UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended September 30, 2012

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

For the transition period from_______to_______

Commission file number: 000-32451

LIGHTYEAR NETWORK SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada		91-1829866
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1901 Eastpoint Parkway Louisville, Kentucky		40223
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 502-244-6666

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	£	Accelerated filer	£

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	S

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

As of November 9, 2012, there were 22,086,641 shares of the issuer’s common stock outstanding.

Lightyear Network Solutions, Inc. and Subsidiaries

Table of Contents

PART I

FINANCIAL INFORMATION

ITEM 1. Financial Statements.

Condensed Consolidated Balance Sheets as of September 30, 2012 (Unaudited) and December 31, 2011		1

Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2012 and 2011		2

Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Deficiency for the Nine Months Ended September 30, 2012		3

Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011		4

Notes to Unaudited Condensed Consolidated Financial Statements		5

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		13

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.		18

ITEM 4. Controls and Procedures.		18

PART II

OTHER INFORMATION

ITEM 1. Legal Proceedings.		19

ITEM 1A. Risk Factors.		19

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.		19

ITEM 3. Defaults Upon Senior Securities.		19

ITEM 4. Mine Safety Disclosures.		19

ITEM 5. Other Information.		19

ITEM 6. Exhibits.		19

Signatures.		20

Lightyear Network Solutions, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	September 30,			December 31,
	2012			2011
	(unaudited)
Assets

Current Assets:
Cash	$	27,841		$	108,133
Accounts receivable, net		4,730,574			5,237,404
Vendor deposits		1,898,788			1,771,028
Inventories, net		244,707			335,964
Prepaid expenses and other current assets		1,525,112			2,523,039

Total Current Assets		8,427,022			9,975,568

Property and equipment, net		6,862,059			7,161,057
Intangible assets, net		1,601,249			1,928,749

Total Assets	$	16,890,330		$	19,065,374

Liabilities and Stockholders' Deficiency

Current Liabilities:
Accounts payable	$	6,781,160		$	7,216,117
Interest payable - related parties		46,370			47,282
Accrued agent commissions		520,717			530,268
Accrued agent commissions - related parties		986			1,069
Deferred revenue		489,636			427,715
Other liabilities		1,616,476			1,876,163
Other liabilities - related parties		127,111			81,718
Current portion of notes payable		921,907			895,918
Current portion of capital lease obligations		174,355			239,203

Total Current Liabilities		10,678,718			11,315,453
Notes payable, non-current portion		2,638,783			3,334,992
Capital lease obligation, non-current portion		741,730			758,750
Note payable - related party		6,250,000			6,250,000
Deferred tax liability, non-current portion, net		326,683			326,683

Total Liabilities		20,635,914			21,985,878

Commitments and contingencies

Stockholders' Deficiency:
Common stock, $0.001 par value; 70,000,000 shares authorized; 22,086,641 shares issued and outstanding at September 30, 2012 and December 31, 2011		22,087			22,087
Note receivable from affiliate		(1,223,203	)		(1,223,203	)
Additional paid-in capital		10,067,172			9,490,226
Accumulated deficit		(12,611,640	)		(11,209,614	)

Total Stockholders' Deficiency		(3,745,584	)		(2,920,504	)

Total Liabilities and Stockholders' Deficiency	$	16,890,330		$	19,065,374

See Notes to these Condensed Consolidated Financial Statements

-1-

Lightyear Network Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)

	For The Three Months						For The Nine Months
	Ended September 30,						Ended September 30,
	2012			2011			2012			2011

Revenues	$	16,690,248		$	17,409,514		$	50,484,592		$	53,886,561

Cost of revenues		11,535,727			11,089,139			33,786,834			34,735,187

Gross Profit		5,154,521			6,320,375			16,697,758			19,151,374

Operating Expenses
Commission expense		1,355,499			1,544,955			4,246,221			4,581,358
Commission expense - related parties		18,435			13,734			54,912			(2,834	)
Depreciation and amortization		332,423			437,182			999,335			1,282,970
Bad debt expense		314,423			195,429			774,301			698,937
Selling, general and administrative expenses		3,677,626			4,098,751			11,578,934			13,341,507
Selling, general and administrative expenses - related party		-			75,159			96,769			125,231

Total Operating Expenses		5,698,406			6,365,210			17,750,472			20,027,169

Loss From Operations		(543,885	)		(44,835	)		(1,052,714	)		(875,795	)

Other (Expense) Income
Interest income		5,704			8,151			8,779			24,183
Interest income - related parties		-			192,664			-			570,967
Interest expense		(57,424	)		(77,180	)		(182,256	)		(234,878	)
Interest expense - related parties		(70,075	)		(98,459	)		(209,985	)		(296,276	)
Other income		32,723			122,304			34,150			233,372

Total Other (Expense) Income		(89,072	)		147,480			(349,312	)		297,368

(Loss) income before income taxes		(632,957	)		102,645			(1,402,026	)		(578,427	)
Income tax benefit		-			-			-			123,800

Net (Loss) Income		(632,957	)		102,645			(1,402,026	)		(454,627	)

Cumulative Preferred Stock Dividends		-			(383,122	)		-			(1,136,877	)

Loss Attributable to Common Stockholders	$	(632,957	)	$	(280,477	)	$	(1,402,026	)	$	(1,591,504	)

Net Loss Per Common Share - Basic and Diluted	$	(0.03	)	$	(0.01	)	$	(0.06	)	$	(0.07	)

Weighted Average Number of Common Shares Outstanding - Basic and Diluted		22,344,829			22,242,475			22,312,119			21,641,444

See Notes to these Condensed Consolidated Financial Statements

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Lightyear Network Solutions, Inc. and Subsidiaries

Condensed Consolidated Statement of Changes in Stockholders' Deficiency

For The Nine Months Ended September 30, 2012

(unaudited)

					Note
					Receivable			Additional
	Common Stock				From			Paid-In		Accumulated
	Shares		Amount		Affiliate			Capital		Deficit			Total
Balance - December 31, 2011		22,086,641	$	22,087	$	(1,223,203	)	$	9,490,226	$	(11,209,614	)	$	(2,920,504	)

Stock-based compensation		-		-		-			576,946		-			576,946

Net loss		-		-		-			-		(1,402,026	)		(1,402,026	)

Balance - September 30, 2012		22,086,641	$	22,087	$	(1,223,203	)	$	10,067,172	$	(12,611,640	)	$	(3,745,584	)

See Notes to these Condensed Consolidated Financial Statements

-3-

Lightyear Network Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(unaudited)

	For The Nine Months
	Ended September 30,
	2012			2011
Cash Flows From Operating Activities
Net loss	$	(1,402,026	)	$	(454,627	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		999,335			1,282,970
Provision for bad debt expense		774,301			698,937
Stock-based compensation		576,946			473,345
Interest income from affiliate		-			(570,967	)
Deferred taxes		-			(123,800	)
Gain on sale of fixed assets		-			(121,619	)
Changes in operating assets and liabilities:
Accounts receivable		(267,471	)		259,032
Other assets		-			(5,254	)
Vendor deposits		(127,760	)		(240,528	)
Inventories		91,257			(162,435	)
Prepaid expenses and other current assets		997,927			(70,232	)
Accounts payable		(434,957	)		290,968
Interest payable - related parties		(912	)		(48,535	)
Accrued agent commissions		(9,551	)		(22,137	)
Accrued agent commissions - related parties		(83	)		(22,279	)
Deferred revenue		61,921			(1,531,659	)
Other liabilities		(259,687	)		11,849
Other liabilities - related parties		45,393			(5,049	)

Total Adjustments		2,446,659			92,607

Net Cash Provided by (Used in) Operating Activities		1,044,633			(362,020	)

Cash Flows From Investing Activities
Purchases of property and equipment		(246,607	)		(1,054,972	)
Proceeds from sale of fixed assets		-			191,511

Net Cash Used in Investing Activities		(246,607	)		(863,461	)

Cash Flows From Financing Activities
Repayments of obligations payable - related party		-			(1,000,000	)
Repayments of capital lease obligations		(208,098	)		(256,020	)
Repayments of notes payable		(670,220	)		(320,428	)
Repayments of short term borrowings		-			(481,342	)
Proceeds from notes payable		-			2,000,000
Proceeds from cash surrender value of life insurance		-			316,736

Net Cash (Used In) Provided by Financing Activities		(878,318	)		258,946

Net Decrease In Cash		(80,292	)		(966,535	)

Cash - Beginning		108,133			1,009,209

Cash - Ending	$	27,841		$	42,674

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	384,255		$	498,095
Non-cash investing and financing activites:
Purchase of property and equipment via capital lease	$	126,230		$	143,370

See Notes to these Condensed Consolidated Financial Statements

-4-

Lightyear Network Solutions, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note A – Organization, Operations and Basis of Presentation

Organization and Operations

Lightyear Network Solutions, Inc. (“LNSI”) was incorporated in 1997 and operates through its wholly owned subsidiaries, Lightyear Network Solutions, LLC, a Kentucky limited liability company organized in 2003 (“Lightyear LLC”), and SE Acquisitions, LLC d/b/a Lightyear Network Solutions of Kentucky, a Kentucky limited liability company organized on June 22, 2010, (“Lightyear-KY”). The Company was organized for the purpose of selling and marketing telecommunication services and solutions, and owning other companies which sell and market telecommunication services and solutions. Lightyear provides telecommunications services throughout the United States and Puerto Rico primarily through a distribution network of authorized independent agents and representatives. Lightyear is a licensed local carrier in 42 states and provides long distance service in 49 states and Puerto Rico. Lightyear delivers service to approximately 70,000 customer locations with a significant concentration in the five state area of Kentucky, Ohio, Indiana, Florida and Georgia. In addition to long distance and local service, Lightyear currently offers a wide array of telecommunications services including internet/intranet, calling cards, advanced data, wireless, Voice over Internet Protocol (“VoIP”) and conference calling. Lightyear maintains its own network infrastructure and is a telecommunications reseller and competes, both directly at the wholesale level and through agents and representatives, at the retail level. Lightyear is subject to regulatory requirements imposed by the Federal Communications Commission (“FCC”) and state and local governmental agencies. Regulations by the FCC as well as state agencies include limitations on types of services and service areas offered to the public.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of Lightyear Network Solutions, Inc. and Subsidiaries (“Lightyear,” or the “Company”) as of September 30, 2012 and for the three and nine months then ended. The results of operations for the three and nine months ended September 30, 2012 are not necessarily indicative of the operating results for the full year. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and related disclosures of Lightyear for the year ended December 31, 2011 which were filed with the Securities and Exchange Commission on March 30, 2012. The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or nonrecognized subsequent events that would have required further adjustment or disclosure in the unaudited condensed consolidated financial statements.

Liquidity Plan

Since February 12, 2010, the date of the Company’s reverse merger transaction, Lightyear had an accumulated deficit of approximately $12.6 million. As of September 30, 2012, Lightyear had a cash balance of $27,841, a working capital deficit of $2.3 million and was in violation of two of its debt covenants. On November 6, 2012, a noteholder waived two third quarter 2012 debt covenant violations that resulted from earnings forecast shortfalls. In addition, the noteholder waived the same two debt covenants for the fourth quarter of 2012 (see Note D).

For the nine months ended September 30, 2012, the Company’s operating activities provided $1.0 million of cash, while $0.2 million and $0.9 million were used to purchase property and equipment and to service debt, respectively. The Company’s future capital requirements are expected to be driven by (i) network build-out costs; (ii) debt reduction and debt service (including a $6.3 million principal payment due to a related party on November 30, 2013 – see Note E); (iii) public/investor relations costs; (iv) acquisition opportunities; and (v) the need to supplement working capital levels. The Company believes that its current cash and cash expected to be generated from operating activities will be sufficient to meet its working capital and capital expenditure requirements for at least the next 12 months. In addition, the Company continues to investigate the capital markets for sources of funding, which could take the form of additional debt or equity financings, however there can be no assurance that the Company will be successful in securing such capital. If the Company is unable to raise additional funds, the Company might (a) initiate additional cost reductions; (b) forego acquisition or network build-out opportunities; and/or (c) seek extensions of the scheduled payment obligations, including the long term related party note payable.

-5-

Lightyear Network Solutions, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note B – Summary of Significant Accounting Policies

Principles of Consolidation

The balance sheets, statements of operations and cash flows of the Company and its wholly-owned subsidiaries have been included in our condensed consolidated financial statements. All intercompany accounts and transactions have been eliminated. The Company and its wholly-owned subsidiaries are managed as a single business and a single segment. Activity with its wholly-owned subsidiary, Lightyear Alliance of Puerto Rico, LLC, is insignificant.

Estimates

The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include the reserves related to receivables, the recoverability and useful lives of long lived assets, anticipated carrier credits, the valuation allowance related to deferred tax assets and the valuation of equity instruments.

Accounts Receivable

Accounts receivable are shown net of an allowance for doubtful accounts of $1,623,954 and $1,215,735 as of September 30, 2012 and December 31, 2011, respectively. The Company’s management has established an allowance for doubtful accounts sufficient to cover probable and reasonably estimable losses. The allowance for doubtful accounts considers a number of factors, including collection experience, current economic trends, estimates of forecasted write-offs, aging of the accounts receivable portfolios, industry norms, regulatory decisions and other factors. Management’s policy is to fully reserve all accounts that are 180 days past due. Accounts are written off after use of a collection agency is deemed to be no longer effective.

Revenue Recognition

Telecommunications services income such as access revenue and usage revenue are recognized on the accrual basis as services are provided. In general, access revenue is billed one month in advance and is recognized when earned. Wireless handheld devices are sold at a discount when bundled with a long-term wireless service contract. We recognize the equipment revenue and associated costs when title has passed and the equipment has been accepted by the customer. The Company provides administrative and support services to its agents and pays commissions based on revenues from the agents’ accounts. Amounts invoiced to customers in advance of services are reflected as deferred revenues.

The Company pays certain agents an initial lump sum commission. A portion of this commission is deferred and is amortized over a three month period.

Cost of revenues represents primarily the direct costs associated with the cost of transmitting and terminating traffic on other carriers’ facilities.

Commissions paid to acquire customer call traffic are expensed in the period when associated call revenues are recognized.

The accounting standards guidance provides for how taxes collected from customers and remitted to governmental authorities should be presented in the income statement. The guidance states that if taxes are reported on a gross basis (included as revenue) a company should disclose those amounts, if significant. The Company does not include excise and other sales related taxes in its revenues.

Fair Value of Financial Instruments

The Company’s financial instruments are cash, accounts receivable and accounts payable each of which approximate their fair values based upon their short term nature. The Company’s other financial instruments include notes payable, capital lease obligations and obligations payable. The carrying value of these instruments approximates fair value, as they bear terms and conditions comparable to market for obligations with similar terms and maturities.

-6-

Lightyear Network Solutions, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note B – Summary of Significant Accounting Policies – Continued

Stock-Based Compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the award is measured on the grant date. For non-employees, the award is measured on the grant date and then non-vested amounts are re-measured at each financial reporting date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period.

Loss Per Common Share

Basic loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted loss per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method) and the conversion of the Company’s convertible preferred stock (using the if-converted method).

The following table reconciles the numerator and denominator for the calculation:

	For The Three Months						For The Nine Months
	Ended September 30,						Ended September 30,
	2012			2011			2012			2011
Basic and diluted loss per share:
Numerator:
Net (loss) income	$	(632,957	)	$	102,645		$	(1,402,026	)	$	(454,627	)
Cumulative preferred stock dividends		-			(383,122	)		-			(1,136,877	)
Numerator for basic and diluted loss per share:
Net loss attributable to common stockholders	$	(632,957	)	$	(280,477	)	$	(1,402,026	)	$	(1,591,504	)

Denominator:
Weighted average common stock shares outstanding		22,086,641			22,089,888			22,086,641			21,528,021
Weighted average warrants outstanding with an exercise price of $0.01 or less		258,188			152,587			225,478			113,423
Weighted average basic and diluted shares outstanding		22,344,829			22,242,475			22,312,119			21,641,444

Loss per basic and diluted share:
Net (loss) income	$	(0.03	)	$	0.01		$	(0.06	)	$	(0.02	)
Cumulative preferred stock dividends		-			(0.02	)		-			(0.05	)
Net loss attributable to common stockholders	$	(0.03	)	$	(0.01	)	$	(0.06	)	$	(0.07	)

The following securities are excluded from the calculation of weighted average dilutive common shares, because their inclusion would have been antidilutive:

	As of
	September 30,
	2012		2011
Employee stock options		780,500		820,333
Warrants		1,059,327		1,047,883
Convertible preferred stock		-		9,500,000
Unvested restricted stock		-		12,987
Total potentially dilutive shares		1,839,827		11,381,203

-7-

Lightyear Network Solutions, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note B – Summary of Significant Accounting Policies – Continued

Recently Issued and Adopted Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2012-02, “Intangibles—Goodwill and Other (Topic 350) - Testing Indefinite-Lived Intangible Assets for Impairment." This ASU simplifies the impairment testing of indefinite-lived intangible assets by eliminating the requirement to perform an annual quantitative test for impairment, unless a qualitative assessment reveals that impairment is likely. While the update is effective for impairment tests performed for fiscal years beginning after September 15, 2012, early adoption is permitted. The Company expects to early adopt ASU 2012-02 during the fourth quarter of 2012, which is expected to alter the Company’s annual procedures, but is not expected to have a material impact on the Company’s consolidated financial statements.

Note C – Other Liabilities

Other liabilities consist of the following:

	September 30,		December 31,
	2012		2011
	(unaudited)

Excise, state, local and property taxes payable	$	846,521	$	843,671
Other accrued expenses		141,050		165,485
Payroll, payroll taxes and bonuses		171,707		373,398
Deferred rent		215,071		260,086
Regulatory fees		130,464		132,133
Customer security deposits		111,663		101,390

	$	1,616,476	$	1,876,163

Note D – Notes Payable

The Company has a secured promissory note arrangement with a bank with a principal balance of approximately $1.7 million at September 30, 2012. As of September 30, 2012, Lightyear was in violation of two of its debt covenants that resulted from earnings shortfalls. On November 6, 2012, a noteholder waived two third quarter 2012 debt covenant violations that resulted from earnings forecast shortfalls. In addition, the noteholder waived the same two debt covenants for the fourth quarter of 2012. The Company is in discussions with the bank with regard to resetting the debt covenants on a go forward basis, however, there is no assurance the bank will agree to reset the covenants.

Note E – Related Party Transactions

Lightyear has significant transactions with its largest shareholder, LY Holdings, LLC (“LY Holdings”) and members of LY Holdings. Lightyear also conducts business with certain companies or individuals which are related parties either by having common ownership or because they are controlled by members of LY Holdings, the directors and/or officers of the Company or by relatives of members of LY Holdings, directors of the Company and/or officers of the Company. Aggregate related party transactions are segregated on the face of the balance sheets and statements of operations.

Commission expense – related parties includes certain VoIP and wireless revenue override payments due to directors of the Company and/or members of LY Holdings. On June 22, 2011, all but one holder of the override rights waived their right to such payments for the second half of 2010 and the full year 2011, which resulted in the Company reversing approximately $86,000 of liabilities. On February 7, 2012, the same holders of the override rights waived their right to such payments for the year 2012. During the three and nine months ended September 30, 2012, Lightyear recorded approximately $16,000 and $45,000 of VoIP and wireless revenue override expense, respectively. During the three and nine months ended September 30, 2011, Lightyear recorded an immaterial amount of expense related to VoIP and wireless revenue overrides.

-8-

Lightyear Network Solutions, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note E – Related Party Transactions – Continued

The Company obtained consulting services from a former officer and director, pursuant to a one year consulting agreement which terminated on April 30, 2012. Aggregate consulting expense was approximately $0 and $97,000 for the three and nine months ended September 30, 2012, respectively, and was approximately $75,000 and $125,000 for the three and nine months ended September 30, 2011, respectively.

On October 29, 2012, a Company director agreed to forbear from demanding payment until November 30, 2013 of the $6,250,000 principal payment currently scheduled to be paid on August 30, 2013.

Note F – Supplier Concentration

Of the telecommunications services used in its operations, Lightyear acquired approximately 33%, 21%, and 13% during the three months ended September 30, 2012 from three suppliers and 31%, 22% and 13% during the nine months ended September 30, 2012 from the same three suppliers. The Company acquired approximately 32% and 24% during the three months ended September 30, 2011 from two suppliers and 30%, 24% and 10% during the nine months ended September 30, 2011 from three suppliers. Although there are other suppliers of these services, a change in suppliers could have an adverse effect on the business which could ultimately negatively affect operating results.

Note G – Stockholders’ Deficiency

Warrants

Additional Warrants

In connection with a prior equity financing, the Company is required to periodically issue exercisable five-year warrants to purchase shares of common stock to investors with an exercise price of $0.01 per share and to selling agents with an exercise price of $4.00 per share (the “Additional Warrants”). The Additional Warrants are issued pursuant to a pre-determined formula at the end of each calendar quarter during which shares originally purchased in the equity financing are held by the original investor. The Additional Warrants are eligible to be issued for a period of five years from the equity financing. The Company issued 105,455 Additional Warrants (95,868 were issued to investors and 9,587 were issued to selling agents) during the nine months ended September 30, 2012. As of September 30, 2012, there were 317,267 Additional Warrants outstanding, of which 288,425 were issued to investors and 28,842 were issued to selling agents. See Note H – Commitments and Contingencies – Warrant Dispute.

Summary

A summary of the warrant activity for the nine months ended September 30, 2012 is as follows:

					Weighted
			Weighted		Average
			Average		Remaining
	Number of		Exercise		Life		Intrinsic
	Warrants		Price		In Years		Value

Outstanding at December 31, 2011		1,242,297	$	3.38
Granted		105,455		0.37
Exercised		-		-
Cancelled		-		-
Outstanding at September 30, 2012		1,347,752	$	3.15		3.2	$	20,190

Exercisable at September 30, 2012		1,347,752	$	3.15		3.2	$	20,190

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Lightyear Network Solutions, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note G – Stockholders’ Deficiency – Continued

Stock Option Grants

On December 28, 2011, the Company entered into Option Termination Agreements with certain members of its management team (the “Optionees”), including each of the Company’s executive officers, through which the Company agreed to terminate all of the outstanding stock options that were previously issued to the Optionees pursuant to the Company’s 2010 Stock and Incentive Compensation Plan. The Optionees each received a total of $1.00 in consideration for the termination of their options, which accounted for 687,500 of the Company’s options outstanding. Such options were deemed to have negligible value as of the termination date. On March 1, 2012, the Company granted ten-year incentive stock options to the Optionees to purchase an aggregate of 732,500 shares of common stock at an exercise price of $0.22 per share. Of the total, 50% of the options vest immediately and 50% vest on the one-year anniversary of the grants. Since cancellation and issuance of new options is deemed to represent a modification of the original options, the approximate incremental $63,000 value of the new options was added to the approximate $663,000 of unrecognized compensation cost associated with the original options and the combined amount of $726,000 is being amortized proportionate to the vesting period.

On March 20, 2012, the Company granted ten-year incentive stock options to new and existing employees to purchase an aggregate of 74,000 shares of common stock at an exercise price of $0.21 per share. The options vest as follows: (i) options to purchase an aggregate of 71,000 shares of common stock granted to existing employees vest 50% immediately and 50% vest on the one-year anniversary of the grants; and (ii) an option to purchase 3,000 shares of common stock granted to a new employee vests ratably on an annual basis over a three-year term. The aggregate grant date value of approximately $6,200 is being amortized proportionate to the respective vesting periods.

The Company has computed the fair value of options granted using the Black-Scholes option pricing model. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate will be adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The expected term of options granted represents the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. Given that LNSI's shares have only been publicly traded in their current form since February 12, 2010, until such time as LNSI has sufficient trading history to compute the historical volatility of its common stock, the Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time equivalent to the expected life of these options, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the options.

In applying the Black-Scholes option pricing model, the Company used the following weighted average assumptions:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2012		2011			2012			2011
Risk free interest rate		n/a		1.58	%		0.95	%		1.58	%
Expected term (years)		n/a		6.00			5.25			6.00
Expected volatility		n/a		43.10	%		42.90	%		43.10	%
Expected dividends		n/a		0.00	%		0.00	%		0.00	%

The weighted average estimated fair value of the stock options granted during the nine months ended September 30, 2012 was $0.09 per share. The weighted average estimated fair value of the stock options granted during the three and nine months ended September 30, 2011 was $0.36 per share.

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Lightyear Network Solutions, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note G – Stockholders’ Deficiency – Continued

Stock Option Grants – Continued

The Company recognized approximately $68,000 and $577,000 of stock-based compensation expense during the three and nine months ended September 30, 2012, respectively, and approximately $133,000 and $430,000 of stock-based compensation expense during the three and nine months ended September 30, 2011, respectively, related to stock option grants, which is reflected as selling, general and administrative expense in the condensed consolidated statements of operations. As of September 30, 2012, there was approximately $164,000 of unrecognized employee stock-based compensation expense related to stock option grants that will be amortized over a weighted average period of 0.6 years.

A summary of the status of options issued under the 2010 Plan during the nine months ended September 30, 2012 is presented below:

						Weighted
				Weighted		Average
				Average		Remaining
	Number of			Exercise		Life		Intrinsic
	Options			Price		In Years		Value

Balance, December 31, 2011		96,666		$	1.25
Granted		806,500			0.22
Exercised		-			-
Forfeited		(122,666	)		0.49
Balance, September 30, 2012		780,500		$	0.30		9.3	$	-

Exercisable, September 30, 2012		418,566		$	0.33		9.2	$	-

Restricted Stock Grants

The Company recognized approximately $15,000 and $43,000 of stock-based compensation during the three and nine months ended September 30, 2011, respectively, related to director restricted stock grants issued on October 12, 2010, which is reflected as selling, general and administrative expense in the condensed consolidated statements of operations. As of September 30, 2012, there were no unvested restricted stock grants and, accordingly, there was no unrecognized stock-based compensation expense related to restricted stock grants.

Note H – Commitments and Contingencies

Litigation

Alden Halpern v. Lightyear Network Solutions, Inc. fka Libra Alliance Corporation was filed in Nevada District Court on March 1, 2012. The plaintiff alleges violations of federal and state securities laws with respect to his purchase of Lightyear securities. Mr. Halpern alleges that Lightyear falsely represented that the shares he was purchasing were “free-trading.” Lightyear denied the allegations. Mr. Halpern claimed damages of $750,000. On September 26, 2012, the Court granted Lightyear’s Motion to Dismiss, but provided Mr. Halpern with 30 days to amend his complaint to provide more details concerning the claim. On October 25, 2012, Mr. Halpern filed a motion to file the First Amended Complaint. Lightyear notified its insurance carriers concerning this matter and continues to contest the allegations vigorously. Lightyear has not recorded a provision for any loss that could be incurred as a result of the matter as Lightyear believes the allegations are without merit.

As of September 30, 2012, other claims have been asserted against Lightyear which arose in the normal course of business. While there can be no assurance, management believes that the ultimate outcome of these legal claims will not have a material adverse effect on the condensed consolidated financial statements of the Company.

-11-

Lightyear Network Solutions, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note H – Commitments and Contingencies – Continued

Warrant Dispute

The Company’s former selling agent, on behalf of certain investors in the Company’s private placement, has disputed the Company’s methodology for computing the quantity of Additional Warrants that are issuable at each quarter end. The Company has issued Additional Warrants to purchase an insignificant number of common shares in partial settlement of this dispute with some of the investors. While there can be no assurance, management believes that the ultimate outcome of this dispute with the remaining investors will not have a material adverse effect on the condensed consolidated financial statements of the Company.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the results of operations and financial condition of Lightyear Network Solutions, Inc. and Subsidiaries (“Lightyear” or the “Company”) for the three and nine months ended September 30, 2012 and 2011 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our,” and similar terms refer to Lightyear. References to Lightyear LLC refer to the Company’s wholly-owned subsidiary Lightyear Network Solutions, LLC. This discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties. Words such as “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions are used to identify forward-looking statements. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. See “Risk Factors” under Item 1A of Part I of Lightyear’s Form 10-K filed March 30, 2012.

Overview

Lightyear, through its wholly owned subsidiaries, Lightyear Network Solutions, LLC, a Kentucky limited liability company (“Lightyear LLC”) and SE Acquisitions, LLC d/b/a Lightyear Network Solutions of Kentucky, a Kentucky limited liability company (“Lightyear-KY”), provides telecommunications services throughout the United States primarily through a distribution network of authorized agents. In addition to long distance and local service, Lightyear currently offers a wide array of telecommunications products and services including internet/intranet, calling cards, advanced data, conferencing, VoIP services and wireless services. Lightyear LLC also operates in Puerto Rico through its wholly-owned subsidiary, Lightyear Alliance of Puerto Rico, LLC, a Kentucky limited liability company.

Lightyear provides telecommunications services in 49 states and Puerto Rico and is a licensed local carrier in 42 states. We sell our products and services primarily through a distribution network of more than 150 authorized independent agents and more than 7,000 independent representatives.

Lightyear provides service to approximately 70,000 customer locations as of September 30, 2012, with a significant concentration in the five state area of Kentucky, Ohio, Indiana, Florida and Georgia. We have built regional customer concentrations which provide a contiguous service area and operational efficiencies, resulting in higher margins, as well as a nationwide distribution network through which additional new concentrations may be built.

We intend to increase our revenue and earnings via a combination of organic and acquisition growth. We intend to grow organically by expanding our revenue base from agents through creative marketing and incentive plans, new carrier partnerships and enhancements to our wireless, VoIP and data products lines which complement our history of selling landline services.

We continue to search for combinations with small to mid-sized competitors and thereby aggregate revenue, and increase earnings through the elimination of duplicate costs. Each series of combinations will be followed by a period of integration and consolidation. Potential acquisition candidates are expected to meet specific criteria including the following:

Supporting or providing Cloud based services;

EBITDA positive; and

Trained technical staff meeting our internal requirements and the requirements of our customers.

Upon locating suitable target candidates, we anticipate entering into non-binding letters of intent to set forth the basic business terms of potential acquisitions, which will usually be subject to various closing conditions, including due diligence, the negotiation of definitive acquisition documents, regulatory consents and other customary matters. Factors which may affect future acquisition decisions include the quality and potential profitability of the business under consideration, and our profitability and ability to finance the transaction.

We continue to review opportunities for expansion of our network. Criteria for future builds would include the immediate and substantial reduction of cost of goods sold or support of a committed revenue stream.

Lightyear-KY falls within the FCC’s definition of a rural Competitive Local Exchange Carrier (CLEC) because its entire service area falls within rural markets. This allows us to charge a premium “rural exempt” rate for interstate switched access services. On November 18, 2011, the FCC released an order (the “Order”) which established a framework for reform of the intercarrier compensation system and Federal Universal Service Fund. We estimate that the Order could have the impact of reducing our revenues by less than 1% during 2012 and 2013, and by approximately 1.5% and 2.8% in 2014 and 2015, respectively.

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Results of Operations

Revenues

Our revenues are primarily derived from the sales and provision of the following services:

Voice Services

Local Services

VoIP Services

Data Services

Wireless Services

Representative Fees

Regulatory Revenue

Other Services

Cost of Revenues

Cost of revenues consist primarily of carrier access fees, network costs and usage fees associated with providing our wholesale telecommunications services.

Operating Expenses

Operating expenses include:

commission expense which consists of payments to agents based on a percentage of the monthly billings and upfront payments to agents at the time the customer was acquired;

depreciation and amortization, including depreciation of long-lived property, plant and equipment and amortization of intangible assets where applicable;

bad debt expense represents an estimate of the incremental non-collectible receivables; and

selling, general and administrative expenses which consist of selling, advertising, marketing, billing and promotion expenses, plus salaries and benefits, rent associated with our office space, professional fees, travel and entertainment, depreciation and amortization and other costs.

Other (Expense) Income

Interest income – related parties represents interest earned on the notes receivable from LY Holdings that were extinguished in November 2011.

Interest expense represents interest payable on notes payable to financial institutions or on capital lease obligations.

Interest expense – related parties represents interest payable on a non-current note payable to a Company director.

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Three Months Ended September 30, 2012 Compared to Three Months Ended September 30, 2011

Overview

Loss from operations was $0.54 million and $0.04 million for the three months ended September 30, 2012 and 2011, respectively, an increase of $0.5 million, due to a $1.2 million reduction in gross profit (due to a 4% decline in revenues and 5% decline in the gross profit percentage) partially offset by a $0.7 million reduction in operating expenses (primarily headcount and related costs).

Revenues

Revenues were approximately $16.7 million and $17.4 million, respectively, for the quarters ended September 30, 2012 and 2011, a decrease of $0.7 million or 4%. The decrease of $0.7 million resulted primarily from continued market pressures, including heightened competition. The following table presents our operating revenues by product category for the quarters ended September 30, 2012 and 2011.

	(in millions)
	For The Three Months
	Ended September 30,
	2012		2011
Voice service	$	4.2	$	4.3
Local service		6.6		7.3
VoIP		0.8		0.8
Data services		1.8		1.8
Wireless services		1.4		1.1
Representative fees		0.4		0.4
Regulatory revenue		0.7		0.7
Other services		0.8		1.0
TOTAL	$	16.7	$	17.4

Cost of Revenues

Cost of revenues for the quarters ended September 30, 2012 and 2011 amounted to approximately $11.5 million (69% of revenue) and $11.1 million (64% of revenue), respectively, an increase of $0.4 million or 4%. See gross profit discussion.

Gross Profit

Gross profits were approximately $5.2 million (31% of revenue) and $6.3 million (36% of revenue), respectively for the quarters ended September 30, 2012 and 2011, a decrease of $1.1 million or 18%, or a 5.0% change in the gross margin percentage. The decline in revenues has been concentrated in the higher-margin revenue streams, such that the decline in the gross margin percentage is a function of the revenue mix, plus recent unfavorable charges and fewer credits from carriers.

Operating Expenses

Operating expenses decreased $0.7 million, or 10%, to $5.7 million from $6.4 million for the quarters ended September 30, 2012 and 2011, respectively. The decrease was attributable to the 24% decrease in depreciation expense due to the sale of fixed assets in 2011 and reductions in headcount and related costs due to a 9% decline in full-time employees from 173 at September 30, 2011 to 158 at September 30, 2012.

Other (Expense) Income

Interest income declined 97% from $0.2 million due to the elimination of certain notes receivable due from related parties. Interest expense decreased $0.05 million or 27% to $0.1 million from $0.2 million, due principally to lower rates on indebtedness and lower principal balances on existing facilities, which declined from approximately $12 million at September 30, 2011 to approximately $11 million at September 30, 2012.

-15-

Nine Months Ended September 30, 2012 Compared to Nine Months Ended September 30, 2011

Overview

Loss from operations was $1.1 million and $0.9 million for the nine months ended September 30, 2012 and 2011, respectively, an increase of $0.2 million, due to a $2.5 million reduction in gross profit (due to a 6% decline in revenues and a 3% decline in the gross profit percentage) partially offset by a $2.2 million reduction in operating expenses (primarily headcount and related costs).

Revenues

Revenues were approximately $50.5 million and $53.9 million, respectively, for the nine months ended September 30, 2012 and 2011, a decrease of $3.4 million or 6%. The decrease of $3.4 million resulted primarily from continued market pressures, including heightened competition. The following table presents our operating revenues by product category for the nine months ended September 30, 2012 and 2011.

	(in millions)
	For The Nine Months
	Ended September 30,
	2012		2011
Voice service	$	12.5	$	13.6
Local service		20.2		22.7
VoIP		2.5		2.7
Data services		5.2		5.6
Wireless services		4.1		2.9
Representative fees		1.3		1.5
Regulatory revenue		2.3		2.4
Other services		2.4		2.5
TOTAL	$	50.5	$	53.9

Cost of Revenues

Cost of revenues for the nine months ended September 30, 2012 and 2011 amounted to approximately $33.8 million (67% of revenue) and $34.7 million (64% of revenue), respectively, a decrease of $0.9 million or 3%. See gross profit discussion.

Gross Profit

Gross profits were approximately $16.7 million (33% of revenue) and $19.2 million (36% of revenue), respectively, for the nine months ended September 30, 2012 and 2011, a decrease of $2.5 million or 13%, or a 3% change in the gross margin percentage. The decline in revenues has been concentrated in the higher-margin revenue streams, such that the decline in the gross margin percentage is a function of the revenue mix, plus recent unfavorable charges and fewer credits from carriers.

Operating Expenses

Operating expenses decreased $2.2 million, or 11%, to $17.8 million from $20.0 million for the nine months ended September 30, 2012 and 2011, respectively. The decrease was attributable to the 22% decrease in depreciation expense due to the sale of fixed assets in 2011, a 6.0% decrease in commissions due to the 6% decline in revenues, and reductions in headcount and related costs due to a 9% decline in full-time employees from 173 at September 30, 2011 to 158 at September 30, 2012.

Other (Expense) Income

Interest income declined 99% from $0.6 million due to the elimination of certain notes receivable due from related parties. Interest expense decreased $0.1 million or 26% to $0.4 million from $0.5 million, due principally to lower rates on indebtedness and lower aggregate principal balances on existing facilities, which declined from approximately $12 million at September 30, 2011 to approximately $11 million at September 30, 2012.

-16-

Liquidity and Capital Resources

Overview

Since February 12, 2010, the date of the Company’s reverse merger transaction, Lightyear had an accumulated deficit of approximately $12.6 million. As a result, we have managed our cash receipts and disbursements, as well as our operating costs in order to maintain an adequate level of cash. As of September 30, 2012, Lightyear had a cash balance of $27,841, a working capital deficit of $2.3 million and was in violation of two of its debt covenants.

We have instituted cost reductions, raised our customer credit requirements, and implemented efforts to increase revenues through targeted promotions over the past 21 months, all toward the goal of achieving positive cash flow from operations. During the nine months ended September 30, 2012, we generated $1.0 million of cash flow from operating activities and used $0.2 million and $0.9 million to purchase property and equipment and to service debt, respectively.

Currently, the most significant item impacting Lightyear’s liquidity is a note and interest payable to a Company director of $6.3 million. On October 29, 2012, the Company director agreed to forbear from demanding payment of the principal balance until November 30, 2013.

In addition, we have a secured promissory note arrangement with a bank with a principal balance of approximately $1.7 million at September 30, 2012. We are currently making principal and interest payments totaling $37,780 per month and all remaining principal and interest is due on the January 25, 2014 maturity date. On November 6, 2012, the bank waived two third quarter 2012 debt covenant violations that resulted from earnings forecast shortfalls. In addition, the bank waived the same two debt covenants for the fourth quarter of 2012. We are in discussions with the bank with regards to resetting the debt covenants on a go forward basis, however, there is no assurance the bank will agree to reset the covenants.

Nine Months Ended September 30, 2012 and 2011

Operating Activities

Net cash provided by operating activities was $1.0 million for the nine months ended September 30, 2012 compared to $0.4 million of net cash used for the nine months ended September 30, 2011. The amount provided during the nine months ended September 30, 2012 was primarily due to cash used to fund our operations which generated a net loss of $1.4 million, positively adjusted for non-cash expenses in the aggregate amount of $2.4 million, and $0.1 million of cash used to fund changes in operating assets and liabilities. The amount used during the nine months ended September 30, 2011 was primarily due to cash used to fund our operations which generated a net loss of $0.5 million, positively adjusted for non-cash expenses in the aggregate amount of $1.6 million, and $1.5 million of cash used to fund changes in operating assets and liabilities.

Investing Activities

Net cash used in investing activities was $0.2 million for the nine months ended September 30, 2012 compared to $0.9 million for the nine months ended September 30, 2011. The usage of cash during the nine months ended September 30, 2012 was attributable to purchases of property and equipment. The usage of cash during the nine months ended September 30, 2011 was attributable to $1.1 million of purchases of property and equipment, partially offset by $0.2 million of proceeds from the sale of fixed assets.

Financing Activities

Net cash used in financing activities was $0.9 million for the nine months ended September 30, 2012 compared to $0.3 million of net cash provided by financing activities for the nine months ended September 30, 2011. The cash used in financing activities for the nine months ended September 30, 2012 related to principal payments made on the Company’s notes payable and capital lease obligations. The cash provided by financing activities for the nine months ended September 30, 2011 included $2.0 million of net proceeds from a new credit facility and $0.3 million of proceeds from the cash surrender value of a life insurance policy, offset by repayments of $2.1 million against the obligation to related party and other obligations.

-17-

Potential Future Requirements and Sources of Liquidity

We expect our 2012 operating activities to be self-sufficient from a cash perspective, but there can be no assurance that this objective will be met. Our future capital requirements are expected to be driven by (i) network build-out costs; (ii) debt reduction and debt service; (iii) public/investor relations costs; (iv) acquisition opportunities; and (v) the need to supplement working capital levels. We are currently investigating the capital markets for sources of funding, which could take the form of additional debt or equity financings. There can be no assurance that the Company will be successful in securing additional capital. If the Company is unable to raise additional funds, the Company might (a) initiate additional cost reductions; (b) forego acquisition or network build-out opportunities; and/or (c) seek extensions of our scheduled payment obligations, including the non-current note payable to a Company director.

Off Balance Sheet Arrangements

As of September 30, 2012, we have provided irrevocable standby letters of credit, aggregating approximately $100,000 to five states, which automatically renew for terms not longer than one year, unless notified otherwise. As of September 30, 2012 and December 31, 2011, these letters of credit had not been drawn upon.

Critical Accounting Policies

There are no material changes from the critical accounting policies set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our December 31, 2011 financial statements filed on Form 10-K dated March 30, 2012. Please refer to that document for disclosures regarding the critical accounting policies related to our business.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Internal controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized, recorded and reported; and (2) our assets are safeguarded against unauthorized or improper use, to permit the preparation of our condensed consolidated financial statements in conformity with United States generally accepted accounting principles.

In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that, as of the end of the period covered by this quarterly report on Form 10-Q, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls or in other factors that could significantly affect these controls, during our quarter ended September 30, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On July 9, 2012, Elaine G. Bush notified us that, effective July 20, 2012, she was resigning her position as our Chief Financial Officer and all other positions she held with Lightyear. On July 25, 2012, we appointed Randy Ammon as our Interim Chief Financial Officer.

Limitations of the Effectiveness of Control

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations of any control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

-18-

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Alden Halpern v. Lightyear Network Solutions, Inc. fka Libra Alliance Corporation was filed in Nevada District Court on March 1, 2012. The plaintiff alleges violations of federal and state securities laws with respect to his purchase of our securities. Mr. Halpern alleges that we falsely represented that the shares he was purchasing were “free-trading.” We have denied the allegations. Mr. Halpern claimed damages of $750,000. On September 26, 2012, the Court granted our Motion to Dismiss, but provided Mr. Halpern with 30 days to amend his complaint to provide more details concerning the claim. On October 25, 2012, Mr. Halpern filed a motion to file the First Amended Complaint. We notified our insurance carriers concerning this matter and continue to contest the allegations vigorously. We have not recorded a provision for any loss that could be incurred as a result of the matter as we believe the allegations are without merit.

As of September 30, 2012, other claims have been asserted against us which arose in the normal course of business. While there can be no assurance, management believes that the ultimate outcome of these legal claims will not have a material adverse effect on our consolidated financial statements.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

Item 3. Defaults Upon Senior Securities.

(a)

There has been no material default in the payment of principal or interest with respect to any of our indebtedness.

(b)

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

Exhibit		Description
31.1		Chief Executive Officer Certification *
31.2		Chief Financial Officer Certification *
32		Section 1350 Certification **
101.INS		XBRL Instance Document **
101.SCH		XBRL Schema Document **
101.CAL		XBRL Calculation Linkbase Document **
101.DEF		XBRL Definition Linkbase Document **
101.LAB		XBRL Label Linkbase Document **
101.PRE		XBRL Presentation Linkbase Document **

*		Filed herewith
**		Furnished herewith

-19-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

LIGHTYEAR NETWORK SOLUTIONS, INC.

By:	/s/ Stephen M. Lochmueller
	Stephen M. Lochmueller
	Chief Executive Officer

By:	/s/ Randy Ammon
	Randy Ammon
	President, Chief Operating Officer
	and Interim Chief Financial Officer

Date: November 14, 2012

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Lightyear Network Solutions, Inc. 10-Q