UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

~~[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~ ———————

~~For~~þ QUARTERLY ~~the~~REPORT ~~quarterly~~PURSUANT ~~period~~TO ~~ended~~SECTION ~~September~~13 ~~30,~~OR ~~2009~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

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

~~for the transition period from _________ to _________~~———————

~~LION~~DEFI ~~CAPITAL HOLDINGS~~GLOBAL, INC.

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

DELAWARE	000-26235	52-291043
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

———————

7373 East Double Tree Ranch Rd, #125 Scottsdale, AZ		85258
DELAWARE	000-26235	52-2191403
(Address of principal executive offices)		(Zip Code)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

(480) 588-3704



7373 East Double Tree Ranch Road, Suite 125 Scottsdale, AZ		85258
(Address of principal executive offices)		(Zip Code)

______________

(Registrant's telephone number, including area code)

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

.Indicate POby ~~Box~~check ~~12009 Marina~~mark ~~Del~~whether ~~Rey~~the registrant has submitted electronically and posted on its corporate Web site, ~~CA Phone:~~if ~~(310)~~any, ~~823~~every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-~~8300 Fax:~~T during the preceding 12 months (~~310~~or for such shorter period that the registrant was required to submit and post such files). ~~301-3370~~ Yes ¨ No ¨

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

~~Yes~~Number ~~¨ No~~of þshares of DeFi Global, Inc. common stock, $0.001 par value, outstanding as of May 15, 2010: 114,400,285, exclusive of treasury shares.

~~Number~~DEFI ~~of shares of Lion Capital Holdings~~GLOBAL, ~~Inc~~INC. ~~common~~AND ~~stock, $0.0001 par value, outstanding as of November 18, 2009: 15,250,041, exclusive of treasury shares.~~SUBSIDIARIES

~~LION~~INDEX ~~CAPITAL~~TO ~~HOLDINGS,~~FORM ~~INC. AND SUBSIDIARIES~~10-Q

~~INDEX~~PART TOI. FINANCIAL INFORMATION ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 2-8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 9 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 11 ITEM 4T. CONTROLS AND PROCEDURES 11 ITEM 1. LEGAL PROCEEDINGS 12 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 16 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 16 ITEM 4. RESERVED 16 ITEM 5. OTHER INFORMATION 16 ITEM 6. EXHIBITS AND REPORTS ON FORM 108-~~Q/A~~K 16 SIGNATURES 17

	Page
PART I. FINANCIAL INFORMATION	2
Item 1. Consolidated Financial Statements (unaudited)	2
Consolidated Balance Sheets as of Sept 30, 2009 (unaudited) and December 31, 2008 (audited)	2
Consolidated Statements of Operations (unaudited) for the 3 and 9 months ended Sept 30, 2009 and 2008	3
Consolidated Statements of Cash Flows (unaudited) for the 9 months ended September 30, 2009 and 2008	4
Notes to Consolidated Financial Statements (unaudited)	5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	7
Item 4T. Controls and Procedures	8
PART II. OTHER INFORMATION	18
Item 1. Legal Proceedings	18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3. Defaults Upon Senior Securities	18
Item 4. Submission of Matters to a Vote of Securities Holders	18
Item 5. Other Information	19
Item 6. Exhibits	19
Signatures	19

-1-

PART I. FINANCIAL INFORMATION

ITEM 1. ~~CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

LION CAPITAL HOLDINGS, INC.
Consolidated Balance Sheets
ASSETS
			September 30,	December 31,
			2009	2008
			(Unaudited)
CURRENT ASSETS
	Cash		$ 1,624	$ 3,215
		Total Current Assets	1,624	3,215
PROPERTY AND EQUIPMENT, net			3,835	4,324
		TOTAL ASSETS	$ 5,459	$ 7,539
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
	Accounts payable		$ 9,995	$ 4,281
	Due to shareholders and related companies		85,548	85,548
	Convertible notes payable - related companies		195,500	127,500
	Accrued interest on convertible notes payable - related		15,987	4,978
	Net liabilities of discontinued operations		1,701,776	1,696,850
		Total Current Liabilities	2,008,806	1,919,157
		TOTAL LIABILITIES	2,008,806	1,919,157
STOCKHOLDERS' EQUITY (DEFICIT)
	Common stock, 150,000,000 shares authorized of $0.001
	par value, 15,565,364 shares issued and outstanding		15,565	14,851
	Additional paid-in capital		3,125,049	3,022,766
	Accumulated deficit		(5,143,961)	(4,949,235)
		Total Stockholders' Equity (Deficit)	(2,003,347)	(1,911,618)
		TOTAL LIABILITIES AND STOCKHOLDERS'
		EQUITY (DEFICIT)	$ 5,459	$ 7,539

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~The~~DEFI ~~accompanying~~GLOBAL, ~~notes~~INC. ~~are~~AND ~~an integral part of these financial statements~~SUBSIDIARIES

~~-2-~~ CONDENSED CONSOLIDATED BALANCE SHEETS

LION CAPITAL HOLDINGS, INC.
Consolidated Statements of Operations
(Unaudited)
			For the		For the
			Three Months Ended		Nine Months Ended
			September 30,		September 30,
			2009	2008	2009	2008
REVENUES			$ -	$ 30,000	$ -	$ 30,000
OPERATING EXPENSES
	General and administrative		69,006	42,607	125,302	106,005
	Depreciation		163	81	489	81
		Total Operating Expenses	69,169	42,688	125,791	106,086
LOSS FROM OPERATIONS			(69,169)	(12,688)	(125,791)	(76,086)
OTHER EXPENSES
	Interest expense, including interest
	expense on beneficial conversion		(4,387)	(21,695)	(64,009)	(78,007)
LOSS FROM CONTINUING OPERATIONS			(73,556)	(34,383)	(189,800)	(154,093)
LOSS FROM DISCONTINUED
OPERATIONS			(1,642)	(1,642)	(4,926)	(4,926)
NET LOSS			$ (75,198)	$ (36,025)	$ (194,726)	$ (159,019)
BASIC LOSS PER SHARE			$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING			15,250,041	14,851,079	14,987,517	14,851,079

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

The accompanying notes are an integral part of these financial statements


DEFI GLOBAL, INC.
Consolidated Balance Sheets


ASSETS


			March 31,	December 31,
			2010	2009
			(unaudited)
CURRENT ASSETS

	Cash and cash equivalents		$ 13,033	$ 8,082
	Accounts receivable, net		23,449	111,682
	Other receivables		4,125	2,750
	Note receivable		60,000	60,000
	Prepaids and other current assets		163,168	223,038

		Total Current Assets	263,775	405,552

PROPERTY AND EQUIPMENT

	Network hardware		241,633	267,623
	Computer servers		150,323	150,323
	Computer equipment		57,422	60,722
	Furniture, fixtures and equipment		405,880	156,742

		Total Property and Equipment	855,258	635,410
		Less: Accumulated Depreciation	(428,993)	(369,139)

		Net Property and Equipment	426,265	266,271

OTHER ASSETS

	Network software and user licenses, net		1,245,940	1,245,940
	Software development costs, net		752,540	944,777
	Tradmarks, net		37,892	37,892
	Domain names, net		10,416	11,072
	Security deposits		49,293	2,602

		Total Other Assets	2,096,081	2,242,283

		TOTAL ASSETS	$ 2,786,121	$ 2,914,106

DEFI GLOBAL, INC.

-3-


Consolidated Balance Sheets (Continued)
			-2-

LIABILITIES AND STOCKHOLDERS' DEFICIT


				March 31,	December 31,
				2010	2009
				(unaudited)
CURRENT LIABILITIES

	Accounts payable and accrued expenses			$ 3,285,717	$ 2,923,668
	Advances - related party			86,548	85,548
	Subordinated convertible notes payable			10,000	10,000
	Venture leasing note payable			625,871	625,871
	Notes payable			695,000	200,000
	Convertible note payable			-	-
	Notes payable - related parties			81,500	81,500
	Net liabilities of discontinued operations			1,703,418	1,703,418

		Total Current Liabilities		6,488,054	5,630,005

		Total Liabilities		6,488,054	5,630,005

STOCKHOLDERS' DEFICIT

	Common stock, par value $0.001 per share,
	250,000,000 shares authorized; 114,400,285
	shares issued and outstanding			114,400	114,400
	Additional paid-in-capital			6,407,965	6,407,965
	Accumulated deficit			(10,224,298)	(9,238,264)

		Total Stockholders' Deficit		(3,701,933)	(2,715,899)

		TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$ 2,786,121	$ 2,914,106

LION CAPITAL HOLDINGS, INC.
Consolidated Statements of Cash Flows
(Unaudited)
			For the Nine Months Ended
			September 30,
			2009	2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$ (194,726)	$ (159,019)
Adjustments to reconcile net loss to net cash
used by operating activies:
		Interest expense accretion	53,000	75,000
		Depreciation	489	81
	Changes in operating assets and liabilities:
		Accounts payable and accrued interest	16,723	(22,535)
		Net Cash Used in Operating Activities	(124,514)	(106,473)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of property and equipment		-	(4,569)
		Net Cash Used in Investing Activities	-	(4,569)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from the issuance of common stock		49,997	-
	Proceeds from related party loans		-	10,000
	Proceeds from convertible notes		68,000	75,000
		Net Cash Provided by Financing Activities	117,997	85,000
Net Cash Used in Continuing Operations			(6,517)	(26,042)
Net Cash Provided by Discontinued Operations			4,926	4,926
NET INCREASE (DECREASE) IN CASH			(1,591)	(21,116)
CASH AT BEGINNING OF PERIOD			3,215	25,669
CASH AT END OF PERIOD			$ 1,624	$ 4,553
SUPPLEMENTAL DISCLOSURES
	Interest paid		$ -	$ -
	Taxes paid		$ -	$ -

The accompanying notes are an integral part of these financial statements

~~The accompanying notes are an integral part of these financial statements~~-3-

-4-


DEFI GLOBAL, INC.
Consolidated Statements of Operations
(Unaudited)


			For the Three Months
			Ended March 31,
			2010	2009

REVENUES			$ 1,287	$ 23,622

COST OF SALES			89,483	197,834

	GROSS PROFIT (LOSS)		(88,196)	(174,212)

OPERATING EXPENSES

	Payroll, benefits and penalties		319,891	557,306
	Professional fees		56,910	22,127
	Travel		32,874	19,624
	Advertising and marketing		37,835	4,085
	Depreciation and amortization		289,238	94,650
	Rent		18,658	28,190
	Other general and administrative		71,432	23,528

		Total Operating Expenses	826,838	749,510

LOSS FROM OPERATIONS			(915,034)	(923,722)

OTHER INCOME (EXPENSE)

	Interest income		1,375	-
	Financing costs		(17,900)	-
	Interest expense		(54,475)	(60,120)

		Total Other Income (Expense)	(71,000)	(60,120)

NET LOSS BEFORE INCOME TAXES			(986,034)	(983,842)

PROVISION FOR INCOME TAXES			-	-

NET LOSS			$ (986,034)	$ (983,842)

LOSS PER COMMON SHARE - BASIC AND DILUTED			$ (0.01)	$ (0.04)

WEIGHTED AVERAGE NUMBER OF

COMMON SHARES OUTSTANDING			114,400,285	24,221,411

~~NOTE~~ The 1accompanying -notes are an integral part of these financial statements

~~BASIS OF FINANCIAL STATEMENT PRESENTATION~~ -4-

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such consolidated financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in its December 31, 2008 Annual Report on Form 10-K. Operating results for the nine months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.


DEFI GLOBAL, INC.
Consolidated Statements of Cash Flows
(Unaudited)


			For the Three Months
			Ended March 31,
			2010	2009
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss		$(986,034)	$(983,842)
	Adjustments to reconcile net loss to net cash used
	in operating activities:
		Depreciation and amortization	289,238	94,650
	Change in operating assets and liabilities, net of acquisition:
		Accounts receivable	88,233	(2,621)
		Other receivables	(1,375)	9,426
		Prepaids and other current assets	23,398	7,246
		Domain names	(19)	(286)
		Accounts payable and accrued expenses	362,049	627,698

		Net Cash Used in Operating Activities	(224,510)	(247,729)

CASH FLOWS FROM INVESTING ACTIVITIES

	(Increase) decrease in deposits		(46,691)	-
	Purchases of property and equipment		(219,848)	(1,057)

		Net Cash Used in Investing Activities	(266,539)	(1,057)

CASH FLOWS FROM FINANCING ACTIVITIES

	Increase in cash overdraft		-	24,646
	Increase in advances - related party		1,000	-
	Payments on notes payable and convertible notes		-	(86,310)
	Proceeds received on notes and convertible notes		495,000	80,000
	Proceeds received from subordinated convertible note		-	221,500

		Net Cash Provided by Financing Activities	496,000	239,836

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			4,951	(8,950)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			8,082	8,950

CASH AND CASH EQUIVALENTS, END OF PERIOD			$ 13,033	$ -

SUPPLEMENTAL DISCLOSURES:

	Cash paid for interest		$ 45,000	$ -
	Cash paid for income taxes		$ -	$ -

NON-CASH INVESTING AND FINANCING ACTIVITIES:

~~NOTE~~ The 2accompanying -notes are an integral part of these financial statements

~~LOSS PER SHARE~~-5-

~~Following~~NOTE is1 a- ~~reconciliation~~BASIS ofOF ~~the~~FINANCIAL ~~loss~~STATEMENT ~~per~~PRESENTATION ~~share for the three months and nine months ended September 30, 2009 and 2008:~~

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 10-5- 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 32 - GOING CONCERN

~~GOING~~The ~~CONCERN~~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.

AsRecovery ~~shown~~of in the ~~accompanying~~Company's ~~unaudited~~assets ~~consolidated~~is ~~financial~~dependent ~~statements~~upon future events, the ~~Company~~outcome ~~incurred~~of awhich ~~net~~is ~~loss~~indeterminable. Successful completion of ~~$194,726~~the ~~during~~Company's development program and its transition to the ~~nine~~attainment ~~month~~of ~~period~~profitable ~~ended~~operations ~~September~~is ~~30,~~dependent ~~2009~~upon ~~and,~~the asCompany achieving a level of ~~that~~sales ~~date,~~adequate to support the Company’s ~~current~~cost ~~and~~structure. In ~~total~~addition, ~~liabilities~~realization ~~exceeded~~of ~~its~~a ~~current~~major ~~assets~~portion byof ~~$2,007,182.~~the ~~These~~assets ~~factors,~~in asthe ~~well~~accompanying asbalance ~~the~~sheet ~~uncertain~~is ~~conditions~~dependent ~~that~~upon the Company's ~~faces~~ability ~~relative~~ to ~~capital~~meet ~~raising~~its ~~activities,~~financing ~~create~~requirements anand ~~uncertainty~~the assuccess toof ~~the~~its ~~Company’s~~plans ~~ability~~ to ~~continue~~develop asand asell ~~going~~its ~~concern~~products. Management ~~The~~plans ~~Company~~to isissue ~~seeking~~additional debt equity to ~~raise~~fund ~~additional~~the ~~capital~~release ~~through~~of ~~public~~new ~~and/or~~products ~~private~~in ~~placement~~2010 ~~offerings,~~and ~~targeting~~to ~~strategic~~continue ~~partners~~to ingenerate ancash ~~effort~~flow tofrom ~~increase~~operations. ~~revenues~~Additionally, ~~and~~the ~~expanding~~Company ~~revenues~~believes ~~through~~that ~~strategic~~the ~~acquisitions. The~~acquisition ~~ability~~ of ~~the~~DeFi ~~Company~~will provide additional resources to ~~continue~~fund asthe aongoing ~~going~~operations ~~concern~~(see is2009 ~~dependent~~Annual ~~upon~~Report ~~the~~on ~~success~~Form of10-K ~~capital~~which ~~offerings~~was orfiled ~~alternative~~on ~~financing~~May ~~arrangements~~17, ~~and~~2010 ~~expansion~~for ofdescription ~~its~~and ~~operations~~details). The ~~unaudited~~ consolidated financial statements do not include any adjustments ~~that~~relating ~~might~~to ~~be necessary should~~ the ~~Company~~recoverability beand ~~unable~~classification ~~to continue as a going concern. As~~ of ~~September~~recorded ~~30,~~asset ~~2009,~~amounts ~~the~~or ~~Company~~amounts ~~had cash~~ and ~~cash~~classification ~~equivalents~~ of ~~$1,624.~~liabilities ~~The~~that ~~Company~~might ~~will~~be ~~require~~necessary ~~additional~~should ~~funding during~~ the ~~next~~Company ~~twelve~~be ~~months~~unable to ~~finance~~continue ~~the~~in ~~growth of its current operations and achieve its strategic objectives~~existence.

NOTE 43 - MATERIAL TRANSACTIONS

~~CONVERTIBLE~~Name ~~NOTE~~Change ~~PAYABLE~~and –Increase ~~RELATED~~in ~~PARTY~~Authorized Common Shares

~~During~~On ~~the~~February ~~nine months ended September 30~~19, ~~2009~~2010, the Company ~~executed~~amended ~~seven~~its ~~separate~~Articles ~~“Promissory~~of ~~Convertible~~Incorporation ~~Notes”~~to ~~(“Convertible~~change ~~Notes”),~~its ~~for~~name afrom ~~total~~Lion ofCapital ~~$53~~Holdings,~~000~~ ~~with certain related companies and individuals~~Inc. ~~The~~ ~~notes~~to ~~bear~~DeFi ~~interest~~Global, ~~at 9~~Inc.0%, ~~per~~and ~~annum. Accrued~~to ~~interest~~increase onits ~~these~~authorized ~~notes~~common ~~payable~~shares atfrom ~~September 30~~150,000,000 ~~2009~~to ~~totaled $2~~250,~~134~~000,000.

~~The~~New note holders have the right to convert the balance owed on these convertible notes, including interest, into shares of common stock of the Company. The rates of conversion provided for in the notes range from $0.01 to $0.10 per share. The convertible notes have been accounted for pursuant to EITF Issue No. 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, and EITF Issue No. 00-27, Application of EITF Issue No. 98-5 to Certain Convertible Instruments. Accordingly, a beneficial conversion feature (recorded as interest expense) of $53,000 was recorded for the nine months ended September 30, 2009.Debt

~~NOTE~~On 5February -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.

~~STOCK~~On ~~TRANSACTIONS~~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.

~~During~~NOTE ~~August~~4 ~~2009,~~- ~~the~~NEWLY ~~Company~~ADOPTED ~~issued 714,285 shares of common stock for cash at $0.07 per share for total cash proceeds of $49,997.~~PRONOUNCEMENTS

~~NOTE~~In 6September 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):

~~NOTE PAYABLE – RELATED PARTY~~ -6-

~~The~~Multiple-Deliverable ~~Company~~Revenue Arrangements. As summarized in ASU 2009-14, ASC Topic 985 has abeen ~~note~~amended ~~payable~~to ~~with~~remove afrom the scope of industry specific revenue accounting guidance for software and software related ~~party~~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 ~~amount~~deliverables ofin ~~$15~~an arrangement should be separated,~~000~~ 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 ~~note~~accounting ~~bears~~changes ~~interest~~summarized atin ~~12%~~ASU ~~per~~2009-14 ~~annum~~ and isASU ~~due~~2009-13 are both effective for fiscal years beginning on ~~demand~~or after June 15, 2010, with early adoption permitted. ~~Accrued~~ ~~interest~~Adoption may either be on a prospective basis or by retrospective application. The Company believes the adoption of this ~~note~~guidance atwill ~~September~~not 30have a material impact on its financial condition, ~~2009~~results ~~was~~of ~~$390~~operations or cash flows.

~~NOTE~~In 7October 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.

~~SUBSEQUENT~~This ~~EVENTS~~Statement –is ~~ACQUISITIONS~~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.

OnIn ~~July~~January 102010, ~~2009,~~the ~~Lion~~FASB ~~Capital~~issued ~~Holdings~~ASU 2010-06, ~~Inc.~~Fair Value Measurements and Disclosures (~~the~~Topic ~~"Company"~~820): ~~entered~~Improving ~~into~~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 ~~agreement~~entity to disclose separately the amounts of significant transfers in and ~~plan~~out of ~~merger~~Levels (1 and 2 fair value measurements and to describe the ~~"Merger~~reasons ~~Agreement"~~for the transfers; and (b) ~~with~~information ~~DeFi~~about ~~Mobile~~purchases, ~~Ltd.~~sales, issuances and settlements to be presented separately (i.e. present the activity on a ~~Delaware~~gross ~~corporation~~basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (~~"DeFi"~~Level 3 inputs),. This guidance clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and ~~Jeff~~liabilities ~~Rice~~measured at fair value and ~~David~~requires ~~Thomas~~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 ~~their~~the ~~capacity~~rollforward asactivity ~~Joint~~of ~~Representatives~~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.

OnNOTE ~~October~~5 12, 2009, the Company entered into a Share Exchange Agreement (the “Share Agreement”) with DeFi and various individual shareholders of DeFi. Pursuant to the Share Agreement, the Company acquired 100% of the outstanding capital stock of DeFi in exchange for 63,390,765 restricted shares of the Company’s common stock. These shares issued by the Company to the DeFi shareholders are subject to a 12-~~month~~ ~~Lock-up~~BASIC ~~Agreement,~~AND ~~(the~~FULLY ~~“Lock-Up”)~~DILUTED ~~beginning~~LOSS onPER October 8, 2009. Under the Lock-Up, these shareholders may not sell their shares without the consent of the Company. In addition, under the terms of the Share Agreement, these shareholders are also entitled to participate in any future financings of the Company which will enable them to maintain their pro-rata ownership interest for a 12-month period. The Company plans in the future to change its name to DeFiSHARE

AsIn ~~part~~accordance ofwith ~~the~~ASC ~~Share Agreement~~260, ~~the~~Earnings ~~Company~~Per ~~also~~Share ~~issued~~(“ASC a260”) ~~total~~(formerly ofSFAS 7No. 128),~~168,685~~ ~~warrants~~the tocomputations ~~purchase common stock~~ of ~~the~~basic ~~Company~~loss toper ~~various~~share ~~shareholders~~of ~~and~~common ~~note~~stock ~~holders,~~are ~~and~~based inon ~~exchange,~~the ~~these~~weighted ~~shareholders~~average ~~and~~number ~~note holders~~ of ~~DeFi~~common ~~agreed~~shares tooutstanding ~~cancel~~during ~~their~~the ~~existing~~period ~~DeFi~~of ~~warrants. The warrants issued by~~ the ~~Company~~consolidated tofinancial ~~these individuals have a two-year term, and are exercisable at $0~~statements.~~10 per share.~~

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-6-dilutive.

~~Item~~Following 2.is ~~Management's~~a ~~Discussion~~reconciliation ~~and~~of ~~Analysis~~the orloss ~~Plan~~per ofshare ~~Operation.~~for the three months ended March 31, 2010:

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.-7-

~~Risk~~Net ~~Factors~~(loss) ~~and~~available ~~Cautionary Statements~~to

~~Forward-looking~~ common statements in this report are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The Company wishes to advise readers that actual results may differ substantially from such forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements, including, but not limited to, the following: the ability of the Company to raise additional capital on reasonable terms through the private placement of debt and/or equity,, uncertainties and assumptions relating to our operations, results of operations, competitive factors, shifts in market demand and other risks and uncertainties, including those detailed in this and other report filings with the Securities and Exchange Commission.shareholders

For this purpose, any statements that are not statements of historical fact maybe deemed to be forward-looking statements, including the statements under Management's Discussion and Analysis of Financial Condition and Results of Operations regarding our strategy, future operations, future expectations or future estimates, financial position and objectives of management. Those statements in this Form 10-Q/A containing the words believes, anticipates, plans, expects and similar expressions constitute forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and are subject to a number of risks, uncertainties and assumptions relating to our operations, results of operations, competitive factors, shifts in market demand and other risks and uncertainies. We assume no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.$

~~Overview~~(986,034) ~~and Plan of Operation~~

~~You~~Weighted ~~should~~average read the following discussion in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2009, its Form 8 K filed in October of 2009, and other filed reports. The consolidated financial statements and related footnotes included herein include the financial statements of Lion Capital Holdings, Inc. Lion Capital Holdings, Inc. (the Issuer or Company or LCHI) was organized under the laws of the State of Delaware in 1999. LCHI has two subsidiaries, Capital Cable and Wire, Inc., dba Austin Cable and Wire, which was incorporated in 1997as a Texas corporation, and, as of October, 2009, DeFi Mobile, Ltd., a early stage telecommunications company.shares

~~Austin Cable was acquired by LCHI in 1999 through the sale of a controlling block of its stock~~114, ~~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~~400, ~~and conducts limited business operations.~~285

OnBasic ~~March~~and ~~27,~~fully ~~2009,~~diluted ~~Lion~~loss ~~Capital~~per ~~entered~~share ~~into an irrevocable letter of intent to acquire 100% of DeFi Mobile Ltd, a privately held telecommunications company. The Company completed the transaction on October 21, 2009.~~ (based

~~-7-~~ on weighted average shares)

~~GOING CONCERN~~$

As shown in the accompanying unaudited consolidated financial statements, the Company incurred a net loss of $194,726 during the nine month period ended September 30, 2009 and, as of that date, the Company’s current and total liabilities exceeded its current assets by $2,007,182 These factors, as well as the uncertain conditions that the Company faces relative to capital raising activities, create an uncertainty as to the Company’s ability to continue as a going concern(0. The Company is seeking to raise additional capital through private placement offerings of equity and/or debt. The Company is also targeting strategic partners in an effort to develop revenues, and is contemplating strategic acquisitions that could generate additional revenues. There is no assurance that the Company will be able to obtain additional capital, or obtain such capital on commercially reasonable terms, or that it will be successful in locating and consummating strategic acquisitions. The ability of the Company to continue as a going concern is dependent upon the success of capital offerings or alternative financing arrangements and expansion of its operations. The unaudited consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. As of September 30, 2009, the Company had cash and cash equivalents of $1,624. The Company will require additional funding during the next twelve months to finance the growth of its current operations and achieve its strategic objectives. 01)

~~RESULTS~~NOTE OF6 ~~OPERATIONS~~- INCOME TAXES

~~Revenues~~The ~~for~~Company ~~the~~accounts ~~three~~for ~~months~~income ~~period~~taxes ~~ended~~pursuant ~~September~~to ~~30,~~ASC ~~2009 were $0~~740, ~~compared~~Income toTaxes ~~revenues~~(“ASC of740”) ~~$30,000~~(formerly ~~for~~SFAS ~~the~~No. ~~same~~109). Under ~~period~~this ~~ended~~accounting ~~September 30~~standard, ~~2008. Revenues~~deferred ~~for~~tax ~~the~~assets ~~nine~~and ~~months~~liabilities ~~period~~are ~~ended~~determined ~~September~~based ~~30,~~on ~~2009~~temporary ~~were~~differences ~~$0,~~between asthe ~~compared~~bases toof ~~$30,000~~certain ~~for~~assets ~~the~~and ~~nine~~liabilities ~~months~~for ~~period~~income ~~ended~~tax ~~September~~and ~~30,~~financial ~~2008~~reporting purposes. The ~~Revenues~~deferred ~~are~~tax ~~generally~~assets ~~earned~~and ~~during~~liabilities ~~the~~are ~~second~~classified ~~half~~according ofto the ~~year. The~~financial ~~company~~statement inclassification ~~2008~~of ~~was~~the ~~earning~~assets ~~revenues~~and ~~from~~liabilities ~~various~~generating ~~consulting~~the ~~fees~~differences. ~~Since~~ ~~2009~~The itCompany ~~has~~maintains ~~concentrated~~a onvaluation ~~acquisitions~~allowance ~~and~~with ~~has~~respect noto ~~longer~~deferred ~~focused~~tax ~~on generating these consulting fees~~assets.

~~General~~ASC ~~and~~740 ~~administrative~~requires ~~costs~~a ~~for~~company ~~the~~to ~~three~~determine ~~months~~whether ~~period~~it ~~ended~~is ~~September~~more ~~30,~~likely ~~2009~~than ~~were~~not ~~$69,006~~that ~~compared~~a totax ~~$42,627~~position ~~for~~will ~~the~~be ~~same~~sustained ~~period~~upon ~~ended~~examination ~~September~~based ~~30,~~upon ~~2008.~~the ~~General~~technical ~~and~~merits ~~administrative~~of ~~costs~~the ~~for~~position. If the ~~nine~~more-likely-than-not ~~months~~threshold ~~period~~is ~~ended~~met, ~~September~~a ~~30,~~company ~~2009~~must ~~were~~measure ~~$125,302~~the ~~compared~~tax position to ~~$106,005~~determine ~~for~~the amount to recognize in the ~~same~~consolidated ~~period~~financial ~~ended~~statements. ~~September~~As 30a result of the implementation of ASC 740, ~~2008.~~the ~~General~~Company performed a review of its material tax positions in accordance with and ~~administrative~~measurement ~~costs~~standards ~~were~~established ~~higher~~by ~~due~~ASC to740. ~~costs~~At ~~related~~the toadoption ~~consummation~~date of ~~the~~January ~~DeFi~~1, ~~Mobile~~2007, ~~Ltd~~the Company had no unrecognized tax benefit which would affect the effective tax rate if recognized. ~~acquisition,~~There ~~completed~~has been no significant change in ~~October~~the ofunrecognized ~~2009~~tax benefit through March 31, 2010. The Company also estimates that the unrecognized tax benefit will not change significantly within the next twelve months.

~~Depreciation~~The ~~for~~Company establishes a valuation allowance based upon the ~~three~~potential ~~months~~likelihood ~~ended~~of ~~September~~realizing ~~30,~~the ~~2009~~deferred ~~was~~tax ~~$163,~~asset ~~compared~~and totaking ~~$81~~into consideration the Company’s financial position and results of operations for the ~~same~~current period. Future ~~ended~~realization ~~September~~of ~~30,~~the ~~2008.~~deferred ~~Depreciation~~tax ~~for~~benefit depends on the ~~nine~~existence ~~months~~of ~~ended~~sufficient taxable income within the carryforward period under the Federal tax laws.

~~September~~Changes 30in circumstances, ~~2009~~such ~~was~~as ~~$489~~the Company generating taxable income, ~~compared~~could tocause ~~$81~~a ~~for~~change in judgment about the ~~same~~realizability ~~period~~of ~~ended~~the ~~September~~related ~~30,~~deferred ~~2008~~tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

~~Net~~There ~~Losses~~are ~~for~~no ~~the~~tax ~~three~~positions ~~months~~included ~~ended~~in ~~September~~the ~~30,~~accompanying ~~2009~~consolidated ~~were~~financial ~~$75,198~~statements ~~compared~~at toMarch ~~net losses of $36~~31,~~025~~ ~~for~~2010 ~~the~~or ~~same~~December ~~period ended September 30~~31, ~~2008. Net losses for the nine months period ended September 30,~~ 2009 ~~were $194,726, as compared to $159,019~~ for which the ~~nine~~ultimate ~~months~~deductibility ~~period~~is ~~ended~~highly ~~September~~certain ~~30,~~but ~~2008. The net losses are primarily attributable to general and administrative expenses as well as interest expenses totaling $64,009 and $78,007~~ for ~~the~~which ~~nine~~there ~~months~~is ~~ending~~uncertainty ~~September~~about ~~30, 2009 and 2008 respectively. General and administrative expenses include financing costs, accounting costs, consulting fees, leases, employment costs, professional fees, and costs associated with~~ the ~~preparation~~timing of ~~disclosure~~such ~~documentation~~deductibility. ~~Interest~~ ~~expense~~Because ~~going~~of ~~forward has been reduced by~~ the ~~conversion~~impact ~~in October~~ of ~~2009~~deferred oftax ~~$297~~accounting,~~035~~ inother ~~debt~~than ~~and accrued~~ interest ~~owed~~and ~~to Lion Note holders into a total of 28~~penalties,~~829,413~~ ~~restricted~~the ~~shares~~disallowance of the ~~Company’s~~shorter ~~common~~deductibility ~~stock,~~period ~~and~~would ~~the~~not ~~conversion~~affect ofthe ~~$3,952,485~~annual ineffective ~~DeFi~~tax ~~Mobile~~rate ~~debt~~but ~~and~~would ~~accrued~~accelerate ~~interest~~the ~~into~~payment aof ~~total~~cash ofto ~~56,660,154 restricted~~the ~~shares~~taxing ofauthority ~~the~~to ~~Company’s~~an ~~common~~earlier ~~stock~~period.

~~The~~As the Company ~~expects~~has tosignificant ~~continue~~net tooperating ~~incur~~loss ~~losses~~carry ~~through~~forwards, ~~the~~even ~~fiscal~~if ~~year~~certain ~~ended~~of ~~2009~~the ~~and~~Company’s ~~thereafter,~~tax ~~until~~positions were disallowed, it is ~~able~~not toforeseen ~~generate~~that ~~revenues~~the ~~from~~Company ~~operations~~would ~~sufficient~~have to ~~cover~~pay ~~its~~any ~~expenses. There~~taxes noin ~~certainty~~the ~~when~~near ~~or if this will occur~~future. Consequently, ~~but management is optimistic that within~~ the ~~next 12-24 months the~~ Company ~~will~~does benot ~~able~~calculate tothe ~~establish~~impact ~~operations~~of ~~sufficient~~interest toor ~~place~~penalties iton inamounts athat ~~positive~~might ~~cash~~be ~~flow position~~disallowed.

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

~~The~~From inception through December 31, 2009, the Company ~~has~~had aincurred ~~prospective~~net ~~income~~losses and, therefore, had no tax ~~benefit~~liability. The ~~resulting~~net ~~from~~deferred atax asset generated by the loss carryforward has been fully reserved. The cumulative net operating loss carryforward ~~and~~is ~~start~~approximately up$9,000,000 ~~costs~~at ~~that~~December ~~could~~31, ~~offset~~2009, ~~any~~and ~~future~~will ~~operating~~expire ~~profit~~in the years 2028 through 2029.

NOTE 7 -8- SUBSEQUENT EVENTS

~~Impact~~The ofCompany ~~Inflation~~has determined that there are no material subsequent events that materially affect the financial statements presented herein.

~~The Company believes that inflation has had a negligible effect on operations over the past three years.~~-8-

~~Capital~~ITEM ~~Expenditures~~2.

~~The~~MANAGEMENT’S ~~Company~~DISCUSSION ~~expended~~AND ~~$0 on capital equipment for the three months to September 30, 2009.~~ANALYSIS

~~Liquidity~~The following is management's discussion and ~~Capital~~analysis ~~Resources~~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.

~~The~~Forward ~~Company,~~Looking ~~since inception, has experienced significant changes in liquidity, capital resources, and stockholders’ equity.~~Statements

AsInformation ofincluded ~~September~~or ~~30,~~incorporated ~~2009,~~by ~~the~~reference ~~Company~~in ~~had~~this ~~current~~Form 10-Q ~~assets~~may ~~totaling~~contain ~~$1,624~~forward-looking ~~and~~statements. aThis ~~working~~information ~~capital~~may ~~deficit~~involve ofknown $2and unknown risks,~~007,182.~~ ~~Our~~uncertainties ~~assets~~and ~~consisted~~other offactors, ~~cash~~which onmay ~~hand~~cause ofour $1actual results,~~624~~ ~~and~~performance ~~property~~or ~~and~~achievements ~~equipment~~to ofbe ~~$3,835,~~materially ~~totaling~~different ~~$5,459.~~from ~~Current~~the ~~liabilities~~future ~~totaled $2~~results,~~008,806,~~ ~~which~~performance ~~consisted~~or ofachievements ~~accounts~~expressed ~~payable~~or ofimplied ~~$9,995,~~by ~~amounts~~any ~~due~~forward-looking tostatements. ~~shareholders~~Forward-looking ~~and~~statements, ~~related~~which ~~parties~~involve ofassumptions ~~$85,548,~~and ~~convertible~~describe ~~notes~~our ~~payable~~future toplans, ~~related~~strategies ~~parties~~and ~~of $195~~expectations,~~500,~~ ~~accrued~~are ~~interest~~generally onidentifiable ~~convertible~~by ~~notes~~use of ~~$15.987~~the ~~and~~words ~~net~~“may,” ~~liabilities~~“will,” of“should,” ~~discontinued~~“expect,” ~~operations~~“anticipate,” of“estimate,” $1“believe,~~701,776.~~” ~~Net~~“intend” ~~stockholders’~~or ~~deficit~~“project” inor the ~~Company~~negative ~~was~~of ~~$2,003,347~~these atwords ~~September~~or ~~30,~~other ~~2009~~variations on these words or comparable terminology.

~~Cash~~Forward-looking ~~flow~~statements ~~used~~include, inwithout ~~operating~~limitation, ~~activities~~our ~~for~~ability ~~the~~to ~~nine~~increase ~~months~~income ~~period~~streams, ~~ended~~to ~~September~~grow ~~30,~~revenue ~~2009~~and ~~was $124~~earnings,~~514~~ asand ~~compared~~ to ~~$106,473~~obtain inadditional ~~cash~~revenue ~~flow~~streams. ~~used~~Actual inresults ~~operating~~could ~~activities~~differ ~~for~~materially ~~the~~from ~~nine~~those ~~months~~projected ~~period~~in ~~ended~~the ~~September~~forward-looking ~~30,~~statements ~~2008.~~as ~~The~~a ~~cash~~result ~~flow~~of ~~used~~a innumber ~~operating~~of ~~activities~~risks inand ~~the~~uncertainties. ~~current~~These ~~three~~risks ~~months~~and ~~period~~uncertainties ~~was~~include, ~~due~~but ~~primarily~~are tonot ~~net~~limited ~~losses.~~to:

~~Cash~~Whether ~~flow~~we ~~used~~will incontinue ~~investing activities for the nine months period ended September 30, 2009 was $0~~ as ~~compared~~a togoing ~~$4,569 for the nine months period ended September 30, 2008.~~concern;

~~Cash~~Whether ~~flow~~we ~~provided~~will bydevelop financing activities for the nine months period ended September 30, 2009 was $117,997 as compared to $85,000 for the nine months period ended September 30, 2008. Cash flow provided by financing activities in the current three months period was due to proceeds from convertible loans of $15,000 and athen ~~selling~~increase ofrevenues ~~Common~~within ~~Stock~~our ~~which raised net proceeds of $49.997~~business;

~~The~~Whether ~~Company’s~~we ~~current assets are insufficient to conduct its intended plan of operation over the next twelve (12) months and it~~ will ~~have to realize debt or equity financing to fund its operations. We have no current commitments or arrangements with respect to funding or immediate sources of funding. Further, no assurances can~~ be ~~given~~successful ~~that~~in ~~funding~~achieving ~~would be available or available to us on acceptable terms. Therefore,~~ our ~~stockholders~~goals ~~would~~of bediversifying ~~the~~revenue ~~most~~streams ~~likely~~and ~~source~~working oftowards ~~new~~profitability ~~funding~~through in the ~~form~~acquisition of ~~loans~~as oryet ~~equity~~unspecified ~~placements~~additional though none have made any commitment for future investment and we have no agreement formal or otherwise. Our inability to obtain funding would have a material adverse affect on our plan of operation.acquisitions;

~~-9-~~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 ~~had~~past noperformance ~~formal~~is ~~long~~not ~~term~~necessarily ~~lines~~indicative orof ~~credit~~its orfuture ~~other~~performance. ~~bank~~The ~~financing~~Company ~~arrangements~~does asnot ofundertake, ~~September~~and 30the Company specifically disclaims any obligation, ~~2009~~to update any forward-looking statements to reflect occurrences, developments, events or circumstances after the date of such statement.

~~The~~RECENT ~~Company does not expect to pay cash dividends in the foreseeable future.~~DEVELOPMENTS

~~The~~DeFi ~~Company~~continues ~~has~~to nodevelop ~~defined~~business ~~benefit~~to ~~plan~~business orand ~~contractual~~business ~~commitment~~to ~~with~~consumer ~~any~~applications offor ~~its~~enterprise ~~officers~~businesses. These ordevelopment ~~directors~~efforts are empowered by the hosted application services network that DeFi has already commercially deployed.

~~The~~DeFi ~~Company~~completed phase one of the development project with Royal Caribbean Cruise Line (“RCCL”) and has nosuccessfully ~~current~~deployed ~~plans~~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 ~~any~~other ~~significant~~ships ~~purchase~~in orthe ~~sale~~fleet, including the sister ship to the Oasis, the Allure of ~~any~~the ~~plant~~Seas. orThe ~~equipment~~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.

~~The~~Management ~~Company~~is ~~has~~in nodiscussions ~~current~~with ~~plans~~certain tovenue ~~make~~operators ~~any~~and ~~changes~~other businesses that are interested in developing branded mobile applications for their respective business while using the ~~number~~tools ofand ~~employees~~services provided and powered by DeFi’s technology platform.

~~Off~~SUMMARY ~~Balance~~AND ~~Sheet~~OUTLOOK ~~Arrangements~~OF THE BUSINESS

AsDeFi, ofthrough ~~September~~its 30Mobile Subsidiary, ~~2009~~has architected, webuilt ~~have~~and nodeployed, ~~significant~~a ~~off-balance~~Large ~~sheet~~IP ~~arrangements~~Network infrastructure that ~~have~~can orhost, ~~are~~support ~~reasonably~~and ~~likely~~deliver toApplications ~~have~~and aServices ~~current~~including orvoice, ~~future~~video, ~~effect~~gaming, onmulti-media, ~~our~~and ~~financial~~digital ~~condition,~~content ~~changes~~over inthe ~~financial~~internet ~~condition~~to hot spots, ~~revenues~~desktop orcomputers ~~expenses,~~and ~~results~~all manner of ~~operations,~~handheld ~~liquidity,~~devices. ~~capital~~Called ~~expenditures~~the “DeFi Global Network”, orthis ~~capital~~Network ~~resources~~can ~~that~~provide isglobal ~~material~~mobile broadband service at speed comparable to ~~stockholders~~fixed wire broadband for multiple mobile Internet access devices, or IADs.

~~Critical Accounting Policies~~-9-

~~In the notes to the audited financial statements for the year ended December 31, 2008, included in the Company’s Form 10~~Wi-K, the Company discusses those accounting policies that are considered to be significant in determining the results of operations and our financial position. The Company believes that the accounting principles utilized by us conform to accounting principles generally accepted in the United States of America.Fi

~~The~~Connections ~~preparation of financial statements requires management~~ to ~~make~~the ~~significant~~Company’s ~~estimates~~Network ~~and~~rely ~~judgments~~on ~~that~~Wi-Fi. Wi-Fi ~~affect~~is ~~the~~an ~~reported~~unlicensed ~~amounts~~spread of ~~assets,~~radio ~~liabilities,~~frequency ~~revenues~~that ~~and~~was ~~expenses.~~first Bymade ~~their~~available ~~nature,~~in ~~these~~the ~~judgments~~United ~~are~~States ~~subject~~by tothe anFederal ~~inherent~~Communications ~~degree~~Commission ofin ~~uncertainty~~1985. ~~On an on~~Wi-~~going~~Fi ~~basis,~~uses ~~the~~both ~~Company~~single ~~evaluates~~carrier ~~our~~direct-sequence ~~estimates,~~spread ~~including~~spectrum ~~those~~radio ~~related~~technology to(part ~~bad~~of ~~debts,~~the ~~inventories,~~larger ~~intangible~~family ~~assets,~~of ~~warranty~~spread ~~obligations,~~spectrum ~~product~~systems) ~~liability, revenue,~~ and ~~income~~multi-carrier ~~taxes.~~OFDM We(Orthogonal ~~base~~Frequency ~~our~~Division ~~estimates~~Multiplexing) onradio ~~historical~~based ~~experience~~technology, ~~and other facts and circumstances that are believed~~ to bepermit ~~reasonable, and~~ the ~~results~~interoperability ~~form the basis for making judgments about the carrying value~~ of ~~assets~~wireless ~~and~~local ~~liabilities.~~area ~~The~~Network ~~actual~~products, ~~results~~including ~~may differ from these estimates under different assumptions or conditions~~IADs.

The capabilities and unique characteristics of Wi-10Fi give DeFi the power to support through its Network, a very large array of innovative media-rich products and services.

~~Stock-Based~~The ~~Compensation~~DeFi Network

The ~~Company~~DeFi ~~has~~Network ~~adopted~~is amade ~~Pronouncement,~~up ~~Share-Based~~of ~~Payment,~~a ~~which~~leased ~~addresses~~data ~~the~~center ~~accounting~~facility ~~for stock-based payment transactions~~ in ~~which~~London, anUK, ~~enterprise~~where ~~receives employee services in exchange for (a) equity instruments of~~ the ~~enterprise~~company orowns ~~(b)~~and ~~liabilities~~operates ~~that~~networking ~~are~~infrastructure ~~based~~utilizing ~~on the fair value of the enterprise~~DeFi’s ~~equity~~own ~~instruments~~proprietary ~~or that may be settled by the issuance of such equity instruments. In January 2005~~software, ~~the~~codes ~~Securities~~ and ~~Exchange~~protocols, ~~Commission~~as ~~(SEC)~~well ~~issued~~as ~~Staff~~licensed ~~Accounting Bulletin (SAB) No. 107~~software, ~~which provides supplemental implementation guidance for this Pronouncement. This Pronouncement eliminates the ability~~ to ~~account~~operate ~~for stock-based compensation transactions using~~ the ~~intrinsic~~Network ~~value~~privately ~~method~~over ~~under~~an ~~Accounting~~Internet ~~Principles~~Protocol ~~Board~~ (~~APB~~IP) ~~Opinion No~~architecture. At ~~25,~~the ~~Accounting~~user ~~for~~end ~~Stock~~or ~~Issued~~endpoint toof ~~Employees, and instead generally requires that such transactions be accounted for using a fair-value-based method. We use~~ the ~~Black-Scholes-Merton~~network, ~~(“BSM”)~~DeFi ~~option-pricing~~has ~~model~~entered tointo ~~determine~~license ~~the~~arrangements ~~fair-value~~with ofvarious ~~stock-based~~providers ~~awards~~around ~~under~~ the ~~Pronouncement~~world, ~~consistent~~providing ~~with~~end ~~that~~to ~~used~~end ~~for~~services ~~pro~~to ~~forma~~and ~~disclosures~~from ~~under~~various ~~the~~hotspot ~~Pronouncement,~~locations ~~Accounting~~around ~~for Stock-Based Compensation. We have elected~~ the ~~modified~~ World.

~~prospective~~DeFi ~~transition~~leases ~~method~~its assecured ~~permitted~~data bycenter ~~this~~facility ~~Pronouncement~~in ~~and~~located ~~accordingly~~in ~~prior~~central ~~periods~~London, ~~have not been restated to reflect the impact of it~~England. The ~~modified~~facility ~~prospective~~also ~~transition~~provides ~~method requires that stock-based compensation expense be recorded for all new and unvested stock options~~power, ~~restricted~~cross ~~stock,~~connections ~~restricted~~with ~~stock~~other ~~units~~carriers, and ~~employee~~maintenance ~~stock~~and ~~purchase~~support ~~plan~~functions ~~shares that are ultimately expected to vest as the requisite service is rendered beginning on September 1, 2005, the first day of our fiscal year 2006. Stock-based compensation expense~~ for ~~awards granted prior to September 1, 2005 is based on~~ the ~~grant~~Network ~~date fair-value as determined under the pro forma provisions of the Pronouncement~~hardware, ~~Share-Based~~software ~~Compensation.~~and ~~Prior~~its ~~to the adoption of this Pronouncement, we measured compensation expense for our employee stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No~~operation. ~~25.~~

WeDeFi ~~applied~~licenses ~~the~~key ~~disclosure~~software ~~provisions~~from ofvarious ~~the~~mobile ~~Pronouncement,~~software ~~Accounting for Stock-Based Compensation – Transition and Disclosure~~developers, as if the fair-value-based method had been applied in measuring compensation expense. Under APB Opinion No. 25, when the exercise price of the Company’s employee stock options was equal to the market price of the underlying stock on the date of the grant, no compensation expense was recognized. We account for ~~equity~~integration ~~instruments issued in exchange for the receipt of goods or services from other than employees in accordance~~ with ~~this~~its ~~Pronouncement~~proprietary software and ~~the~~protocols, ~~conclusions reached by the Emerging Issues Task Force (“EITF”) in “Accounting~~ for ~~Equity~~use ~~Instruments~~to ~~That~~create ~~Are~~authentication ~~Issued~~ to ~~Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. Costs are measured at~~ the ~~estimated~~devices ~~fair~~and ~~market~~operate ~~value~~its ~~of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable~~Network. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services

~~Recent~~DeFi ~~Accounting~~licenses ~~Pronouncements~~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.

InTo ~~May 2009~~date, the ~~FASB~~DeFi ~~issued~~Network ahas ~~pronouncement,~~architected ~~“Subsequent~~and ~~Events”~~built its core service platform. ~~This~~It ~~pronouncement~~has ~~establishes~~operated the ~~general~~Network ~~standards~~in ofthe ~~accounting~~beta ~~for~~testing ~~and~~stage, ~~disclosure~~providing ofVoice ~~events~~communications ~~that~~between ~~occur~~end ~~after~~users around the ~~balance~~world, ~~sheet~~over ~~date~~the ~~but~~DeFi ~~before~~Global ~~financial~~Network. This ~~statements~~beta testing is currently providing real time services for free to end users who are ~~issued~~testing orthe ~~available~~service, providing feedback and helping to bedocument ~~issued. This~~and ~~pronouncement~~complete isthe ~~effective~~build out the FAQ’s for ~~interim~~the ~~and~~Network. ~~fiscal~~As ~~periods~~a ~~ending~~result, ~~after~~to ~~June~~date 15DeFi revenues have been nominal, ~~2009~~but DeFi hopes to shortly roll out commercial service on a full pay basis.

InThe ~~June~~Network ~~2009,~~is ~~the~~designed ~~FASB~~to ~~issued~~be ~~SFAS~~scalable ~~No.~~for ~~166,~~new ~~“Accounting~~and ~~for~~additional ~~Transfers~~volume, ofby ~~Financial~~adding ~~Assets~~more -software anlicenses ~~amendment~~and ofadditional ~~the~~core ~~pronouncement,~~network ~~“Accounting~~infrastructure. The ~~for~~Network ~~Transfers~~currently ~~and~~has ~~Servicing~~a ofcapacity ~~Financial~~to ~~Assets~~serve ~~and~~approximately ~~Extinguishments~~200,000 ofsimultaneous ~~Liabilities~~ users. ~~SFAS~~Its ~~166~~design ~~revises~~should ~~the~~permit ~~old~~it ~~pronouncement~~to ~~and~~scale ~~will~~in ~~require entities~~ to ~~provide~~the ~~more~~multi ~~information~~millions ~~about sales~~ of ~~securitized~~simultaneous ~~financial~~users. ~~assets~~The ~~and~~Network ~~similar~~does ~~transactions,~~not ~~particularly~~currently ifoperate ~~the~~at ~~seller~~a ~~retains~~profit, ~~some~~and ~~risk~~DeFi ~~with~~estimates ~~respect~~that toit ~~the~~will ~~assets.~~need ~~SFAS~~to ~~166~~obtain isin ~~effective~~the ~~for~~range ~~fiscal~~of ~~years~~from ~~beginning~~100,000 ~~after~~to ~~November 15~~150,000 ~~2009. The~~active ~~Company~~paying isservice ~~currently~~users ~~evaluating~~in ~~the~~order ~~impact~~to ~~that~~match ~~the~~operating ~~adoption~~expenses ofand ~~SFAS~~achieve ~~166~~positive ~~will~~cash ~~have on its consolidated financial statements~~flow.

DeFi’s business plan is to leverage the company’s innovative, carrier-11grade 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.

InDeFi ~~June~~plans ~~2009,~~to ~~the~~continue ~~FASB~~to ~~issued~~build, ~~SFAS~~and ~~No.~~maintain ~~167~~its ~~(“SFAS~~global ~~167”),~~carrier-grade ~~“Amendments~~Network to ~~FASB~~serve ~~Interpretation,~~the ~~“Consolidation~~needs of ~~Variable~~a ~~Interest~~wide ~~Entities””.~~variety ~~SFAS~~of ~~167~~services, ~~amends~~applications, ~~certain~~products ~~requirements~~and ofsolutions ~~FASB~~for ~~Interpretation~~multiple Nocustomers. Management ~~46(R)~~believes tothe ~~improve~~DeFi ~~financial~~Global ~~reporting~~Network byhas ~~companies~~the ~~involved~~potential ~~with variable interest entities and~~ to ~~provide~~empower ~~more~~customers ~~relevant~~ and ~~reliable~~partners ~~information to users~~ of ~~financial~~DeFi ~~statements.~~to ~~SFAS~~evolve ~~167~~beyond isthe ~~effective~~limitations ~~for~~of ~~fiscal~~older ~~years~~technologies ~~beginning~~and ~~after~~approaches ~~November~~to ~~15,~~networking ~~2009.~~that ~~The Company is~~ currently ~~evaluating~~exists in the ~~impact~~form ~~that~~of ~~the~~traditional ~~adoption~~Telecoms, ofcellular ~~SFAS~~networks, ~~167~~including ~~will~~3G, ~~have~~3.5G, onEDGE ~~its~~and ~~consolidated~~GPRS ~~financial~~communications ~~statements~~protocols.

InResults ~~June 2009, the FASB issued pronouncement, “The FASB Accounting Standards Codification and the Hierarchy~~ of ~~Generally~~Operations Accepted Accounting Principles” .This pronouncement replaces pronouncement, “The Hierarchy of Generally Accepted Accounting Principles.” This pronouncement identifies the sources of accounting principles and the framework for ~~selecting~~ the ~~principles~~Three-Months ~~used~~Ended inMarch ~~the preparation of financial statements. This pronouncement is effective for interim and fiscal periods ending after September 15~~31, ~~2009.~~2010

~~SUBSEQUENT~~For ~~EVENTS~~the –three ~~COMPLETED~~months ~~ACQUISITION~~ended OFMarch ~~DEFI~~31, ~~MOBILE~~2010, ~~LTD~~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.

On October 21, 2009, Lion Capital entered into and concurrently consummated a Share Exchange Agreement with DeFi Mobile, Ltd., a Delaware corporation, (“DeFi”), and certain shareholders of DeFi. Pursuant to a Share Exchange Agreement (the “Share Exchange”) as consummated, the Company acquired 100% of the outstanding capital stock of DeFi in exchange for 63,390,765 restricted shares of the Company’s common stock.-10-

AsDeFi ~~part~~remains offocused ~~the~~on ~~stock~~strategic ~~for~~growth ~~stock~~through ~~transaction,~~new ~~the~~contracts ~~Company~~for ~~also~~applications ~~issued~~which abundle ~~total~~our ofnetwork 7services,~~168,685~~ ~~warrants to acquire its common stock to 53 DeFi shareholders~~ and ~~note~~accretive ~~holders~~acquisition strategies, inwhich ~~exchange~~management ~~for~~hopes ~~their~~will ~~cancellation~~reduce ofor ~~existing~~eliminate ~~DeFi~~the ~~warrants. The~~losses ~~Company’s warrants have a 2 year term,~~ and ~~are~~negative ~~exercisable~~operating atcash $0flow.~~10 per share..~~

~~The~~Cost ~~common~~of ~~shares~~services ~~issued~~decreased toby ~~the~~approximately ~~DeFi~~55% ~~shareholders~~to $89,483, and ~~Note~~Gross ~~Holders~~Loss ~~are~~decreased ~~subject~~from (737%) of revenues to a(6,853%). 12The ~~month~~decrease ~~lock-up~~is ~~agreement,~~due (to the ~~“Lock-Up”)~~drop ~~beginning~~of ~~October~~revenue 8described above, ~~2009. Under~~although ~~the~~this ~~Lock~~decrease ~~Up,~~was ~~the~~offset ~~recipients~~by a lower cost of sales so the Company’s ~~shares~~was ~~may~~able ~~not~~to ~~sell~~actually ~~their~~improve ~~shares without~~ the ~~consent~~gross ofloss for the ~~Company. Under~~three ~~the~~months ~~terms~~ended ofMarch ~~the~~31, ~~stock~~2010 ~~for~~by ~~stock~~approximately ~~exchange~~$86,000 ~~the~~compared ~~DeFi~~to ~~shareholders~~the ~~are~~three ~~also~~months ~~given~~ended aMarch ~~right~~31, to2009. ~~participated~~The incompany ~~any~~anticipates ~~future~~that ~~financings~~through of the ~~Company~~growth toand ~~maintain~~expansion ~~their~~of ~~pro~~its ~~rata~~business, ~~ownership~~our ~~interests~~direct ~~under~~costs ~~certain~~should ~~circumstances~~decrease ~~for~~and aour 12gross ~~month~~margins ~~period~~increase.

~~DeFi~~Total ~~was~~operating ~~founded~~expenses asincreased aby ~~Delaware~~approximately ~~corporation~~$77,328, onor ~~November~~10.3% 22from the prior comparative period, ~~2006~~to $826,838. ~~under~~The Company’s focus on the ~~name~~engineering ~~“Telemoto~~and ~~Ltd.” The~~development ~~corporation~~work ~~changed~~needed ~~its~~for ~~name~~the RCCL contract led to ~~“DeFi~~an ~~Mobile~~approximate $190,000 ~~Ltd.”~~increase onto ~~October~~the ~~24,~~depreciation ~~2007. Since~~and ~~inception,~~amortization ~~DeFi,~~of ~~Inc~~the created assets for this line of business compared to the prior comparative period. ~~has~~As ~~been~~a anresult ~~application~~of ~~service~~these ~~provider~~activities, our net loss increased by $2,192, or ~~ASP.~~0% from the prior comparative period.

~~DeFi~~Liquidity ~~has architected, built~~ and ~~deployed~~Capital on a beta basis, 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 IADsResources

~~Concurrent~~We ~~with~~have ~~the~~experienced ~~consummation~~net losses of $986,034 and $983,842 for the ~~DeFi~~three ~~Mobile~~months ~~acquisition~~ended March 31, ~~the~~2010 ~~Company~~and ~~converted~~2009, arespectively. ~~total~~At ofMarch $331,~~620~~ 2010,~~155~~ we had $13,033 in ~~principle~~cash. Cash ~~amount~~flows offrom ~~outstanding~~operations ~~Company~~are ~~Notes,~~not currently sufficient to fund operations and ~~accrued~~corporate ~~interest~~expenses. ~~thereon,~~During ~~into~~the ~~56,660,154~~period ~~restricted~~we ~~shares~~increased ofour ~~its~~net ~~common~~notes ~~stock~~payable by approximately $495,000.

~~-12-~~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. .

~~RISK~~Since ~~FACTORS~~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.

~~Risks~~ITEM ~~Related~~3. toQUANTITATIVE ~~Our~~AND ~~Business~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK

WeDisclosure ~~Expect~~not Toapplicable ~~Continue~~to Tosmaller ~~Incur~~reporting ~~Losses and Experience Negative Cash Flow~~companies.

~~DeFi~~ITEM ~~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~~4T. ~~Our~~CONTROLS ~~business~~AND 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.PROCEDURES

WeEvaluation ~~Are~~of ~~Currently~~Disclosure ~~Dependent~~Controls onand ~~External Financing.~~Procedures

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.-11-

WeIt ~~Are~~is management's responsibility to establish and maintain adequate internal control over all financial reporting pursuant to Rule 13a-15 under the ~~Subject~~Securities OfExchange AAct ~~Going~~of ~~Concern~~1934 ~~Opinion~~(the By"Exchange Act"). Our ~~Independent~~management, ~~Auditors~~including ~~Who~~our ~~Have~~chief ~~Raised~~executive ~~Substantial~~officer ~~Doubt~~and Asour Tochief ~~Our~~financial ~~Ability~~officer, Tohave ~~Continue~~reviewed Asand Aevaluated ~~Going~~the ~~Concern~~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.

~~Our~~The ~~consolidated~~deficiency ~~financial~~in ~~statements~~our ~~have~~disclosure ~~been~~controls ~~prepared~~and ~~assuming~~procedures weis ~~will~~related ~~continue~~to as a ~~going~~lack ~~concern.~~of Wesegregation ~~have~~of ~~experienced~~duties ~~recurring~~due ~~net~~to ~~losses~~the ~~from~~size ~~operations,~~of ~~which~~the ~~losses~~accounting ~~have~~department ~~caused~~and athe ~~combined~~lack ~~accumulated~~of ~~deficit~~experienced ofaccountants ~~approximately~~due ~~$5,143,961~~to asthe oflimited ~~September~~financial ~~30,~~resources ~~2009.~~of Inthe ~~addition,~~Company. weWe ~~have~~seeking ato ~~combined~~hire ~~working~~an ~~capital~~accountant ~~Deficit~~in ofthe ~~approximately~~upcoming $2quarter,~~007,182~~ asand ofwe ~~September~~expect ~~30,~~his ~~2009~~services will enhance our disclosure controls. We ~~had~~are ~~combined~~actively ~~net~~seeking ~~losses~~additional financing to be able to afford to hire more accounting staff in an effort to remediate this lack of ~~$194,726~~segregation ~~and~~of duties.

~~$159,019~~Changes ~~for~~in ~~the~~Internal ~~nine~~Control ~~months~~over ~~ended~~Financial September 30, 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 unable to 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.Reporting

WeThere ~~May~~were ~~Not~~no Besignificant ~~Able~~changes toin ~~Generate~~the ~~Sales~~Company's internal controls over financial reporting or ~~Otherwise~~in ~~Successfully~~other ~~Implement~~factors ~~Our~~that ~~Business~~could ~~Plan~~significantly affect these internal controls subsequent to the date of their most recent evaluation, ~~Which~~including ~~Could~~any ~~Have~~corrective aactions ~~Significant~~with ~~Negative~~regard ~~Impact~~to onsignificant ~~Our~~deficiencies ~~Financial~~and ~~Condition~~material weaknesses.

~~Our~~PART ~~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~~II. If- ~~the~~OTHER products and services we offer are not favorably received in the market place 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.INFORMATION

~~One~~ITEM ~~or More Competitors May Develop Services and/or Gain Market Acceptance Before We Do~~1.

~~The~~LEGAL 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:PROCEEDINGS

~~· Complete, development and commence commercial operations of our global telecommunications Network,~~NONE

·ITEM 1A RISK FACTORS

~~· Identify,~~Risks ~~acquire~~Related ~~and~~to ~~integrate~~the ~~new~~Company’s ~~businesses and products into our network services, and~~Business

~~· Develop,~~We ~~market~~Expect ~~and~~To ~~sell~~Continue ~~our~~To ~~services~~Incur atLosses ~~prices~~ and ~~with~~Experience ~~profit~~Negative ~~margins~~Cash ~~which generate cash flows and profits~~Flow.

~~There~~DeFi ~~can~~currently beoperates noat ~~assurance~~a ~~that~~loss, weand Management anticipates the combined Company will behave ~~able~~operating losses and to ~~successfully~~record ~~execute~~net ~~any~~cash oroutflow ~~all~~in ~~elements~~the near term. Our business has not generated enough cash flow to fund the marketing and further development of our ~~strategy~~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.

~~The Market May Grow More Slowly Than~~ We ~~Expect~~Are OrCurrently ~~May~~Dependent ~~Experience~~on AExternal ~~Downturn~~Financing.

~~Growth~~Currently, inwe ~~demand~~are ~~for~~completely ~~and~~dependent ~~acceptance~~upon ofexternal ~~our~~financing ~~new~~to ~~network~~fund ~~service~~our operations. It is ~~highly~~imperative ~~uncertain.~~that Wewe ~~believe~~receive ~~that~~this ~~many~~external offinancing to implement our ~~potential~~business ~~customers~~plan and to finance ongoing operations. New capital may not be ~~fully~~available ~~aware~~and ofadequate ~~the~~funds ~~benefits~~may ofnot be sufficient for our ~~Network~~operations, and may ~~choose~~not tobe ~~acquire~~available ~~other~~when ~~services~~needed ~~from~~or ~~our~~on ~~competitors.~~terms Itacceptable isto ~~possible~~our ~~that~~management. ~~our~~Our ~~network~~failure ~~services~~to ~~may~~obtain ~~never~~adequate ~~achieve~~additional ~~market~~financing ~~acceptance.~~would Ifrequire ~~the~~us ~~market~~to ~~for~~delay, ~~our~~curtail ~~services~~or ~~does~~scale ~~not~~back ~~grow~~some or ~~grows~~all ~~more~~of ~~slowly~~our ~~than~~operations weand ~~currently~~would ~~anticipate,~~hinder our ~~business,~~ability ~~financial~~to ~~condition,~~implement ~~and~~our ~~operating~~business ~~results~~plan ~~would~~or becontinue ~~materially~~our ~~adversely affected~~business.

~~-14-~~We Received A Going Concern Opinion From Our Independent Auditors Due To Substantial Doubt As To Our Ability To Continue As A Going Concern.

~~The~~Our ~~Failure~~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 ~~Attract~~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 ~~Retain~~obtain ~~Key~~financing ~~Personnel~~to ~~Could~~meet ~~Adversely~~our ~~Affect~~working capital requirements, we would have to curtail our business sharply or cease operations altogether. Our ~~Business~~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

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, our President, Dave Thomas and our Chief Operating Officer Darren Williams, 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.-12-

~~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 restrictions to establish and protect our proprietary rights. We doMay ~~not~~Not ~~have~~Be ~~any~~Able 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~~Generate ~~same~~Sales ~~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~~Otherwise ~~our~~Successfully ~~intellectual~~Implement ~~property~~Our ~~rights~~Business ~~or if we fail to detect misappropriation of our proprietary rights~~Plan, ~~our~~Which ~~ability~~Could toHave ~~compete~~a ~~effectively~~Significant ~~could~~Negative beImpact ~~seriously~~on ~~impaired.~~Our ~~Any~~Financial ~~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~~Condition. 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~~Our ~~parties~~business ~~may~~plan ~~claim~~calls ~~that~~for wedevelopment, ~~are~~marketing ~~infringing~~and ~~their~~sale ~~intellectual~~of ~~property~~our ~~rights.~~services ~~Any~~on ~~claims~~our ~~made~~global ~~against~~Network usand ~~regarding~~perhaps ~~violation~~the acquisition of ~~patents~~companies orto ~~other~~accelerate ~~intellectual~~our ~~property~~development. ~~rights~~If ~~could~~the beproducts ~~expensive~~ and ~~time~~services ~~consuming~~we tooffer ~~resolve~~are ornot ~~defend,~~favorably ~~could~~received ~~divert~~in ~~our~~the ~~management~~marketplace and ~~key~~do ~~personnel~~not ~~from~~generate ~~our~~significant ~~business~~sales ~~operations~~ and ~~could~~revenues ~~require~~at usreasonable toprofit ~~modify~~margins orto ~~cease~~us, ~~marketing our services. At this time~~ we ~~have~~will ~~received~~not nobe ~~claims~~able ofto ~~infringement~~generate ~~from~~enough ~~third~~revenue ~~parties,~~to ~~nor~~achieve ~~have~~and wemaintain ~~otherwise~~profitability ~~become~~or ~~aware~~to ofcontinue ~~relevant~~our ~~patents~~operations or ~~other~~make ~~intellectual property rights of third parties that might lead to disputes~~acquisitions.

~~-15-~~One or More Competitors May Develop Services and/or Gain Market Acceptance Before We Do.

~~Economic~~The ~~Factors~~global ~~May~~mobile ~~Impact~~broadband ~~Customer~~market ~~Spending~~is Onintensely 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 ~~Services~~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:

~~Consumer~~(1) ~~and~~Complete ~~commercial~~development ~~spending on technology services is questionable~~ and ~~can~~commence ~~fluctuate with changes in economic conditions. Shifts in~~ commercial ~~and/or~~operations ~~consumer spending habits or loss~~ of ~~disposable~~our ~~income~~global ~~due~~telecommunications ~~to adverse economic~~Network, ~~political or other financial conditions could have a profound negative impact on our business.~~

~~Risks~~(2) ~~Relating~~Identify, toacquire ~~Our~~and ~~Organization~~integrate new businesses and ~~Our~~products ~~Common~~into ~~Stock~~our network services, and

~~Our~~(3) ~~Stock~~Develop, ~~Price~~market ~~May~~and Besell ~~Volatile~~our services at prices and with profit margins which generate cash flows and profits.

~~The~~There ~~market~~can ~~price~~be ofno ~~our~~assurance ~~common~~that ~~stock~~we iswill ~~likely to~~ be ~~highly~~able ~~volatile~~to ~~and~~successfully ~~could~~execute ~~fluctuate~~any ~~widely~~or inall ~~price~~elements ~~in response to various factors, many~~ of ~~which are beyond~~ our ~~control,~~strategy. ~~including the following among other factors:~~

•The ~~changes~~Market inMay ~~our~~Grow ~~industry;~~More •Slowly ~~competitive~~Than ~~pricing~~We ~~pressures;~~Expect •Or ~~our~~May ~~ability~~Experience toA ~~obtain~~Downturn. working capital financing; • additions or departures of key personnel; • 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; • sales of our common stock (particularly after expiration of the LockUp agreement executed by the former DeFi shareholders; • regulatory developments; • economic and other external factors; • period-to-period fluctuations in our financial results

InGrowth ~~addition,~~in ~~the~~demand ~~securities~~for ~~markets~~and ~~have~~acceptance ~~from~~of ~~time~~our tonew ~~time~~network ~~experienced~~service ~~significant~~is ~~price~~highly ~~and~~uncertain. ~~volume~~We ~~fluctuations~~believe that ~~are~~many ~~unrelated~~of toour ~~the~~potential ~~operating~~customers ~~performance~~may not be fully aware of ~~particular~~the ~~companies~~benefits of our Network, and may choose to acquire other services from our competitors. ~~These~~It ~~market~~is ~~fluctuations~~possible that our network services may ~~also~~never ~~materially~~achieve ~~and~~market ~~adversely~~acceptance. ~~affect~~If the market ~~price~~for ofour services does not grow or grows more slowly than we currently anticipate, our ~~common~~business, ~~stock~~financial condition, and operating results would be materially adversely affected.

~~-16-~~The Failure to Attract and Retain Key Personnel Could Adversely Affect Our Business.

WeThe ~~Have~~Company ~~Not~~realizes ~~Paid~~that ~~Dividends~~new Insources ~~The~~of ~~Past~~talent/personnel ~~And~~will Dobe ~~Not~~needed ~~Expect~~to Topromote ~~Pay~~growth ~~Dividend~~and Infoster ~~The~~shareholder ~~Foreseeable~~value. ~~Future~~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. ~~Any~~Currently ~~Return~~we Ondepend ~~Investment~~to ~~May~~a Besignificant ~~Limited~~extent Toupon ~~The~~the ~~Value~~continuing Ofservices 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 ~~Common~~business ~~Stock~~could suffer if we were unable to retain our current senior management, or unable to attract and retain additional highly skilled personnel.

We ~~have~~Cannot ~~never~~Assure ~~paid~~That ~~cash~~Our ~~dividends~~Measures onTo ~~our~~Protect ~~common~~Our ~~stock~~Proprietary ~~and~~Technology doAnd ~~not~~Other ~~anticipate~~Intellectual ~~doing~~Property soRights inAre ~~the foreseeable future~~Adequate. 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.

~~There~~The Issuccess ~~Currently~~of ~~Very~~the ~~Little~~DeFi ~~Liquidity~~Global InNetwork ~~Our~~depends ~~Trading~~to ~~Market~~a ~~For~~significant ~~Our~~degree ~~Common~~on ~~Stock~~our ~~And~~proprietary Wetechnology ~~Cannot~~and ~~Assure~~other ~~Liquidity~~intellectual ~~Will~~property. ~~Develop~~Currently, Inwe ~~The~~rely ~~Future.~~on a combination of copyrights, trademarks, trade secrets, confidentiality agreements and other contractual

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 OTC Bulletin Board for any reason, the trading price of our common stock could suffer and the trading market for our common stock might become be more illiquid and our common stock price might be subject to increased volatility. Furthermore, for companies whose securities are quoted on the OTC Bulletin Board, 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.-13-

~~Our~~restrictions ~~Common~~to ~~Stock~~establish ~~Will~~and Beprotect ~~Deemed~~our Aproprietary ~~“Penny~~rights. ~~Stock~~We do not have any patents. These measures,” ~~Which~~however, ~~Will~~afford ~~Make~~only itlimited ~~More~~protection ~~Difficult~~and ~~For~~may ~~Our~~not ~~Investors~~prevent Tothird ~~Sell~~parties ~~Their~~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.

~~Our~~Third ~~common~~parties ~~stock~~may ~~will~~claim bethat ~~deemed,~~we atare ~~least~~infringing ~~initially,~~their ~~subject~~intellectual toproperty ~~the~~rights. ~~“penny~~Any ~~stock”~~claims ~~rules~~made ~~adopted~~against ~~under~~us ~~Section~~regarding ~~15(g)~~violation of ~~the~~patents ~~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~~intellectual ~~securities~~property ~~exchange~~rights ~~and~~could ~~which~~be ~~trade~~expensive atand ~~less~~time ~~than~~consuming ~~$4.00~~to ~~per~~resolve ~~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~~defend,~~000,000~~ ~~($2,000,000~~could ifdivert ~~the~~our ~~company~~management 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~~key ~~investors~~personnel ~~with~~from ~~certain~~our ~~information~~business ~~concerning~~operations ~~trading in the security, including a risk disclosure document~~ and ~~quote~~could ~~information~~require ~~under~~us ~~certain circumstances. Many brokers have decided not~~ to ~~trade~~modify ~~penny~~or ~~stocks~~cease ~~because~~marketing ofour ~~the requirements of the penny stock rules~~services. At ~~The~~this ~~number~~time ~~of broker-dealers willing to act as market makers in such penny stocks is also limited. If~~ we ~~remain~~have ~~subject~~received tono ~~the~~claims ~~penny~~of ~~stock~~infringement ~~rules~~from ~~for~~third ~~any significant period~~parties, itnor ~~could~~ have anwe ~~adverse~~otherwise ~~effect~~become onaware ~~the~~of ~~market,~~relevant ifpatents ~~any,~~or ~~for~~other ~~our~~intellectual ~~securities.~~property Ifrights ~~our~~of ~~securities~~third ~~are~~parties ~~subject~~that tomight ~~the~~lead ~~penny stock rules, investors will find it more difficult~~ to ~~dispose of our securities~~disputes.

~~Because~~Economic AFactors ~~Significant~~May ~~Portion~~Impact OfCustomer ~~Our~~Spending ~~Stock~~On ~~Ownership~~our ~~is Concentrated in A Small Number of Stockholder Officers and Directors, They Can Exert Significant Control Over Our Business and Affairs~~Services.

~~Our~~Consumer ~~Chief Executive officer, Jeff Rice,~~ and ~~our~~commercial ~~former~~spending ~~Chief~~on ~~Executive~~technology ~~Officer,~~services ~~Tim~~is ~~Page,~~questionable ~~each~~and ~~own~~can orfluctuate ~~control~~with achanges ~~significant~~in ~~percentage~~economic ~~of our common stock~~conditions. ~~Immediately~~Shifts ~~following~~in ~~the~~commercial ~~Share Exchange, Jeff Rice may be deemed to own 4.70% of our outstanding shares,~~ and/or ~~Tim~~consumer ~~Page~~spending ~~and~~habits ~~his~~or ~~family~~loss ~~may be deemed to own 23.99%~~ of ~~our~~disposable ~~outstanding~~income ~~shares.~~due ~~Our directors and executive officers and former executive officers as a group may be deemed beneficially~~ to ~~own~~adverse ~~an aggregate of approximately 37~~economic,~~833,440~~ ~~shares~~political of our common stock, approximately 31.5% 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~~financial ofconditions ~~exercise~~could ~~rights~~have ~~under~~a ~~any options~~profound ornegative ~~warrants~~impact ~~they~~on ~~may in the future be granted. The interests of such persons may differ from the interests of~~ our ~~other stockholders~~business. 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:

•Risks toRelating ~~elect or defeat the election of our directors; •~~ to ~~amend~~Our orOrganization ~~prevent amendment of our Certificate of Incorporation or By-laws; • to effect or prevent a merger, sale of assets or other corporate transaction;~~ and •Our toCommon ~~control the outcome of any other matter submitted to our stockholders for vote~~Stock

~~Such~~Our ~~persons’~~Stock ~~stock~~Price ~~ownership~~May ~~may~~Be 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 priceVolatile.

~~-17-~~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:

~~Forward-Looking Statements~~(1)

~~THE~~changes ~~FOLLOWING~~in ~~PRESENTATION~~our OFindustry; OUR MANAGEMENT'S DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED ELSEWHERE IN THIS REPORT. OUR CONSOLIDATED FINANCIAL STATEMENTS AND THE FINANCIAL DATA INCLUDED IN THIS CURRENT REPORT REFLECT OUR ACQUISITION OF DEFI MOBILE, LTD AND HAVE BEEN PREPARED AS IF OUR CURRENT CORPORATE STRUCTURE HAD BEEN IN PLACE THROUGHOUT THE RELEVANT PERIODS.

~~A Note about Forward-Looking Statements:~~(2)

~~This Report~~competitive onpricing ~~Form~~pressures; 10-Q and 8K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on current management's expectations. Statements that are not historical facts are identified as “forward-looking statements”. The words “estimate,” “project,” “intend,” “expect,” “believe,” “plan,” and similar expressions, particularly when used in the “future tense”, are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. These forward-looking statements are necessarily estimates, reflecting the best judgment of senior management that rely on a number of assumptions concerning future events, many of which are outside of the Company’s control, and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements.

These uncertainties, among others, include the success of the Company in obtaining sufficient equity and debt capital on commercially reasonable terms to carry out its business plan, whether its services will find acceptance in the market place and generate significant sales and profits, the status of US and World economies, and various other factors. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements. You should not unduly rely on these forward-looking statements, which speak only as of the date of this Report. Except as required by law, we are not obligated to release publicly any revisions to these forward-looking statements to reflect events or circumstances occurring after the date of this Report or to reflect the occurrence of unanticipated events.(3)

~~PART~~our ~~II.~~ability -to ~~OTHER~~obtain ~~INFORMATION~~working capital financing;

~~ITEM 1. LEGAL PROCEEDINGS~~(4)

Inadditions ~~July~~or ~~2006,~~departures ~~Lion Capital was again involved in a law suit brought against Lion Capital by 3Dicon, Inc vs. Andrew Stack et al. As~~ of ~~this~~key filing the case is still open and has not reached trial. Lion Capital was not part of this transaction involving Andrew Stack and 3Dicon and management believes the action is without merit, as to its claims against the Company.personnel;

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~(5)

~~During~~limited ~~August~~“public offloat” ~~2009,~~in the ~~Company~~hands ~~privately~~of ~~issued~~a ~~714,285~~small ~~shares~~number of ~~its~~persons ~~common~~whose ~~stock to~~sales ~~certain accredited~~or ~~investors~~lack ~~for cash at a price~~ of ~~$0.07~~sales ~~per~~could ~~share,~~result ~~for~~in ~~total~~positive ~~cash~~or ~~proceeds~~negative ofpricing ~~$49,997~~pressure ~~to the Company. The Company relied~~ on the ~~exemption~~market ~~from~~price ~~registration~~for ~~provided~~our bycommon ~~Section~~stock; ~~4(2) of the Securities Act of 1933.~~

Subsequent to the close of the Company's fiscal quarter, the Company acquired DeFi Mobile, Ltd. by way of a private stock for stock exchange, concurrently converted certain outstanding note obligations of DeFi Mobile. Ltd and certain outstanding note obligations of the Company into common stock, and issued Company warrants in exchange for outstanding DeFi Mobile, Ltc warrants, in each case relying on the exemption from registration provided by Section 4(26) ~~of the Securities Act of 1933. See our Form 8-k Filed on October 21, 2009, which is hereby incorporated herein by reference.~~

~~ITEM~~sales 3.of ~~DEFAULTS~~our ~~UPON~~common ~~SENIOR~~stock ~~SECURITIES~~(particularly after expiration of the LockUp agreement executed by the former DeFi shareholders;

~~NONE~~ (7)

~~ITEM~~regulatory 4.developments; ~~SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS~~

~~NONE~~(8)

~~-18-~~economic and other external factors;

~~ITEM 5. OTHER INFORMATION~~(9)

~~NONE~~ 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.

-14-

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.

-15-

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.

~~(d) Exhibits~~:

Exhibit
EXHIBIT		DESCRIPTION
Number		Description
2.0		Form of Common Stock Share Certificate of DeFi Global, Inc. (1)
2.1*		Original DeFi Agreement And Plan of Merger dated July 10, 2009
3.1		Amended and Restated Articles of Incorporation of DeFi Global, Inc. (1)
2.2* 2.3* 2.4* 2.5* 3.1* 3.2* 3.3* 3.4* 3.5* 3.6*		Amendment No 1 to DeFi Merger Agreement dated August 7, 2009 Amendment No 2 to DeFi Merger Agreement, Dated September 29, 2009 DeFi Share Exchange Agreement, dated October 21, 2009 (DeFi Shareholder) Form of Share Exchange Agreement, dated October 21, 2009 Certificate of Incorporation of Telecomm.Com, Inc. Certificate of Amendment of Certificate of Incorporation of Telecom.com.Inc. (to change name to Lion Capital Holdings, Inc.) Bylaws of Lion Capital Holdings, Inc. Articles of Incorporation of DeFi Mobile, LTD. Bylaws of DeFi Mobile, LTD
3.2		Articles of Amendment to Articles of Incorporation (1)
10.1*		Form of Warrant Agreement (issued in exchange for DeFi Warrants )
3.1		Amended and Restated Bylaws of DeFi Global, Inc. (1)
21.2*		List of Subsidiaries of Lion Capital Holdings, Inc.
31..1 31.2		Certification of the registrant's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) Certification of the Company's Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

~~31.1~~ ———————

~~Certification of the registrant's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~ (~~filed herewith~~1)

~~31.2~~ previously filed

~~Certification of the registrant's Chief Financial Officer pursuant to Section 302 of the Sarbanes~~-~~Oxley Act of 2002 (filed herewith)~~16-

32.1

Certification of the Company's Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

----------

* Previously filed.

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.

LION CAPITAL HOLDINGS, INC.


	DEFI GLOBAL, INC.


Date: May 24, 2010	By:	By:/s/Jeff Rice
	Name:	Name: Jeff Rice Title: Chief Executive Officer (Principal Executive Officer) By:/s/ Mark Sierra Name: Mark Sierra Title:(Principal Financial and Accounting Officer)
	Title:

Date: November _18, 2009

By: /s/

Jeff Rice

Name:

Jeff Rice,

Title:

Chief Executive Officer

(Principal Executive Officer and

Principal Financial and Accounting Officer)

-19-

Filing Compare · DEFI GLOBAL, INC