
                            LIABILITIES AND STOCKHOLDERS'EQUITY
                            (DEFICIT)
                        
                        $
                        117,201
                        
                        
                        $
                        240,847
 
 
 5
 
 
 **LION
                        CAPITAL HOLDINGS, INC.**Consolidated
                        Statements of Operations(Unaudited)For
                        theThree
                        Months EndedMarch
                        31,2007
                    
                    
                    2006REVENUES
                    
                    $
                    -
                    
                    
                    $
                    -OPERATING
                        EXPENSESGeneral
                        and administrative
                    
                    
                    125,596
                    
                    
                    
                    107,795Total
                        Operating Expenses
                    
                    
                    125,596
                    
                    
                    
                    107,795LOSS
                        FROM OPERATIONS
                    
                    
                    (125,596
                    )
                    
                    
                    (107,795
                    )LOSS
                        FROM DISCONTINUEDOPERATIONS
                    
                    
                    (1,642
                    )
                    
                    
                    (1,642
                    )NET
                        LOSS
                    
                    $
                    (127,238
                    )
                    
                    $
                    (109,437
                    )BASIC
                        LOSS PER SHARE
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.01
                    )WEIGHTED
                        AVERAGE NUMBER OFCOMMON
                        SHARES OUTSTANDING
                    
                    
                    14,851,079
                    
                    
                    
                    14,851,079
 
 
 6
 
 **LION
                        CAPITAL HOLDINGS, INC.**Consolidated
                        Statements of Cash Flows(Unaudited)For
                        the Three Months EndedMarch
                        31,2007
                    
                    
                    2006CASH
                        FLOWS FROM OPERATING ACTIVITIES:Net
                        loss
                    
                    $
                    (127,238
                    )
                    
                    $
                    (109,436
                    )Adjustments
                        to reconcile net loss to net cashused
                        by operating activies:Changes
                        in operating assets and liabilities:Accounts
                        payable
                    
                    
                    1,950
                    
                    
                    
                    (1,280
                    )Net
                        Cash Used by Operating Activities
                    
                    
                    (125,288
                    )
                    
                    
                    (110,716
                    )CASH
                        FLOWS FROM INVESTING ACTIVITIES:
                    
                    
                    -
                    
                    
                    
                    -CASH
                        FLOWS FROM FINANCING ACTIVITIES:Payments
                        to shareholders and related companies
                    
                    
                    -
                    
                    
                    
                    (5,999
                    )Net
                        Cash Provided by Financing Activities
                    
                    
                    -
                    
                    
                    
                    (5,999
                    )Net
                        Cash Used by Continuing Operations
                    
                    
                    (125,288
                    )
                    
                    
                    (116,715
                    )Net
                        Cash Used by Discontinuing Operations
                    
                    
                    1,642
                    
                    
                    
                    1,642NET
                        DECREASE IN CASH
                    
                    
                    (123,646
                    )
                    
                    
                    (115,073
                    )CASH
                        AT BEGINNING OF PERIOD
                    
                    
                    240,847
                    
                    
                    
                    165,243CASH
                        AT END OF PERIOD
                    
                    $
                    117,201
                    
                    
                    $
                    50,170SUPPLEMENTAL
                        DISCLOSURESInterest
                        paid
                    
                    $
                    -
                    
                    
                    $
                    -Taxes
                        paid
                    
                    $
                    -
                    
                    
                    $
                    -
  7
 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 three months ended March 31, 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 ended March
        31,
        2007 and 2006:
  For
                                  the Three Months EndedMarch
                                  31,2007
                              
                              
                              2006Net
                                (loss) available to common shareholders
                              
                              $
                              (127,238
                              )
                              
                              $
                              (109,437
                              )Weighted
                                average shares
                              
                              
                              14,851,079
                              
                              
                              
                              14,851,079Basic
                                loss per share (based on weighted average shares)
                              
                              $
                              (0.01
                              )
                              
                              $
                              (0.01
                              )
  8
 Lion
          Capital Holdings, Inc.
   
 As
        shown
        in the accompanying unaudited consolidated financial statements, the Company
        incurred a net loss of $127,238 during the three month period ended March
        31,
        2007 and, as of that date, the Company’s current and total liabilities exceeded
        its current and total assets by $1,595,653.  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, 2007, the Company had cash and cash
        equivalents of $117,201.  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.
 
 
 
 
 
 9





**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.






10




**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 March 31, 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.






11


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 $127,238 on revenues of $0 during the 3 month period ended March 31,
      2007 and, as of that date, the Company's current and total liabilities exceeded
      its current and total assets by $1,595,653. 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, 2007, the Company had cash and cash equivalents
      of $117,201. 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 2006
      and
      2007. However we cannot make any assurances that such financing will be
      secured.









12






**RESULTS
      OF OPERATIONS**






Revenues
      for the 3 month period ended March 31, 2007 was $0, compared to revenues of
      $0
      for the same period ended March 31, 2006.






General
      and administrative costs for the 3 month period ended March 31, 2007 was
      $125,596 compared to $107,795 for the same period ended March 31,
      2006.






For
      the 3
      months ended March 31, 2007 the Company had a net loss of $127,238 compared
      to a
      loss of $109,437 for the same period in 2006.







**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.











13








**PART
      II.  OTHER INFORMATION**





**Item
      6.            Exhibits and
      Reports on Form 8-K**





(a)
      Exhibits.





31.1 Certification
      pursuant to 18 U.S.C. § 1350, Section 302


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







(b)
      Reports on Form 8-K.





None.








14


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