Defi Global, Inc – ‘10KSB’ for 12/31/05

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Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Form 10-Ksb at December 31, 2005                      29±   116K 
 2: EX-31       Exhibit 31.1                                           2±     9K 
 3: EX-32       Exhibit 32.1                                           1      6K 

10KSB   —   Form 10-Ksb at December 31, 2005
Document Table of Contents

SECURITIES EXCHANGE COMMISSION    
Washington, D.C. 20549      
FORM 10-KSB     

Annual Report Pursuant to     
the Securities Exchange Act of 1934     

For the fiscal year ended December 31, 2005     

Commission file number: 000-26235     

LION CAPITAL HOLDINGS, INC.     
(Formally, Telecomm.com,,Inc)     

(Exact name of registrant as specified in its charter)      

Delaware                                               52-2191043     
(State of incorporation)               (I.R.S. Employer Identification No.)     

6836 Bee Caves Road, #242 Austin, TX                                78746     
(Address of principal executive offices)                         (Zip Code)     

Registrant's telephone number: (512) 617 - 6351     

   Securities registered pursuant to Section 12(b) of the Act:

Title of each class: Common                             

Name of each exchange on which registered: OTC BB       

   Securities registered pursuant to Section 12(g) of the Act:

Title of each class: Common                             

Indicate by check mark whether the registrant (1) has filed all reports         
required to be filed by Section 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      
the filing requirements for at least the past 90 days. Yes X No                 

Check if there is no disclosure of delinquent filers in response to Item        
405 of Regulation S-B is not contained in this form, and no disclosure will     
be contained, to the best of registrant's knowledge, in definitive proxy or     
information statements incorporated by reference in Part III of this Form       
10-KSB or any amendment to this Form 10-KSB. X                                  

State issuer's revenues for its most recent fiscal year was $220,530            

Aggregate market value of the voting stock held by non-affiliates of the        
registrant as of December 31st, 2005: $205,032(approximately)                   

Number of outstanding shares of the registrant's no par value common stock,     
as of December 31, 2005: 148,510,794                                            

Traditional Small Business Disclosure Format: No                                

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PART I                                                                          

ITEM 1. DESCRIPTION OF BUSINESS                                                 

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.        

2     

A subsequent meeting of the Board of Directors of LCHI was held on April        
11, 2002 in which all Directors were present, including Mr. Aguirre. At         
this meeting Mr. Aguirre requested that he be dismissed from LCHI's Board       
and agreed to return 13,600,000 shares of LCHI common stock issued to him       
in the TIC acquisition. Mr. Aguirre has returned 4,000,000 of the               
13,600,000 shares to date, leaving a balance due of 9,800,000 shares. Since     
that time, all attempted communications with Mr. Aguirre have been              
unsuccessful. As such, LCHI has placed a stop transfer order with its           
transfer agent on the remaining 9,600,000 shares and has retained legal         
counsel to begin legal proceedings to recover the 9,600,000 shares still        
retained by Mr. Aguirre. The status of these proceedings is still formative     
as we are not able to bear the expense of such proceedings at this time.        
However, counsel had agreed to assist in efforts to contact Mr. Aguirre  in     
order to resolve this issue by the end of 2005. Since these efforts were        
unsuccessful, LCHI has instructed outside counsel to seek a court order         
canceling these shares during the 2006 fiscal year.                             

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.                        

LCHI has received a going concern opinion from its auditors for the years       
ended 2005 and 2004, meaning substantial doubt has been raised in our           
auditors' eyes about LCHI's ability to continue as a going concern. LCHI        
has earned a small profit for the year ended December 31, 2005 totaling         
$140,599, compared to a loss of $356,196 for the year ended December 31,        
2004. LCHI had a capital deficit of $1,498,152 for 2005. Net Revenues in        
2005 were $220,530 compared to $94,000 in 2004. LCHI will require               
additional working capital if it is to remain in business.                      

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

The Company Business                                                            

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 had corporately decided to         
shift its core business focus. The Company is no longer 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.                               

3     

In mid-2003 Lion Capital changed its business focus from a cable assembly       
house to assisting small private companies in becoming publicly held. On        
October 31, 2004 the Company discontinued its operations in both cable          
assembly and assisting small private companies in becoming publicly held.       
At the end of 2004, Lion Capital was in discussions with Sun Motor, a           
reverse merger candidate, based in China, but the discussions broke down at     
the beginning of 2005, 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.                  

MARKETING AND ADVERTISING.                                                      
LCHI does no marketing and it's clients are derived by word of mouth.           

NAME CHANGE                                                                     

The Company, on July 16, 2003 filed a Certificate of Amendment of its           
Certificate of Incorporation with the State of Delaware, changing its name      
from Telecomm.com, Inc to Lion Capital Holdings, Inc. This change was           
initiated by Management in order to better describe the Company's new           
business model                                                                  

FORWARD SPLIT OF COMMON STOCK                                                   

The Company, on August 11, 2003 declared a forward split of 2 shares for        
every 1 share held to all its shareholders of record as of August 12, 2003.     
This increased the Company's issued and outstanding common stock to             
60,578,984 as of that date. All share amounts have been adjusted to reflect     
the share split.                                                                

EQUITY TRANSACTIONS                                                             

In May, 2004, the Company issued 7,005,502 common shares in payment of          
$35,028 of notes with related accrued interest of $7,024. In addition,          
during 2004, the Company issued 56,545,264 common shares in payment of          
$286,726 in advances from affiliated shareholders. Advances of $19,000 and      
$15,741 in accrued interest were forgiven.                                      

4     

In 2004, Lion Capital issued 8,767,000 shares for consulting expenses of        
$114,510                                                                        

In October of 2005, the Company issued 12,500,000 shares of common stock as     
repayment for $12,500 advanced by a shareholder.                                

WORKING CAPITAL NEEDS                                                           

The working capital needs of the company consist primarily of operating         
capital, acquisition capital and marketing capital. These requirements may      
be met by private placement of stock or loans. Presently, the Company has       
no definite source or commitment for any additional funds and without an        
infusion of capital and additional revenues, the substantial doubt              
surrounding the Company's ability to continue as a going concern will           
likely remain.                                                                  

SPONSORED RESEARCH AND DEVELOPMENT                                              

In the last two fiscal years the Company has not invested on research and       
development and has no sponsored research and development contracts at this     
time.                                                                           

INTELLECTUAL PROPERTY                                                           

The Company nor its subsidiary Austin Cable have any patents, trademarks,       
licenses, franchises, concessions, royalty agreements or labor contracts in     
effect.                                                                         

GOVERNMENT REGULATION                                                           

COMPLIANCE WITH ENVIRONMENTAL LAWS AND REGULATIONS                              

The operations of the Company do not require government approval for any of     
the products or services we provide. Furthermore, there is no anticipation      
of probable governmental regulations on the business in the future as well.     

(a) State and Local Regulation - None.                                          

The Company cannot determine to what extent future operations and earnings      
of the Company may be affected by new legislation, new regulations or           
changes in existing regulations at state or local level.                        

(b) National Regulation - None.                                                 

The Company cannot determine to what extent future operations and earnings      
of the Company may be affected by new legislation, new regulations or           
changes in existing regulations at a national (U.S.) level.                     

5     

(c) Environmental Matters - None at the date of this registration               
statement.                                                                      

(d) Other Industry Factors - None at the date of this registration              
statement.                                                                      

EMPLOYEES                                                                       

As of December 31 2005, the Company had only one full-time employee, that       
being our President and CEO Timothy T. Page. The Company's employees are        
not represented by a labor union or collective bargaining agreement. The        
Company regards its employee relations as excellent.                            

COMPANY HISTORY                                                                 

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.        

A subsequent meeting of the Board of Directors of LCHI was held on April        
11, 2002 in which all Directors were present, including Mr. Aguirre. At         
this meeting Mr. Aguirre requested that he be dismissed from LCHI's Board       
and agreed to return 13,600,000 shares of LCHI common stock issued to him       
in the TIC acquisition. Mr. Aguirre has returned 4,000,000 of the               
13,600,000 shares to date, leaving a balance due of 9,800,000 shares. Since     
that time, all attempted communications with Mr. Aguirre have been              
unsuccessful. As such, LCHI has placed a stop transfer order with its           
transfer agent on the remaining 9,600,000 shares and has retained legal         
counsel to begin legal proceedings to recover the 9,600,000 shares still        
retained by Mr. Aguirre. The status of these proceedings is still formative     
as we are not able to bear the expense of such proceedings at this time. 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.                   

6     

In mid-2003 Lion Capital changed its business focus from a cable assembly       
house to assisting small private companies in becoming publicly held. On        
October 31, 2004 the Company discontinued its operations in both cable          
assembly and assisting small private companies in becoming publicly held.       

At the end of 2004, Lion Capital was in discussions with Sun Motor, a           
reverse merger candidate, based in China, but the discussions broke down at     
the beginning of 2005, 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.                  

The Company was approved for trading by NASD in April, 2003 for the Over        
the Counter Bulletin Board (OTCBB).                                             

ITEM 2. DESCRIPTION OF PROPERTY                                                 

The Company's principal office is located at 6836 Bee Cave Road, Suite 242,     
Austin, Texas, 78746. The Company leases the office space on a month-to-        
month basis with a rent of approximately $140 per month.. The Company does      
not own any real estate at this time nor does it have any real estate           
mortgages or investments in real estate of any kind.                            

ITEM 3. LEGAL PROCEEDINGS                                                       

The Company has not been involved in any bankruptcy or bankruptcy               
proceeding and does not foresee any legal proceedings that could reasonably     
be expected to have a material adverse effect on the Company's financial        
condition or operations.                                                        

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                     

Not Applicable.                                                                 

7     

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PART II                                                                         

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER        
MATTERS                                                                         

Nasdaq approved the Company for trading of Lion Capital Holdings common         
stock in April 2003 for the Over the Counter Bulletin Board (OTCBB).            

The following table sets forth, for the periods indicated, the high and low     
sale prices per share for the Common Stock as reported by the NASD's OTCBB:     

                                                                [Download Table]


Fiscal 2005                                                 High       Low
                                                                          
First Quarter (January 1, 2005 through March 31, 2005)    $0.020    $0.011

Second Quarter (April 1, 2005 through June 30, 2005)      $0.040    $0.011

Third Quarter (July 1, 2005 through September 30, 2005)   $0.015    $0.006

Fourth Quarter (October 1, 2005 through December 31, 2005)$0.010    $0.002

As of December 31, 2005, there were 148,510,794 Common shares outstanding       
and 150,000,000 authorized.                                                     

As of December 31, 2005, there were 82 holders of record of Common Stock.       
There are no dividends being paid for Common Stock.                             

8     

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND         
RESULTS OF OPERATIONS                                                           

STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K CONCERNING THE COMPANY'S          
BUSINESS OUTLOOK OR FUTURE ECONOMIC PERFORMANCE, ANTICIPATED PROFITABILITY,     
GROSS BILLINGS, COMMISSIONS AND FEES, EXPENSES OR OTHER FINANCIAL ITEMS,        
AND STATEMENTS CONCERNING ASSUMPTIONS MADE OR EXCEPTIONS AS TO ANY FUTURE       
EVENTS, CONDITIONS, PERFORMANCE OR OTHER MATTER ARE "FORWARD-LOOKING            
STATEMENTS" AS THAT TERM IS DEFINED UNDER THE FEDERAL SECURITIES LAWS.          
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER        
FACTORS WHICH MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE          
STATED IN SUCH STATEMENTS. SUCH RISKS, UNCERTAINTIES AND FACTORS INCLUDE,       
BUT ARE NOT LIMITED TO, (I) THE UNCERTAINTY OF PRODUCT AVAILABILITY IN A        
TIMELY MANNER, (II) PERFORMANCE, (III) THE UNCERTAINTY OF PRODUCT               
ACCEPTANCE BY THE CUSTOMER, (IV) COMPETITION, (V) THE COMPANY'S                 
AVAILABILITY TO RAISE NECESSARY CAPITAL, (VI) UNKNOWN PARTS AND COMPONENT!      
AVAILABILITY, (VII) THE LOSS OF SERVICES OF CERTAIN KEY INDIVIDUALS COULD       
HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY'S BUSINESS, FINANCIAL             
CONDITION OR OPERATING RESULTS, (VIII) LITIGATION.                              

OVERVIEW                                                                        

As of December 31, 2005 the Company had revenues for the year of $220,530.      
The Company had a net profit of $140,599 for the year ended December 31,        
2005, compared to a net loss for the previous year of ($356,196).               
During 2005 LCHI has had to overcome numerous issues including:                 

1. Insufficient working capital and financial backing                           

2. Lack of volume and low stock price                                           

3. Lack of Clients                                                              

4. Lack of marketing support                                                    

6. General Stock Market weakness                                                

7. General Economy weakness                                                     

9     

THE COMPANY BUSINESS                                                            

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.        

A subsequent meeting of the Board of Directors of LCHI was held on April        
11, 2002 in which all Directors were present, including Mr. Aguirre. At         
this meeting Mr. Aguirre requested that he be dismissed from LCHI's Board       
and agreed to return 13,800,000 shares of LCHI common stock issued to him       
in the TIC acquisition. Mr. Aguirre has returned 4,000,000 of the               
13,800,000 shares to date, leaving a balance due of 9,800,000 shares. Since     
that time, all attempted communications with Mr. Aguirre have been              
unsuccessful. As such, LCHI has placed a stop transfer order with its           
transfer agent on the remaining 9,800,000 shares and has retained legal         
counsel to begin legal proceedings to recover the 9,800,000 shares still        
retained by Mr. Aguirre. The status of these proceedings is still formative     
as we are not able to bear the expense of such proceedings at this time. 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.                   

10    

In mid-2003 Lion Capital changed its business focus from a cable assembly       
house to assisting small private companies in becoming publicly held. On        
October 31, 2004 the Company discontinued its operations in both cable          
assembly and assisting small private companies in becoming publicly held.       
At the end of 2004, Lion Capital was in discussions with Sun Motor, a           
reverse merger candidate, based in China, but the discussions broke down at     
the beginning of 2005, 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.                  

---------------------------------------------------------------------------     
RESULT OF OPERATIONS                                                            

Revenues for the year ended December 31, 2005 were $220,530, an increase of     
approximately 234% over revenues of $94,000 for the year ended December 31,     
2004. This increase is due to the Company earning larger management fees        
for the year.                                                                   

Gross Profit for the year ended December 31, 2005 was $150,508. For the         
corresponding period in 2004, LCHI earned a gross profit of $94,000. The        
increase in gross profit is due primarily to the increase in gross revenues     
during the year.                                                                

General and administrative costs were $70,022 for the year ended December       
31, 2005 as compared to $429,215 for the same period in 2004. The company       
experienced a decrease due to a reduction of overhead.                          

Net profit for the year ended December 31, 2005 was $140,599, compared to a     
loss of $256,196 for the same period in 2004. This profit is primarily          
attributable to the company's continuing efforts to reduce overhead and         
increase revenues.                                                              

LIQUIDITY AND CAPITAL RESOURCES                                                 

As of December 31, 2005 we had cash and cash equivalents of $165,243 as         
compared to $247 for 2004. We will require additional funding during the        
next 12 months to finance the growth of our current operations. We are          
actively pursuing increases to cash flows and additional sources of             
financing and believe that such increases and additional financing will         
generate sufficient cash flow to fund our operations through 2006. However      
we cannot make any assurances that such matters will be successfully            
consummated.                                                                    

11    

Management believes that LCHI will require additional funding of at least       
$250,000 to satisfy its cash requirements over the next 12 months.              
Management hopes to raise these additional funds from private placements        
and additional shareholder loans. These additional funds assume that costs      
remain at the present level.                                                    

We are currently generating very little sources of income from management       
fees.                                                                           

We have no material commitments for capital expenditures at this time.          

We have no seasonal aspects that could cause an effect on our financial         
condition.                                                                      

As of December 31, 2005, the Company owed no salaries to officers. All          
accrued salaries from previous years were forgiven and written off. In          
addition, the Company has received advances from various shareholders which     
have either been forgiven and written off or converted in common stock of       
the Company.                                                                    

EVALUATION OF INTERNAL AND DISCLOSURE CONTROLS                                  

The management of the company has evaluated the effectiveness of the            
issuer's disclosure controls and procedures as of a date within 90 days         
prior to the filing date of the report (evaluation date) and have concluded     
that the disclosure controls and procedures are adequate and effective          
based upon their evaluation as of the evaluation date.                          

There were no significant changes in internal controls or in other factors      
that could significantly affect internal controls subsequent to the date of     
the most recent evaluation of such, including any corrective actions with       
regard to significant deficiencies and material weaknesses.                     

NEED FOR ADDITIONAL FINANCING                                                   

The Company does not have capital sufficient to meet the Company's cash         
needs, including the costs of compliance with the continuing reporting          
requirements of the Securities Exchange Act of 1934. The Company will have      
to seek loans or equity placements to cover such cash needs. In the event       
the Company is able to complete a business combination during this period,      
lack of its existing capital may be a sufficient impediment to prevent it       
from accomplishing the goal of completing a business combination. There is      
no assurance, however, that without funds it will ultimately allow              
registrant to complete a business combination. Once a business combination      
is completed, the Company's needs for additional financing are likely to        
increase substantially. The Company will need to raise additional funds to      
conduct any business activities in the next twelve months.                      

12    

No commitments to provide additional funds have been made by management or      
other stockholders. Accordingly, there can be no assurance that any             
additional funds will be available to the Company to allow it to cover its      
expenses as they may be incurred.                                               

Irrespective of whether the Company's cash assets prove to be inadequate to     
meet the Company's operational needs, the Company might seek to compensate      
providers of services by issuances of stock in lieu of cash.                    

The Company has no plans at this time for purchases or sales of fixed           
assets which would occur in the next twelve months.                             

The Company has no expectation or anticipation of significant changes in        
number of employees in the next twelve months however, if it achieves           
significant orders, it may acquire or add employees of an unknown number in     
the next twelve months.                                                         

GOING CONCERN                                                                   

The Company's auditors have issued a "going concern" qualification as part      
of their opinion in the Audit Report. There is substantial doubt about the      
ability of the Company to continue as a "going concern." The Company has        
minimal business, little capital, no debt, no cash, few assets, and no          
capital commitments. The effects of such conditions could easily be to          
cause the Company's bankruptcy, except there are no assets to liquidate in      
Bankruptcy.                                                                     

LCHI intends to raise additional working capital either through private         
placements, public offerings and/or bank financing.                             

There are no assurances that LCHI will be able to either, (1) increase its      
operations and achieve a level of revenues adequate to generate sufficient      
cash flow from operations; or (2) obtain additional financing through a         
private placement, public offerings and/or bank financing necessary to          
support LCHI's working capital requirements. To the extent that funds           
generated from any private placements, public offerings and/or bank             
financing are insufficient, LCHI will have to raise additional working          
capital. No assurance can be given that additional financing will be            
available, or if available, will be on terms acceptable to LCHI.                

These conditions raise substantial doubt about LCHI's ability to continue       
as a going concern. The consolidated financial statements do not include        
any adjustments relating to the recoverability and classification of asset      
carrying amounts or the amount and classification of liabilities that might     
be necessary should LCHI be unable to continue as a going concern.              

ITEM 7. FINANCIAL STATEMENTS                                                    

LION CAPITAL HOLDINGS, INC.     

Consolidated Financial Statements     

December 31, 2005     

13    

/Letterhead/                                                                    

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     

To the Stockholders and Board of Directors                                      
Lion Capital Holdings, Inc.                                                     
Austin, Texas                                                                   

We have audited the accompanying consolidated balance sheets of Lion            
Capital Holdings, Inc. as of December 31, 2005 and the related consolidated     
statement of operations, stockholders' equity and cash flows for the years      
ended December 31, 2005 and 2004.  These consolidated financial statements      
are the responsibility of the Company's management.  Our responsibility is      
to express an opinion on these consolidated financial statements based on       
our audits.                                                                     

We conducted our audits in accordance with standards of the PCAOB (United       
States).  Those standards require that we plan and perform the audits to        
obtain reasonable assurance about whether the consolidated financial            
statements are free of material misstatement.  The Company is not required      
to have, nor were we engaged to perform, audits of its internal control         
over financial reporting. Our audit included consideration of internal          
control over financial reporting as a basis for designing audit procedures      
that are appropriate in the circumstances, but not for the purpose of           
expressing an opinion on the effectiveness of the Company's internal            
control over financial reporting.  Accordingly, we express no such opinion.     
An audit also includes examining, on a test basis, evidence supporting the      
amounts and disclosures in the financial statements, assessing the              
accounting principles used and significant estimates made by management, as     
well as evaluating the overall financial statement presentation.  We            
believe that our audits provide a reasonable basis for our opinion.             

In our opinion, the consolidated financial statements referred to above         
present fairly, in all material respects, the consolidated financial            
position of Lion Capital Holdings, Inc. as of December 31, 2005 and the         
consolidated results of their operations and their cash flows for the years     
ended December 31, 2005 and 2004, in conformity with accounting principles      
generally accepted in the United States of America.                             

The accompanying financial statements have been prepared assuming that the      
Company will continue as a going concern.  As discussed in Note 2 to the        
financial statements, the Company has sustained significant losses from         
operations, has a deficit in working capital and is dependent on financing      
to continue operations.  This raises substantial doubt about the Company's      
ability to continue as a going concern.  Management's plans in regard to        
these matters are also described in Note 2.  The financial statements do        
not include any adjustments that might result from the outcome of this          
uncertainty.                                                                    

/s/Chisholm, Bierwolf & Nilson                                                  

Chisholm, Bierwolf & Nilson, LLC                                                
Bountiful, Utah                                                                 
April 4, 2006                                                                   

14    

LION CAPITAL HOLDINGS, INC.     
Consolidated Balance Sheet    
December 31, 2005     

                                                                [Download Table]
                                                                           

                                   ASSETS                                  
                                  -------                                  

CURRENT ASSETS                                                             

  Cash                                                         $   165,243 
  Accounts receivable (Note 1)                                      28,000 
                                                               ------------
     Total Current Assets                                          193,243 
                                                               ------------
     TOTAL ASSETS                                              $   193,243 
                                                               ============

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)              

CURRENT LIABILITIES                                                        

  Accounts payable                                             $     1,280 
  Due to shareholders and related companies (Note 12)               16,467 
  Net liabilities of discontinued operations (Note 7)            1,677,148 
                                                               ------------
     Total Current Liabilities                                   1,694,895 
                                                               ------------
STOCKHOLDERS' EQUITY (DEFICIT)                                             

  Common stock, 150,000,000 shares authorized of $0.001                    
   par value, 148,510,794 shares issued and outstanding            148,511 
  Additional paid-in capital                                     2,761,606 
  Accumulated deficit                                           (4,411,769)
                                                               ------------
     Total Stockholders' Equity (Deficit)                       (1,501,652)
                                                               ------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $   193,243 
                                                               ============


The accompanying notes are an integral part of these financial statements     

15    

LION CAPITAL HOLDINGS, INC.     
Consolidated Statements of Operations     
Years Ended December 31, 2005 and 2004    

                                                                [Download Table]


                                                     2005          2004    
                                                 ------------  ------------
                                                                           
REVENUES                                         $   220,530   $     -     
                                                 ------------  ------------
OPERATING EXPENSES                                                         

  General and administrative                          73,521         -     
                                                 ------------  ------------
     Total Operating Expenses                         73,521         -     
                                                 ------------  ------------
INCOME FROM OPERATIONS                               147,009         -     
                                                 ------------  ------------
LOSS FROM DISCONTINUED OPERATIONS                      -          (356,197)
                                                 ------------  ------------
LOSS ON DISPOSAL OF DISCONTINUED OPERATIONS           (9,909)        -     
                                                 ------------  ------------
NET INCOME (LOSS)                                $   137,100   $  (356,197)
                                                 ============  ============
BASIC INCOME (LOSS) PER SHARE                                              

  Continuing operations                          $      0.00   $      0.00 
  Discontinued operations                              (0.00)        (0.00)
                                                 ------------  ------------
WEIGHTED AVERAGE NUMBER OF COMMON                                          
SHARES OUTSTANDING                               136,647,780    93,518,273 
                                                 ============  ============


The accompanying notes are an integral part of these financial statements     

16    

LION CAPITAL HOLDINGS, INC.     
Consolidated Statements of Stockholders' Deficit    
Years Ended December 31, 2005 and 2004    

                                                                [Download Table]

                                      Common Stock        Additional              
                               ------------------------     Paid-in    Accumulated
                                   Shares      Amount       Capital      Deficit  
                               ------------ -----------  -----------  ------------
                                                                                  
Balance, December 31, 2003      63,693,028  $   63,693   $1,835,263   $(4,192,672)

Shares issued in payment of                                                       
 $35,028 in notes payable and                                                     
 related accrued interest of                                                      
 $7,024 at $0.005 per share      7,005,502       7,006       35,046         -     

Shares issued for services at                                                     
 $0.005 to $0.07 per share       8,767,000       8,767      105,743         -     

Shares issued in payment of                                                       
 $282,726 payable to                                                              
 shareholder, at $0.005 per                                                       
 share                          56,545,264      56,545      226,181         -     

Forgiveness of amounts                                                            
 payable to a shareholder            -           -          526,542         -     

Shareholder payable                  -           -           14,081         -     

Net loss                             -           -            -          (356,197)
                               ------------ -----------  -----------  ------------
Balance, December 31, 2004     136,010,794     136,011    2,742,856    (4,548,869)

Common stock issued to                                                            
 shareholder in lieu of debt                                                      
 and financing costs at                                                           
 $0.0025 per share              12,500,000      12,500       18,750         -     

Net income                           -           -            -          137,100  
                               ------------ -----------  -----------  ------------

Balance, December 31, 2005     148,510,794  $  148,511   $2,761,606   $(4,411,769)
                               ============ ===========  ===========  ============


The accompanying notes are an integral part of these financial statements.    

17    

LION CAPITAL HOLDINGS, INC.     
Consolidated Statements of Cash Flows     
Years Ended December 31, 2005 and 2004    

                                                                [Download Table]


                                                     2005          2004    
                                                 ------------  ------------
                                                                           
CASH FLOWS FROM OPERATING ACTIVITIES:                                      
  Net income (loss)                              $   137,100   $  (356,197)
  Adjustments to reconcile net income (loss)                               
  to net cash provided by operating activities:                            
   Common stock issued for financing costs            18,750         -     
   Changes in operating assets and liabilities:                            
     Accounts receivable                             (28,000)        -     
     Accounts payable                                  1,280         -     
  Earnings (loss) from continued operations            9,490         -     
  Less: loss (gain) from discontinued operations       9,909       356,197 
                                                 ------------  ------------
     Net Cash Provided by Operating Activities       148,529         -     
                                                 ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES                   -             -     
                                                 ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES                                       
  Proceeds from shareholder and related companies     16,467         -     
                                                 ------------  ------------
     Net Cash Provided by Financing Activities        16,467         -     
                                                 ------------  ------------
Net Cash Used by Continuing Operations               164,996         -     

Net Cash Used by Discontinuing Operations              -            (2,225)
                                                 ------------  ------------
NET INCREASE (DECREASE) IN CASH                      164,996        (2,225)

CASH AT BEGINNING OF PERIOD                              247         2,472 
                                                 ------------  ------------
CASH AT END OF PERIOD                            $   165,243   $       247 
                                                 ============  ============

SUPPLEMENTAL DISCLOSURES                                                   
  Interest paid                                  $        84   $        89 
  Taxes paid                                           -             -     

NON CASH DISCLOSURES                                                       
  Stock issued to reduce advances from                                     
   shareholder                                   $    12,500   $   282,726 
  Stock issued for accrued expenses                    -           507,542 
  Stock issued to reduce notes payable                                     
   to related parties                                  -            42,052 
  Stock issued for services                            -           114,510 
  Stock issued for financing costs                    18,750         -     
  Shareholder contribution note payable                -            19,000 
  Imputed interest on shareholder advances             -            14,081 


The accompanying notes are an integral part of these financial statements     

18    

LION CAPITAL HOLDINGS, INC.     
Notes to Consolidated Financial Statements    
December 31, 2005 and 2004    

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES           

Organization and Description of Business                    
----------------------------------------                    
    Lion Capital Holdings, Inc. ("Lion Capital") was incorporated in
   Delaware in July 1999.  Prior to 2001, Lion Capital was engaged
in the design and integration of systems for data and Lion  
    Capital in Mexico for customers throughout the United States and
Mexico. Lion Capital was also engaged in (a) the business of
    manufacturing copper and fiber optic specialty custom cabling in
    Mexico for distribution in the United States and Mexico, and (b)
    as a U.S. cable assembly house.  In September 2001, Lion Capital
  abandoned its ownership of this Mexican subsidiary and in 2002
     began winding down its other operation as a cable assembly house.
     In mid-2003, Lion Capital changed its business focus from a cable
   assembly house to assisting small private companies in becoming
     publicly held.  On October 31, 2004, the Company discontinued its
    operations in the cable assembly house and is currently focusing
   on assisting small private companies in becoming publicly held.

Significant Accounting Policies                             
-------------------------------                             

 A summary of the significant accounting policies consistently
applied in the preparation of the accompanying financial    
statements are as follows:                                  

a.   Accounting Method                                      

     The Company's financial statements are prepared using the accrual
method of accounting.  The Company has elected a December 31
year-end.                                                   

b.   Principles of Consolidation                            

 The accompanying financial statements include the accounts of
Lion Capital Holdings, Inc. and its wholly-owned subsidiary,
     Cable Capital & Wire, Inc. (d.b.a. Austin Cable & Wire), ("Austin
 Cable"), a Texas Corporation.   All significant inter-company
balances and transactions have been eliminated in the       
consolidation.                                              

c.        Use of Estimates                                                      

The preparation of financial statements in conformity with  
   generally accepted accounting principles requires management to
  make estimates and assumptions that affect reported amounts of
assets and liabilities, disclosure of contingent assets and 
    liabilities at the date of the financial statements and revenues
  and expenses during the reporting period. Actual results could
differ from those estimates.                                

d.        Cash and Cash Equivalents                                             

The Company considers all highly liquid investments with    
maturities of three months or less to be cash equivalents.  

19    

LION CAPITAL HOLDINGS, INC.     
Notes to Consolidated Financial Statements    
December 31, 2005 and 2004    

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES           
(Continued)                                                 

e.        Revenue Recognition                                                   

  Lion Capital recognizes revenue when persuasive evidence of an
 arrangement exists, delivery has occurred, the sales price is
fixed or determinable and collectibility is probable.       

f.        Income Taxes                                                          

     Lion Capital recognizes deferred tax assets and liabilities based
   on differences between the financial reporting and tax bases of
    assets and liabilities using the enacted tax rates and laws that
     are expected to be in effect when the differences are expected to
  be recovered.  Lion Capital provides a valuation allowance for
     deferred tax assets for which it does not consider realization of
such assets to be more likely than not.                     

g.        Accounts Receivable                                                   

  Accounts receivable are shown net of an allowance for doubtful
accounts of $0 at December 31, 2005.                        

h.        Newly Adopted Pronouncements                                          

Lion Capital does not expect the adoption of recently issued
  accounting pronouncements to have a significant impact on Lion
     Capital's results of operations, financial position or cash flow.

i.        Fair Value of Financial Instruments                                   

     The Company's financial instruments consist of cash, receivables,
accounts payable and notes payable.  The carrying amounts   
  approximate fair value because of the short-term nature of the
items.                                                      

NOTE 2 -  GOING CONCERN                                                         

   The Company has had limited operations, losses through December
31, 2004, has an accumulated deficit, and is dependent upon 
additional financing to continue operations. These factors  
     indicate that the Company may be unable to continue in existence.
These consolidated financial statements do not include any  
    adjustments relating to the recoverability and classification of
     recorded assets, or the amounts and classification of liabilities
    that might be necessary in the event the Company cannot continue
  its existence.  These consolidated financial statements do not
 include any adjustments that might result from the outcome of
this uncertainty.  It is the intent of management to find   
     additional capital funding and increase revenues and reduce costs
to sustain its operations.                                  

20    

LION CAPITAL HOLDINGS, INC.     
Notes to Consolidated Financial Statements    
December 31, 2005 and 2004    

NOTE 3 -  DEFERRED GAIN                                                         

In September 2001, Lion Capital effectively abandoned its   
ownership of TIC and deferred a gain of $322,956.  When Lion
    Capital shares are received for the TIC shares, the gain will be
recognized.  TIC is engaged in the design and integration of
  systems for data and Lion Capital communications in Mexico for
    customers throughout the United States and Mexico.  Lion Capital
originally acquired TIC in November 1999 and issued 200,000 
     shares of common stock for 99.99% of the stock of TIC plus a note
receivable of $70,500.  The note receivable was non-interest
   bearing and did not specify a due date.  Lion Capital is in the
   process of canceling the shares.  The note receivable was fully
     impaired in 2001.  The deferred gain has been included in the net
  current liabilities from discontinued operations.  See note 7.

NOTE 4 -  NOTES PAYABLE                                                         

At December 31, 2005, the Company had notes payable totaling
  $109,437 due to various third parties.  The notes payable bear
   interest at 6% and were due on August 1, 2004.  These notes are
  unsecured and are included in the net current liabilities from
discontinued operations.  See note 7.                       

NOTE 5 -  NOTES PAYABLE - RELATED PARTIES                                       

 At December 31, 2003, Lion Capital has notes payable totaling
    $40,854 due to various shareholders.  The notes bore interest at
   8% to 14% and are unsecured and were past due.  On May 5, 2004,
    the Company issued 7,005,502 common shares in payment of $35,028
 of the notes with related accrued interest of $7,024.  During
2004, $2,233 of cash was paid on the notes payable.  The    
remaining balance of $3,594 was included in the net current 
liabilities from discontinued operations.  See note 7.      

NOTE 6 -  DUE TO SHAREHOLDERS                                                   

 At December 31, 2003, Lion Capital had received advances from
     various shareholders totaling $80,226.  The advances were payable
  upon demand and interest of 8% is being imputed.  During 2004,
  Lion Capital received additional advances of $221,500.  During
2004 and 2003, the Company recorded $14,081 and $11,935 in  
    imputed interest on the advances.  The Company issued 56,545,264
   common shares in payment of $282,726 with the remaining $19,000
     advances and $15,741 in accrued interest forgiven and recorded as
contributions to paid-in-capital.                           

NOTE 7 -  DISCONTINUED OPERATIONS                                               

   On October 31, 2004, the Company discontinued its operations in
the cable assembly operations.                              

   The following includes the combined net current liabilities for
  the Company's discontinued operations as of December 31, 2005:

21    

LION CAPITAL HOLDINGS, INC.     
Notes to Consolidated Financial Statements    
December 31, 2005 and 2004    

NOTE 7 -   DISCONTINUED OPERATIONS (Continued)                                  

                                                                          [Download Table]
                                                                 
                                                                 

                      Capital Cable   Lion Capital   Discontinued
                        Wire, Inc.  Holdings, Inc.    Operations 
                      -------------  -------------  -------------
                                                                 
Total Assets          $      -       $      -       $      -     
                      =============  =============  =============
Liabilities                                                      
  Accounts payable     $ 1,184,764    $     -        $ 1,184,764 
  Accrued expenses          56,397          -             56,397 
  Notes payable -                                                
   related party             3,594          -              3,594 
  Notes payable            109,437          -            109,437 
  Deferred gain              -            322,956        322,956 
                      -------------  -------------  -------------
Total Current                                                    
Liabilities           $  1,354,192   $    322,956   $  1,677,148 
                      =============  =============  =============

  The losses from discontinued operations include the results of
   operations from January 1, 2004 through the measurement date of
    October 31, 2004.  The losses from disposal includes the results
 of operations from January 1, 2005 through December 31, 2005.

NOTE 8 -  STOCKHOLDERS' EQUITY                                                  

    In October 2005, Lion Capital issued 12,500,000 shares of common
     stock as repayment for $12,500 advanced by a shareholder.  At the
date of the issuance, the value of the 12,500,000 shares was
$0.0025 per share, thus the Company recorded an additional  
financing expense of $18,750 for the year ended December 31,
2005.                                                       

NOTE 9 -  INCOME TAXES                                                          

From inception through December 31, 2004, Lion Capital had  
   incurred net losses and, therefore, had no tax liability.   The
  net deferred tax asset generated by the loss carry-forward has
been fully reserved.  The cumulative net operating loss     
  carryforward is approximately $2,820,000 at December 31, 2005,
    and will expire in the years 2021 through 2025.  Deferred income
taxes consist of the following at December 31, 2005:        

22    

LION CAPITAL HOLDINGS, INC.     
Notes to Consolidated Financial Statements    
December 31, 2005 and 2004    

                                                                [Download Table]

                                                   2005          2004    
                                               ------------  ------------
                                                                         
Current income tax expense (benefit)                                     
Federal                                        $     -       $     -     
State                                                -             -     
                                               ------------  ------------
Current tax expense                            $     -       $     -     
                                               ------------  ------------
Deferred tax expense (benefit) arising from:                             
 Valuation allowance                           $   958,800   $ 1,006,000 
Net operating loss carryforward                   (958,800)   (1,006,000)
                                               ------------  ------------
Net deferred tax assets                        $     -       $     -     
                                               ============  ============

NOTE 10 - EMPLOYEE STOCK PLANS                                                  

In December 1999, Lion Capital adopted its Stock Option Plan
("Plan") for its employees. Options issued will generally be
granted at no less than 80% of the fair market value of the 
 common stock at the date of grant.  Lion Capital has reserved
     10,000,000 shares of common stock under the plan.  As of December
  31, 2005 and 2004, all of the options have been canceled under
the plan.                                                   

In December 1999, Lion Capital adopted the Directors' Stock 
  Option Plan ("Directors Plan") for its non-employee directors.
   Options issued will generally be granted at no less than 80% of
   the fair market value of the common stock at the date of grant.
    Lion Capital has reserved 3,000,000 shares of common stock under
   the plan.  As of December 31, 2005 and 2004, all of the options
have been canceled under the plan.                          

    A summary of Lion Capital's stock option plans for 2005 and 2004
is as follows:                                              

                                                                          [Download Table]
                                                                           
                                                                           
                                December 31, 2005       December 31, 2004  
                            ----------------------- -----------------------
                                          Weighted                 Weighted
                                           Average                  Average
                                          Exercise                 Exercise
                               Shares        Price      Shares        Price
                            ----------------------- -----------------------
                                                                           
Outstanding at beginning                                                   
 of period                     -      $     -        18,700,000    $  0.05 
Granted:                       -            -           -            -     
Exercised:                     -            -       (18,700,000)     (0.05)
Forfeited:                     -            -           -            -     
Expired:                       -            -           -            -     
                            ----------------------- -----------------------
Outstanding at end                                                         
  of period                    -      $     -           -         $  -     
                            ======================= =======================

23    

LION CAPITAL HOLDINGS, INC.     
Notes to Consolidated Financial Statements    
December 31, 2005 and 2004    

NOTE 11 - COMMITMENTS AND CONTINGENCIES                                         

   An officer provides office services without charge.  Such costs
  are immaterial to the financial statements and accordingly are
    not reflected herein.  Rent expense was approximately $1,200 and
$18,000 for 2005 and 2004, respectively.                    

NOTE 12 - DUE TO SHAREHOLDERS AND RELATED COMPANIES                             

  At December 31, 2005, the Company's President and his extended
family members had advanced funds to the Company totaling   
     $16,467. The amounts are non-interest bearing, due on demand, and
unsecured.                                                  

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURE.                                                           

On August 7, 2004, our Board of Directors voted to change our auditors from     
Malone & Bailey to Chisholm, Bierwolf & Nilson LLC (CBN).                       

Malone & Bailey had audited our financials statements for the two fiscal        
years ended December 31, 2003 and 2002 and its reports for each of the two      
fiscal years did not contain an adverse opinion or disclaimer of opinion,       
nor were they qualified or modified as to uncertainty, audit scope or           
accounting principles. There were no disagreements between us and Malone &      
Bailey on any matter regarding accounting principles or practices,              
financial statement disclosure, or auditing scope or procedure during the       
past two fiscal years or any subsequent interim period preceding the date       
of the change in auditors to CBN. Our board of directors has confirmed that     
we will continue our engagement with CBN and has approved the change in         
auditors from Malone & Bailey.                                                  

During the two most recent fiscal years ended December 31, 2003 and2002,        
and through August 7, 2004, we did not consult with Chisholm,Bierwolf &         
Nilson, LLC regarding either: (i) the application of accounting principles      
to a specified transaction, either completed or proposed, or the type of        
audit opinion that might be rendered on our financial statements, and           
neither a written report was provided to us nor oral advice was provided        
that Chisholm, Bierwolf & Nilson, LLC concluded was an important factor         
considered by us in reaching a decision as to the accounting, auditing or       
financial reporting issue; or (ii) any matter that was either the subject       
of a disagreement or a reportable event.                                        

We requested that Malone & Bailey review the disclosures contained in our       
Current Report filed with the Commission on May1, 2005 and have them            
furnish us with a letter addressed to the Commission stating whether or not     
Malone & Bailey agreed with the statements made by us therein. We filed         
Malone & Bailey's letter as an exhibit to our Current Report, filed with        
the Commission on May 1, 2005.                                                  

ITEM 8A. CONTROLS AND PROCEDURES                                                

Disclosure controls and procedures are controls and other procedures that       
are designed to ensure that information required to be disclosed by us in       
the reports that we file or submit under the Exchange Act is recorded,          
processed, summarized and reported, within the time periods specified in        
the Securities and Exchange Commission's rules and forms. Disclosure            
controls and procedures include, without limitation, controls and               
procedures designed to ensure that information required to be disclosed by      
us in the reports that we file under the Exchange Act is accumulated and        
communicated to our management, including our principal executive and           
financial officers, as appropriate to allow timely decisions regarding          
required disclosure.                                                            

24    

Evaluation of disclosure and controls and procedures. As of the end of the      
period covered by this Annual report, we conducted an evaluation, under the     
supervision and with the participation of our chief executive officer and       
chief financial officer, of our disclosure controls and procedures (as          
defined in Rules 13a-15(e) of the Exchange Act). Based on this evaluation,      
our chief executive officer and chief financial officer concluded that our      
disclosure controls and procedures are effective to ensure that information     
required to be disclosed by us in reports that we file or submit under the      
Exchange Act is recorded, processed, summarized and reported within the         
time periods specified in Securities and Exchange Commission rules and          
forms.                                                                          

Changes in internal controls over financial reporting. There was no change      
in our internal controls, which are included within disclosure controls and     
procedures, during our most recently completed fiscal quarter that has          
materially affected, or is reasonably likely to materially affect, our          
internal controls.                                                              

ITEM 8B. OTHER INFORMATION                                                      

None                                                                            

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;           
COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT                              

Our directors and executive officers are:                                       

                                                                [Download Table]


NAME                POSITION                      POSITION HELD SINCE
                                                                     
Timothy T Page      Chairman, CEO & President     2000               

Martin Cantu        Director                      2001               

Timothy T Page has been self employed for the last 10 years. Since 1998 he      
has been employed as CEO and President of Lion Capital Holdings, Inc,           
previously known as Telecomm.com, Inc. While self employed, he formed           
several companies, one being Capital Cable & Wire, Inc, which was purchased     
by Telecomm.com, Inc in 1999. Prior to Capital Cable & Wire, Mr. Page           
formed Austin Cable & Wire, Inc in 1996 and the assets and liabilities were     
sold to Capital Cable in 1998.                                                  

Martin T. Cantu is the President and CEO of Montiview Equity, Inc. Montivew     
is the owner of Trian, LLC, a national mortgage banker and lender. Mr.          
Cantu has been involved in the mortgage business since 1986. Mr. Cantu is       
also a Director of Lion Capital Holdings, Inc. since 2001.                      

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

Under Section 16(a) of the Exchange Act, our directors and certain of our       
officers, and persons holding more than 10 percent of our common stock are      
required to file forms reporting their beneficial ownership of our common       
stock and subsequent changes in that ownership with the Securities and          
Exchange Commission. Such persons are also required to furnish us with          
copies of all forms so filed.                                                   

25    

Based solely upon a review of copies of such forms filed on Forms 3, 4, and     
5, we are aware of two persons who during the year ended December 31, 2005,     
were directors, officers, or beneficial owners of more than ten percent of      
our common stock, and who failed to file, on a timely basis, reports            
required by Section 16(a) of the Securities Exchange Act of 1934 during         
such fiscal year as follows:                                                    

Timothy T Page. Mr. Page was an officer and director during 2005. Mr. Page      
failed to timely file forms 3 and 5 for the year ended December 31, 2005.       
Martin Cantu. Mr. Cantu was a director during 2005. Mr. Cantu failed to         
timely file forms 3 and 5 for the year ended December 31, 2005.                 

ITEM 10. EXECUTIVE COMPENSATION                                                 

There were no salaries paid to any officers during 2005. Mr. Cantu, a           
director, received a total of 2,100,000 shares of restricted stock on           
August 18, 2004 for various legal work he performed on behalf of the            
company.                                                                        

In December 1999, Lion Capital entered into an employment agreement with        
the Chairman of the Board and Chief Executive Officer. The seven year           
agreement provided for an annual salary of $150,000, plus incentives and        
certain employee benefits, as defined by the agreement. The agreement also      
provided for a bonus based on gross sales increases. The agreement was          
cancelled during 2004.                                                          

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND     
RELATED STOCKHOLDER MATTERS                                                     

EQUITY COMPENSATION PLAN INFORMATION                                            

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS              

In December 1999, Lion Capital adopted its Stock Option Plan ("Plan") for       
its employees. Options issued will generally be granted at no less than 80%     
of the fair market value of the common stock at the date of grant. Lion         
Capital has reserved 10,000,000 shares of common stock under the plan. As       
of December 31, 2005, all of the options have been canceled under the plan.     

In December 1999, Lion Capital adopted the Directors' Stock Option Plan         
("Directors Plan") for its non-employee directors. Options issued will          
generally be granted at no less than 80% of the fair market value of the        
common stock at the date of grant. Lion Capital has reserved 3,000,000          
shares of common stock under the plan. As of December 31, 2005, all of the      
options have been canceled under the plan.                                      

26    

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                  

The following table sets forth, as of December 31, 2005, information            
concerning ownership of our securities by:                                      

- Each person who owns beneficially more than five percent of the               
outstanding shares of our common stock;                                         

- there was no preferred stock outstanding;                                     

- Each director;                                                                

- Each named executive officer; and                                             

- All directors and officers as a group.                                        

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

                                                                [Download Table]


COMMON STOCK                                        
BENEFICIALLY             OWNED  (2)                 
-----------------------  ---------------------------
NAME AND ADDRESS OF                                 
BENEFICIAL OWNER   (1)   NUMBER        PERCENT      
-----------------------  ------------  -------------
                                                    
Timothy T Page (3)       111,263,750    75.94%      
Jesus Aguirre              9,600,000     6.55%      
Martin Cantu               2,100,000     1.43%      
-----------------------  ------------   ------------
All directors and                                   
officers as a group                                 
(two persons)            113,363,750    77.37%      
                         ============  =============


(1) Unless otherwise indicated, the address for each of these stockholders      
is c/o Lion Capital Holdings, Inc., 6836 Bee Caves Rd, Ste 242, Austin,         
Texas 78746, Telephone # 512.617.6351. Also, unless otherwise indicated,        
each person named in the table above has the sole voting and investment         
power with respect to the shares of our common which he beneficially owns.      

(2) Beneficial ownership is determined in accordance with the rules of the      
SEC. As of April 17, 2006, the total number of outstanding shares of the        
common stock is 146,510,794.                                                    

(3) Included in the stock shown above for Mr. Page, there includes              
4,283,020 shares owned by his wife. In addition, a total of 5,105,502 is        
owned by his wife's company.                                                    

27    

There are no arrangements, known to us, including any pledge by any person      
of our securities, the operation of which may at a subsequent date result       
in a change in control of Lion Capital Holdings, Inc.                           
There are no arrangements or understandings among members of both the           
former and the new control groups and their associates with respect to          
election of directors or other matters.                                         

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

At December 31, 2003, Lion Capital had received advances from various           
shareholders totaling $80,226.  The advances were payable upon demand and       
interest of 8% is being imputed.  During 2004, Lion Capital received            
additional advances of $221,500.  During 2004 and 2003, the Company             
recorded $14,081 and $11,935 in imputed interest on the advances.  The          
Company issued 56,545,264 common shares in payment of $282,726 with the         
remaining $19,000 advances and $15,741 in accrued interest forgiven and         
recorded as contributions to paid-in-capital.                                   

In October 2005, Lion Capital issued 12,500,000 shares of common stock as       
repayment for $12,500 advanced by a shareholder.  At the date of the            
issuance, the value of the 12,500,000 shares was $0.0025 per share, thus        
the Company recorded an additional financing expense of $18,750 for the         
year ended December 31, 2005.                                                   

At December 31, 2005, the Company's President and his extended family           
members had advanced funds to the Company totaling $16,467. The amounts are     
non-interest bearing, due on demand, and unsecured.                             

ITEM 13. EXHIBITS                                                               

Exhibit no  Exhibit Description                                                 

31.1        Certification of Timothy T Page, Chief Executive Officer and        
    Chairman of the Board of Directors of LION CAPITAL HOLDINGS,
    INC., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to
Sec.302 of the Sarbanes-Oxley Act of 2002.              

32.1        Certification of Timothy T Page, Chief Executive Officer and        
    Chairman of the Board of Directors of LION CAPITAL HOLDINGS,
      INC., as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act
of 2002.                                                

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                 

AUDIT FEES                                                                      

The aggregate fees paid to Malone & Bailey, our previous auditors, for          
professional services rendered for the audit of our annual financial            
statements for fiscal year 2003 were $17,380.                                   

The aggregate fees paid to Malone & Bailey for professional services            
rendered for the audit of our annual financial statements for fiscal year       
2004 were $11,930.                                                              

The fees paid to Chisholm, Bierwolf & Nilson, LLC for fiscal year 2004 and      
2005 were $4,651.25.                                                            

AUDIT-RELATED FEES                                                              

The aggregate fees billed by Malone & Bailey for assurance and related          
services that are reasonably related to the performance of the audit or         
review of our financial statements for fiscal year 2003 were $0.                
The aggregate fees billed by Chisholm, Bierwolf & Nilson, LLC for assurance     
and related services, that are reasonably related to the performance of the     
audit or review of our financial statements for fiscal year 2004 and 2005       
were $2,600.                                                                    

ALL OTHER FEES                                                                  

There were no other fees paid to Chisholm, Bierwolf & Nilson, LLC for           
professional services rendered, other than as stated under the captions         
Audit Fees, Audit-Related Fees, and Tax Fees.                                   

28    

SIGNATURES    

In accordance with Section 13 or 15(d) of the Securities Exchange Act of        
1934, as amended, the Registrant has duly caused this Annual report to be       
signed on its behalf by the undersigned, thereunto duly authorized.             

               Lion Capital Holdings, Inc.
Date: April 17, 2006              By /s/ Timothy T Page                         
                          --------------------------------------
                 Timothy T Page,
                             Chief Executive Officer and
                          Chairman of the Board of
           Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, as         
amended, this Annual report has been signed by the following persons on         
behalf of the registrant and in the capacities and on the dates indicated.      

Signature                Title                         Date                     
---------                -----                         ----                     

/s/ Timothy T Page       Chief Executive Officer       April 17, 2006           
----------------------   and Chairman of the Board                              
Timothy T Page           of Directors                                           

29    

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10KSB’ Filing		Date		Other Filings
Filed on:		4/17/06
		4/4/06
For Period End:		12/31/05		NT 10-K
		10/1/05
		9/30/05		10QSB
		7/1/05
		6/30/05		10QSB
		5/19/05
		5/1/05
		4/1/05		NT 10-K
		3/31/05		10QSB,  NT 10-Q
		1/1/05
		12/31/04		10KSB,  NT 10-K
		10/31/04
		8/18/04
		8/7/04
		8/1/04
		5/5/04
		1/1/04
		12/31/03		10KSB,  NT 10-K
		8/12/03
		8/11/03
		7/16/03
		12/31/02		10KSB,  10SB12G/A,  NT 10-K
		4/11/02
		9/6/01
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