UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

 For the quarterly period ended March 31, 2010

or

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

———————

DEFI GLOBAL, INC.

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

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______________

(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all documents and reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filings for the past 90 days. Yes þ  No ¨

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

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company filer þ

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

Number of shares of DeFi Global, Inc. common stock, $0.001 par value, outstanding as of May 15, 2010: 114,400,285, exclusive of treasury shares.

DEFI GLOBAL, INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

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PART I. FINANCIAL INFORMATION

ITEM 1.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DEFI GLOBAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2010 (UNAUDITED) AND DECEMBER 31, 2009

The accompanying notes are an integral part of these financial statements

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The accompanying notes are an integral part of these financial statements

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The accompanying notes are an integral part of these financial statements

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NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited 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 includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its December 31, 2009 Annual Report on Form 10-K which was filed on May 17, 2010.  Operating results for the three months ended March 31, 2010 are not necessarily indicative of the results to be expected for the years ending December 31, 2010.

NOTE 2 - GOING CONCERN

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  However, as of March 31, 2010, the Company had an accumulated deficit of approximately $10,000,000, significant negative working capital, and is in default on various notes payable. These factors raise substantial doubt about the Company's ability to continue as a going concern.

Recovery of the Company's assets is dependent upon future events, the outcome of which is indeterminable.  Successful completion of the Company's development program and its transition to the attainment of profitable operations is dependent upon the Company achieving a level of sales adequate to support the Company’s cost structure.  In addition, realization of a major portion of the assets in the accompanying balance sheet is dependent upon the Company's ability to meet its financing requirements and the success of its plans to develop and sell its products.  Management plans to issue additional debt equity to fund the release of new products in 2010 and to continue to generate cash flow from operations. Additionally, the Company believes that the acquisition of DeFi will provide additional resources to fund the ongoing operations (see 2009 Annual Report on Form 10-K which was filed on May 17, 2010 for description and details).  The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

NOTE 3 - MATERIAL TRANSACTIONS

Name Change and Increase in Authorized Common Shares

On February 19, 2010, the Company amended its Articles of Incorporation to change its name from Lion Capital Holdings, Inc. to DeFi Global, Inc., and to increase its authorized common shares from 150,000,000 to 250,000,000.

New Debt

On February 2, 2010, the Company entered into a promissory note with an individual whereby the Company borrowed $165,000. The terms of the promissory note are as follows: (a) interest of $15,000 due in advance upon closing of the note agreement and (b) the note is due and payable at any time after February 16, 2010 upon demand of the note holder.

On March 16, 2010, the Company entered into a secured promissory note with an individual whereby the Company borrowed $330,000. The terms of the promissory note are as follows: (a) interest of $30,000 due in advance upon closing of the note agreement, (b) the note is due and payable at any time after April 16, 2010 upon demand of the note holder, and (c) if the note is not paid at maturity, and additional $30,000 interest payment shall accrue for each sixty (60) day period that the loan remains unpaid.

NOTE 4 - NEWLY ADOPTED PRONOUNCEMENTS

In September 2009, the FASB amended the ASC as summarized in Accounting Standard Update (“ASU”) 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements, and ASU 2009-13, Revenue Recognition (Topic 605):

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Multiple-Deliverable Revenue Arrangements. As summarized in ASU 2009-14, ASC Topic 985 has been amended to remove from the scope of industry specific revenue accounting guidance for software and software related transactions, tangible products containing software components and non-software components that function together to deliver the product’s essential functionality. As summarized in ASU 2009-13, ASC Topic 605 has been amended (1) to provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and the consideration allocated; (2) to require an entity to allocate revenue in an arrangement using estimated selling prices of deliverables if a vendor does not have vendor-specific objective evidence (“VSOE”) or third-party evidence of selling price; and (3) to eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method. The accounting changes summarized in ASU 2009-14 and ASU 2009-13 are both effective for fiscal years beginning on or after June 15, 2010, with early adoption permitted. Adoption may either be on a prospective basis or by retrospective application. The Company believes the adoption of this guidance will not have a material impact on its financial condition, results of operations or cash flows.

In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

This Statement is effective for fiscal years beginning on or after June 15, 2010. Earlier adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity will apply the amendments under this Subtopic retrospectively from the beginning of the entity’s fiscal year.  The presentation and disclosure requirements shall be applied retrospectively for all periods presented. The Company adopted this new standard during the year ended December 31, 2009.  

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. ASU 2010-06 provides new disclosure requirements and clarification for existing disclosures requirements. More specifically, this update will require (a) an entity to disclose separately the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and to describe the reasons for the transfers; and (b) information about purchases, sales, issuances and settlements to be presented separately (i.e. present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs). This guidance clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value and requires disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs. The new disclosures and clarifications of existing disclosure are effective for fiscal years beginning after December 15, 2009, except for the disclosure requirements related to the purchases, sales, issuances and settlements in the rollforward activity of Level 3 fair value measurements. Those disclosure requirements are effective for fiscal years ending after December 31, 2010. We do expect the adoption of this standard to have a material effect on our financial condition or results of operations.

NOTE 5 - BASIC AND FULLY DILUTED LOSS PER SHARE

In accordance with ASC 260, Earnings Per Share (“ASC 260”) (formerly SFAS No. 128), the computations of basic loss per share of common stock are based on the weighted average number of common shares outstanding during the period of the consolidated financial statements.  

The computations of basic and fully diluted loss per share of common stock are based on the weighted average number of common shares outstanding during the period of the consolidated financial statements, plus the common stock equivalents which would arise from the exercise of stock options and warrants outstanding during the period, or the exercise of convertible debentures. Common stock equivalents of the following: (1) warrants of 7,168,685, (2) options of 369,500, and (3) debt convertible into 100,000 shares, have not been included because they are anti-dilutive.   

Following is a reconciliation of the loss per share for the three months ended March 31, 2010:

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Net (loss) available to

 common shareholders

$

(986,034)

Weighted average shares

114,400,285

Basic and fully diluted loss per share (based

 on weighted average shares)

$

(0.01)

NOTE 6 - INCOME TAXES

The Company accounts for income taxes pursuant to ASC 740, Income Taxes (“ASC 740”) (formerly SFAS No. 109).  Under this accounting standard, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes.  The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets.  

ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the consolidated financial statements. As a result of the implementation of ASC 740, the Company performed a review of its material tax positions in accordance with and measurement standards established by ASC 740. At the adoption date of January 1, 2007, the Company had no unrecognized tax benefit which would affect the effective tax rate if recognized. There has been no significant change in the unrecognized tax benefit through March 31, 2010.  The Company also estimates that the unrecognized tax benefit will not change significantly within the next twelve months.  

The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period.  Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset.  Any change in the valuation allowance will be included in income in the year of the change in estimate.

There are no tax positions included in the accompanying consolidated financial statements at March 31, 2010 or December 31, 2009 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.

As the Company has significant net operating loss carry forwards, even if certain of the Company’s tax positions were disallowed, it is not foreseen that the Company would have to pay any taxes in the near future.  Consequently, the Company does not calculate the impact of interest or penalties on amounts that might be disallowed.

The Company files income tax returns in the U.S. federal and Arizona jurisdictions.  Tax years 2008 to current remain open to examination by U.S. federal and state tax authorities.

From inception through December 31, 2009, the Company had incurred net losses and, therefore, had no tax liability.  The net deferred tax asset generated by the loss carryforward has been fully reserved.  The cumulative net operating loss carryforward is approximately $9,000,000 at December 31, 2009, and will expire in the years 2028 through 2029.

NOTE 7 - SUBSEQUENT EVENTS

The Company has determined that there are no material subsequent events that materially affect the financial statements presented herein.

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS

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.

Forward Looking Statements

Information included or incorporated by reference in this Form 10-Q may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.

Forward-looking statements include, without limitation, our ability to increase income streams, to grow revenue and earnings, and to obtain additional revenue streams. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties. These risks and uncertainties include, but are not limited to:

Whether we will continue as a going concern;

Whether we will develop and then increase revenues within our business;

Whether we will be successful in achieving our goals of diversifying revenue streams and working towards profitability through the acquisition of as yet unspecified additional acquisitions;

Whether we are able to meet our financing requirements through a combination of debt and equity sufficient to carry on operations until we are able to achieve profitable operations;

Given such uncertainties, among others, undue reliance should not be placed on these forward-looking statements. The Company’s past performance is not necessarily indicative of its future performance. The Company does not undertake, and the Company specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences, developments, events or circumstances after the date of such statement.

RECENT DEVELOPMENTS

DeFi continues to develop business to business and business to consumer applications for enterprise businesses.  These development efforts are empowered by the hosted application services network that DeFi has already commercially deployed.

DeFi completed phase one of the development project with Royal Caribbean Cruise Line (“RCCL”) and has successfully deployed the integrated software solution on board the largest cruise ship in the world, The Oasis of the Seas. Management continues to collaborate on a roll out schedule for other ships in the fleet, including the sister ship to the Oasis, the Allure of the Seas. The 3 year contracted relationship with Royal is revenue generating in the initial phase from renting iPhone devices empowered with DeFi’s software solution to navigate, track other people in your party including children and communicate while on board the cruise ship.  Royal brands the product “Royal Connect” and rents the devices and services to their customers.

Management is in discussions with certain venue operators and other businesses that are interested in developing branded mobile applications for their respective business while using the tools and services provided and powered by DeFi’s technology platform.

SUMMARY AND OUTLOOK OF THE BUSINESS

DeFi, through its Mobile Subsidiary, has architected, built and deployed, a Large IP Network infrastructure that can host, support and deliver Applications and Services including voice, video, gaming, multi-media, and digital content over the internet to hot spots, desktop computers and all manner of handheld devices. Called the “DeFi Global Network”, this Network can provide global mobile broadband service at speed comparable to fixed wire broadband for multiple mobile Internet access devices, or IADs.

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Wi-Fi

Connections to the Company’s Network rely on Wi-Fi.  Wi-Fi is an unlicensed spread of radio frequency that was first made available in the United States by the Federal Communications Commission in 1985. Wi-Fi uses both single carrier direct-sequence spread spectrum radio technology (part of the larger family of spread spectrum systems) and multi-carrier OFDM (Orthogonal Frequency Division Multiplexing) radio based technology, to permit the interoperability of wireless local area Network products, including IADs.

The capabilities and unique characteristics of Wi-Fi give DeFi the power to support through its Network, a very large array of innovative media-rich products and services.

The DeFi Network

The DeFi Network is made up of a leased data center facility in London, UK, where the company owns and operates networking infrastructure utilizing DeFi’s own proprietary software, codes and protocols, as well as licensed software, to operate the Network privately over an Internet Protocol (IP) architecture.  At the user end or endpoint of the network, DeFi has entered into license arrangements with various providers around the world, providing end to end services to and from various hotspot locations around the World.

DeFi leases its secured data center facility in located in central London, England.  The facility also provides power, cross connections with other carriers, and maintenance and support functions for the Network hardware, software and its operation.  

DeFi licenses key software from various mobile software developers, for integration with its proprietary software and protocols, for use to create authentication to the devices and operate its Network.

DeFi licenses core network software from leaders in the industry, in order to provide network performance and quality of service to devices and wireless hotspots around the world.

To date, the DeFi Network has architected and built its core service platform. It has operated the Network in the beta testing stage, providing Voice communications between end users around the world, over the DeFi Global Network.  This beta testing is currently providing real time services for free to end users who are testing the service, providing feedback and helping to document and complete the build out the FAQ’s for the Network. As a result, to date DeFi revenues have been nominal, but DeFi hopes to shortly roll out commercial service on a full pay basis.

The Network is designed to be scalable for new and additional volume, by adding more software licenses and additional core network infrastructure.   The Network currently has a capacity to serve approximately 200,000 simultaneous users. Its design should permit it to scale in to the multi millions of simultaneous users. The Network does not currently operate at a profit, and DeFi estimates that it will need to obtain in the range of from 100,000 to 150,000 active paying service users in order to match operating expenses and achieve positive cash flow.

DeFi’s business plan is to leverage the company’s innovative, carrier-grade IP Network which has the capability to provide media rich content applications. Delivering these services to end users through partnerships and licensing, management believes will provide immediate revenue to the Company, and the potential for solid long-term revenue growth.  

DeFi plans to continue to build, and maintain its global carrier-grade Network to serve the needs of a wide variety of services, applications, products and solutions for multiple customers.  Management believes the DeFi Global Network has the potential to empower customers and partners of DeFi to evolve beyond the limitations of older technologies and approaches to networking that currently exists in the form of traditional Telecoms, cellular networks, including 3G, 3.5G, EDGE and GPRS communications protocols.

Results of Operations for the Three-Months Ended March 31, 2010

For the three months ended March 31, 2010, our total revenue decreased approximately $22,300, or 94% to approximately $1,287.  The decrease in revenue was a result of a delay in completion and sign-off of software before it went into production as well as a lack of advertising and marketing of Company services due to financial constraints.

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DeFi remains focused on strategic growth through new contracts for applications which bundle our network services, and accretive acquisition strategies, which management hopes will reduce or eliminate the losses and negative operating cash flow.

Cost of services decreased by approximately 55% to $89,483, and Gross Loss decreased from (737%) of revenues to (6,853%). The decrease is due to the drop of revenue described above, although this decrease was offset by a lower cost of sales so the Company was able to actually improve the gross loss for the three months ended March 31, 2010 by approximately $86,000 compared to the three months ended March 31, 2009. The company anticipates that through the growth and expansion of its business, our direct costs should decrease and our gross margins increase.

Total operating expenses increased by approximately $77,328, or 10.3% from the prior comparative period, to $826,838. The Company’s focus on the engineering and development work needed for the RCCL contract led to an approximate $190,000 increase to the depreciation and amortization of the created assets for this line of business compared to the prior comparative period. As a result of these activities, our net loss increased by $2,192, or 0% from the prior comparative period.

Liquidity and Capital Resources

We have experienced net losses of $986,034 and $983,842 for the three months ended March 31, 2010 and 2009, respectively. At March 31, 2010, we had $13,033 in cash.  Cash flows from operations are not currently sufficient to fund operations and corporate expenses. During the period we increased our net notes payable by approximately $495,000.

At the end of the period, cash and cash equivalents increased approximately $4,951 from the prior comparative period to $13,033. Net cash used in operating activities decreased approximately $24,219 from the prior comparative period to $224,510. The increase was a result of $362,049 working capital increase of accounts payables and accrued expenses as well as depreciation and amortization of $289,238 in the period.  Net cash provided by financing activities increased approximately $256,164 from the prior comparative period to $496,000. The largest contributor to this increase is the increase of proceeds from the issuance of notes payable.  .     

Since inception, we have financed cash flow requirements through the issuance of common stock and loans. As we expand our operational activities, we expect to continue to experience net negative cash flows from operations and we will be required to obtain additional financing to fund operations through equity offerings and/or borrowings to the extent necessary to provide working capital. Financing may not be available, and, if available, it may not be available on acceptable terms. Should we secure such financing, it could have a negative impact on our financial condition and our shareholders. The sale of debt would, among other things, adversely impact our balance sheet, increase our expenses and increase our cash flow requirements. The sale of equity could, among other things, result in dilution to our shareholders. If our cash flows from operations are significantly less than projected, then we would either need to cut back on our budgeted spending, look to outside sources for additional funding or a combination of the two. If we are unable to access sufficient funds when needed, obtain additional external funding or generate sufficient revenue from the sale of our products, we could be forced to curtail or possibly cease operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Disclosure not applicable to smaller reporting companies.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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It is management's responsibility to establish and maintain adequate internal control over all financial reporting pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the "Exchange Act"). Our management, including our chief executive officer and our chief financial officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2010. Following this review and evaluation, management collectively determined that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to management, including our chief executive officer, our chief operations officer, and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

The deficiency in our disclosure controls and procedures is related to a lack of segregation of duties due to the size of the accounting department and the lack of experienced accountants due to the limited financial resources of the Company. We seeking to hire an accountant in the upcoming quarter, and we expect his services will enhance our disclosure controls. We are actively seeking additional financing to be able to afford to hire more accounting staff in an effort to remediate this lack of segregation of duties.

Changes in Internal Control over Financial Reporting

There were no significant changes in the Company's internal controls over financial reporting or in other factors that could significantly affect these internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II. - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

NONE

ITEM 1A      RISK FACTORS

Risks Related to the Company’s Business

We Expect To Continue To Incur Losses and Experience Negative Cash Flow.

DeFi currently operates at a loss, and Management anticipates the combined Company will have operating losses and to record net cash outflow in the near term. Our business has not generated enough cash flow to fund the marketing and further development of our proprietary technology and our planned operations and we have relied on external sources of capital. We anticipate that establishing market share for our current services and continuing development of new services and products will require substantial additional capital and significant expenditures.

We Are Currently Dependent on External Financing.

Currently, we are completely dependent upon external financing to fund our operations. It is imperative that we receive this external financing to implement our business plan and to finance ongoing operations. New capital may not be available and adequate funds may not be sufficient for our operations, and may not be available when needed or on terms acceptable to our management. Our failure to obtain adequate additional financing would require us to delay, curtail or scale back some or all of our operations and would hinder our ability to implement our business plan or continue our business.

We Received A Going Concern Opinion From Our Independent Auditors Due To Substantial Doubt As To Our Ability To Continue As A Going Concern.

Our consolidated financial statements have been prepared assuming we will continue as a going concern. We have experienced recurring net losses from operations, which losses have caused a combined accumulated deficit of approximately $10,224,298 as of March 31, 2010. In addition, we have a combined working capital deficit of approximately $6,224,279 as of March 31, 2010. We incurred net losses of $3,378,471 and $4,304,864 for the years ended December 31, 2009 and 2008, respectively. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. Assurances cannot be given that adequate financing can be obtained to meet our capital needs. If we are unable to generate profits and obtain financing to meet our working capital requirements, we would have to curtail our business sharply or cease operations altogether. Our continuation as a going concern is dependent upon our ability to generate additional debt or equity financing, and thereafter establish sufficient cash flow to meet our obligations on a timely basis to retain such financing, to obtain additional financing, and, ultimately, to attain profitability. Should any of these events not occur, we will be adversely affected and we may have to cease operations

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.

We May Not Be Able to Generate Sales or Otherwise Successfully Implement Our Business Plan, Which Could Have a Significant Negative Impact on Our Financial Condition.

Our business plan calls for development, marketing and sale of our services on our global Network and perhaps the acquisition of companies to accelerate our development. If the products and services we offer are not favorably received in the marketplace and do not generate significant sales and revenues at reasonable profit margins to us, we will not be able to generate enough revenue to achieve and maintain profitability or to continue our operations or make acquisitions.

One or More Competitors May Develop Services and/or Gain Market Acceptance Before We Do.

The global mobile broadband market is intensely competitive and is subject to rapid technological change. Our competitors include many large domestic and international companies that have substantially greater financial, manufacturing, technological, marketing, distribution and other resources, installed customer bases, and long-standing relationships with customers. If we fail to execute our strategy in a timely or effective manner, our competitors may be able to seize the marketing opportunities we have identified. Our business strategy is complex and requires that we successfully and simultaneously complete with limited resources many tasks, including, but not limited to:

(1) Complete development and commence commercial operations of our global telecommunications Network,

(2) Identify, acquire and integrate new businesses and products into our network services, and

(3) Develop, market and sell our services at prices and with profit margins which generate cash flows and profits.

There can be no assurance that we will be able to successfully execute any or all elements of our strategy.

The Market May Grow More Slowly Than We Expect Or May Experience A Downturn.

Growth in demand for and acceptance of our new network service is highly uncertain. We believe that many of our potential customers may not be fully aware of the benefits of our Network, and may choose to acquire other services from our competitors. It is possible that our network services may never achieve market acceptance. If the market for our services does not grow or grows more slowly than we currently anticipate, our business, financial condition, and operating results would be materially adversely affected.

The Failure to Attract and Retain Key Personnel Could Adversely Affect Our Business.

The Company realizes that new sources of talent/personnel will be needed to promote growth and foster shareholder value. Management plans to recruit additional executive managers who will focus on expanding our core competencies, once the Company has sufficient capital resources to do so. Currently we depend to a significant extent upon the continuing services and contributions of our senior management team and other key personnel, including particularly Jeff Rice, our recently appointed President and Chief Executive Officer.  Although we have contracts with our Chief Executive Officer, Jeff Rice, and our President, Dave Thomas, we do not have key man life insurance on senior management. Our business could suffer if we were unable to retain our current senior management, or unable to attract and retain additional highly skilled personnel.

We Cannot Assure That Our Measures To Protect Our Proprietary Technology And Other Intellectual Property Rights Are Adequate.

The success of the DeFi Global Network depends to a significant degree on our proprietary technology and other intellectual property. Currently, we rely on a combination of copyrights, trademarks, trade secrets, confidentiality agreements and other contractual

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restrictions to establish and protect our proprietary rights. We do not have any patents. These measures, however, afford only limited protection and may not prevent third parties from misappropriating our technology or other intellectual property. In addition, the laws of certain foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States, which makes the misappropriation of our technology and other intellectual property more likely. If we fail to successfully enforce or defend our intellectual property rights or if we fail to detect misappropriation of our proprietary rights, our ability to compete effectively could be seriously impaired. Any potential future patent registration and trademark applications may not be allowed, and our competitors may challenge the validity or scope of any future patent or trademark registration applications. In addition, we may face challenges to litigation over the validity or enforceability of our proprietary rights.  It may become necessary to enforce and protect our rights, to determine the validity and scope of our proprietary rights and the rights of others, or to defend against claims of infringement or invalidity. Any such litigation would be expensive and time consuming, would divert our management and key personnel from business operations and would likely harm our business and operating results.

Third parties may claim that we are infringing their intellectual property rights. Any claims made against us regarding violation of patents or other intellectual property rights could be expensive and time consuming to resolve or defend, could divert our management and key personnel from our business operations and could require us to modify or cease marketing our services.  At this time we have received no claims of infringement from third parties, nor have we otherwise become aware of relevant patents or other intellectual property rights of third parties that might lead to disputes.

Economic Factors May Impact Customer Spending On our Services.

Consumer and commercial spending on technology services is questionable and can fluctuate with changes in economic conditions. Shifts in commercial and/or consumer spending habits or loss of disposable income due to adverse economic, political or other financial conditions could have a profound negative impact on our business.

Risks Relating to Our Organization and Our Common Stock

Our Stock Price May Be Volatile.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following among other factors:   

(1)

changes in our industry;

(2)

competitive pricing pressures;

(3)

our ability to obtain working capital financing;

(4)

additions or departures of key personnel;

(5)

limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;

(6)

sales of our common stock (particularly after expiration of the LockUp agreement executed by the former DeFi shareholders;

(7)

regulatory developments;

(8)

economic and other external factors;  

(9)

period-to-period fluctuations in our financial results

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

We Have Not Paid Dividends In The Past And Do Not Expect To Pay Dividend In The Foreseeable Future. Any Return On Investment May Be Limited To The Value Of Our Common Stock.

We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on an investor’s investment will only occur if our stock price appreciates.

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There Is Currently Very Little Liquidity In Our Trading Market For Our Common Stock And We Cannot Assure Liquidity Will Develop In The Future.

To date there has been very little liquidity in our trading market for our common stock. We cannot predict how liquid the market for our common stock might become. Should trading of our common stock be suspended from the Pink Sheets Over the Counter Market for any reason, the trading price of our common stock could suffer and the trading market for our common stock might become more illiquid and our common stock price might be subject to increased volatility. Furthermore, for companies whose securities are quoted on the Pink Sheets Over the  Counter Market, it is more difficult to obtain accurate quotations, to obtain coverage for significant news events because major wire services generally do not publish press releases about such companies, and to obtain additional capital.

Our Common Stock Will Be Deemed A “Penny Stock,” Which Will Make it More Difficult For Our Investors To Sell Their Shares.

Our common stock will be deemed, at least initially, subject to the “penny stock” rules adopted under Section 15(g) of the Securities Exchange Act of 1934 (the “34 Act”). The penny stock rules generally apply to companies whose common stock is not listed on the Nasdaq Stock Market or other national securities exchange and which trade at less than $4.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules. The number of broker-dealers willing to act as market makers in such penny stocks is also limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

Because A Significant Portion Of Our Stock Ownership is Concentrated in A Small Number of Stockholder Officers and Directors, they Can Exert Significant Control Over Our Business and Affairs.

Our Chief Executive officer, Jeff Rice, and our former Chief Executive Officer and current Chairman of the Board, Tim Page, each own or control a significant percentage of our common stock. Immediately following the Share Exchange, Jeff Rice may be deemed to own 4.93% of our outstanding shares, and Tim Page and his family may be deemed to own 25.51% of our outstanding shares. Our directors and executive officers and former executive officers as a group may be deemed beneficially to own an aggregate of approximately 37,828,023 shares of our common stock, or approximately 33.07% of the outstanding shares of our common stock. These figures do not reflect any increase in beneficial ownership that such persons may experience in the future upon vesting or other maturation of exercise rights under any options or warrants they may in the future be granted.  The interests of such persons may differ from the interests of our other stockholders. As a result, in addition to their board seats and offices, such persons will have significant influence over and control all corporate actions requiring stockholder approval, irrespective of how our other stockholders may vote, including the following actions:

(1)

to elect or defeat the election of our directors;

(2)

to amend or prevent amendment of our Certificate of Incorporation or By-laws;

(3)

to effect or prevent a merger, sale of assets or other corporate transaction; and

(4)

to control the outcome of any other matter submitted to our stockholders for vote

Such persons’ stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or could prevent our stockholders from realizing a premium over our stock price.

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ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

NONE

ITEM 4.

RESERVED

ITEM 5.

OTHER INFORMATION

NONE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

The following exhibits are filed as part of this Form 10-Q.

:

———————

(1)

previously filed

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SIGNATURES

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