UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549


FORM
      10-KSB




(Mark
      One)




x ANNUAL REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For
      the
      fiscal year ended March 31, 2007





o TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For
      the
      transition period from ____________ to_________________





Commission
      file number 000-51108


Splinex
                  Technology Inc.(Name
                  of small business issuer in its charter)


**Delaware**
              **20-0715816**(State
                  or other jurisdiction of incorporation or organization)
              (IRS
                  Employer Identification
                  Number)





500
      W.
      Cypress Creek Road Suite 100


Fort
      Lauderdale, FL 33309


(Address
      of principal executive offices)





(954)
      556-4020


(Issuer’s
      telephone number)





Securities
      registered under Section 12(b) of the Exchange Act: None





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, par value $0.001 per share





(Title
      of
      class)







Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





Check
      whether the registrant (1) has filed all reports required to be filed by Section
      13 or 15(d) of the Exchange Act 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 o No x





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B (Sec. 229.405 of this chapter) contained herein, and no
      disclosure will be contained, to the best of registrant’s knowledge, in
      definitive proxy or information statements incorporated by reference in Part
      III
      of this Form 10-KSB or any amendment to this Form 10-KSB. o





Check
      whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
      Act).


Yes
x
      No o





The
      Company’s revenues for fiscal year ended March 31, 2007 were
      $1,793.





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days. (See definition of affiliate in Rule
      12b-2 of the Exchange Act.) The aggregate market value of the voting common
      equity held by non-affiliates was $208,035 based upon the last traded price
      of
      $0.08 per share on November 23, 2007.





At
      December 18, 2007, the number of shares outstanding of the issuer’s common stock
      was 100,757,770 shares.





DOCUMENTS
      INCORPORATED BY REFERENCE





None.





Transitional
      Small Business Disclosure Format (Check one): Yes o No x







SPLINEX
      TECHNOLOGY INC.


Form
      10-KSB


For
      the
      Year Ended March 31, 2007


INDEX





PageNo.PART
                IItem
                1.
            Description
                of Business
            4Item
                2.
            Description
                of Property
            8Item
                3.
            Legal
                Proceedings
            8Item
                4.
            Submission
                of Matters to Vote
            8PART
                IIItem
                5.
            Market
                for Common Equity and Related Stockholder Matters
            9Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operations
            10Item
                7.
            Financial
                Statements
            14Item
                8.
            Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure
            28Item
                8A.
            Controls
                and Procedures
            28Item
                8B.
            Other
                Information
            28.
            PART
                IIIItem
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance With
                Section
                16(a) of the Exchange Act
            30Item
                10.
            Executive
                Compensation
            32Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters.
            34Item
                12.
            Certain
                Relationships and Related Transactions.
            35Item
                13.
            Exhibits
            40Item
                14.
            Principal
                Accountant Fees and Services.
            43Signatures
            44Certifications
            45




3





PART
      I





Item
      1.
      Description of Business




**Overview**




In
      2004,
      we began developing visualization software, and commenced selling the software
      in 2005. Due to lack of significant sales, we substantially reduced our
      workforce and overhead costs beginning in September 2005. From September 2005
      through July 2007, Ener1 Group, Inc., a related party, loaned us money to fund
      our operations. In July 2007, Ener1 Group, Inc. stopped funding our operations
      and we stopped paying our remaining executive employee. In August and September
      2007, two of our three members of the board of directors resigned. The Company
      had no employees at March 31, 2007; however, a non-paid executive continues
      to
      perform duties as necessary.





In
      December 2007, a related party structured a transaction that provided funds
      to
      us to settle our existing debts at a discount to the face amount of the
      obligations, restructured certain notes payable in exchange for newly issued
      common shares of the company, and gave Splinex LLC substantial majority of
      the
      outstanding common shares (the “Splinex Restructuring”). We expect our
      controlling shareholders to direct Splinex to acquire one or more companies,
      although no definitive purchase agreements have yet been signed. The actions
      taken to restructure the company are described in the following
      paragraph.





In
      December 2007, Bzinfin, S. A., a company that is affiliated with the Company
      through common ownership, agreed to loan Splinex LLC up to $500,000 to lend
      to
      the Company to be used to fund the settlement of certain financial obligations
      and the costs of audit and filing financial reports with the SEC. On or about
      December 17, 2007, under a Purchase Agreement, 1) certain holders, who had
      received shares in the Company as distributions from Splinex LLC, transferred
      their ownership of 35,162,334 shares of common stock of the Company to Splinex
      LLC for nominal consideration, and 2) Bzinfin and Ener1 Group assigned debt
      obligations to Splinex LLC in the amount of $2,805,207 and $845,864,
      respectively. Under a Purchase Agreement dated December 17, 2007, TGR Capital
      LLC, a Florida limited liability company (“TGR”) controlled by a related party,
      1) acquired the membership interests in Splinex LLC, thereby giving TGR control
      over Splinex LLC, and 2) agreed to repay the Bzinfin loan of $500,000. Under
      an
      Exchange Agreement dated December 18, 2007, the Company agreed to issue
      113,500,000 newly issued shares of the Company to Splinex LLC of which 8,500,000
      shares will be issued to Bzinfin and 2,125,000 will be issued to Alexander
      Malovik. The exchange of shares for the debt will occur after a qualified
      transfer agent has been retained. Splinex LLC owned 98,157,334 shares of the
      Company as of December 17, 2007 after the transfer and will own 201,032,334
      shares after the completion of the Exchange Agreement. The Company had
      100,757,769 shares outstanding at December 17, 2007 and will have 214,257,769
      shares outstanding after the completion of the Exchange Agreement.





On
      December 21, 2007, the Company agreed to revised payment amount and terms
      related to a termination agreement with its former chief executive officer.
      The
      Company has terminated consulting agreements with Mike Zoi and Peter Novak,
      and
      the consultants have agreed to terminate all previous accrued consulting payment
      obligations. The Company has reached settlement agreements with substantially
      the majority of all remaining creditors. Upon completion of the restructuring
      transactions above, Splinex LLC will elect a new board of directors for Splinex
      Technologies Inc. and retain new financial and operating management.  The
      owners and members of Splinex LLC intend to acquire one or more companies,
      although no definitive purchase agreements have yet been signed. Any potential
      acquisition would be financed primarily with new shares of Splinex, and
      therefore would result in substantial dilution to the existing
      shareholders.





History
      of Splinex





Splinex
      was originally formed to create and license software which it developed that
      enables the generation, manipulation, viewing and image-based searching of
      complex, multi-dimensional mathematical objects and information. The targeted
      end-users of our software products were mathematicians, scientists, graphic
      designers or digital artists working on complex, graphical three-dimensional
      problems. The software was expected to provide greater productivity through
      improved interaction with, enhanced visual representation and faster
      manipulation of, and greater technical and artistic precision in representing,
      multi-dimensional mathematical objects and information.




4


Since
      October 28, 2003 (“Inception”), we operated in a development phase typical of a
      software company and focused on developing technologies and products and
      securing intellectual property rights while we developed relationships with
      potential customers and resellers. We were organized under the laws of the
      State
      of Delaware in February 2004 to conduct the business and operations of
      Splinex, LLC (“Predecessor”). Effective April 1, 2004, our Predecessor
      reorganized as a corporation and, as a result, contributed its assets,
      liabilities and operations to us under a contribution agreement. Our corporate
      activities to date included raising capital, strategic and business planning,
      completing the registration of our securities with the U. S. Securities and
      Exchange Commission (the “Commission”), and retaining executive management. Our
      financial statements include the accounts of Splinex Technology Inc. and our
      Predecessor, and all material inter-company transactions have been eliminated.
      We have minimal sales and no sales contracts and are considered to be in the
      development stage as of March 31, 2007.





Although
      the software was technologically successful, Splinex has been unable to generate
      any significant sales of the product due in part to a lack of funds for
      marketing and promotion. In addition, a value added reseller of our product
      was
      unable to generate significant sales of the product. In September 2005, we
      changed our business strategy and took certain actions to reduce our overhead
      costs. We eliminated maintenance of our ***nViz*** ***xTM*** visualization products. We discontinued our development projects, technical
      support and customer service. We terminated our use of software development
      services previously provided to us by Splinex Outsourcing, Inc., a Russian
      outsourcing company; terminated or accepted resignations from most of our
      personnel, certain executives, and managers; and ceased marketing activities.
      In
      July 2007, Ener1 Group, Inc. stopped funding our operations and stopped paying
      our remaining executive employee. In August and September 2007, two of our
      three
      members of the board of directors resigned. The Company had no employees at
      March 31, 2007; however, a non-paid executive continues to perform duties as
      necessary.





We
      have
      engaged in discussions with several potential merger partners, but to date
      have
      been unable to reach agreement on terms for a merger primarily because we have
      been unable to reach a satisfactory settlement of certain obligations due to
      former employees and a service supplier. We have no formal agreements to merge
      with another company, and expect that Splinex LLC, the controlling shareholder,
      will direct Splinex to find an appropriate merger partner and complete a merger
      after completion of the Splinex Restructuring. Based upon terms available in
      the
      financial markets for mergers of companies similar to our Company, investors
      should expect substantial dilution to their existing investment. If the Company
      did not complete the Splinex Restructuring, it was likely that the Company
      would
      discontinue operations and cease to do business.





In
      accordance with the funding provisions in the Predecessor’s operating agreement,
      certain members of the Predecessor contributed capital of $2,000,000 to the
      Predecessor. In addition, the Company had borrowed $2,550,000 under a revolving
      loan agreement with Bzinfin (the “Bzinfin Loan”). Loans under this agreement
      were due on February 7, 2005. We received an extension of the due date of the
      Bzinfin Loan from February 7, 2007 until June 30, 2007, and the note is now
      due
      and payable.





The
      Company borrowed funds from a related party, Ener1 Group, Inc., to pay certain
      ongoing expenses while we pursue alternatives, which could include acquisitions
      of or joint ventures with companies that could benefit from our core
      technologies. The Company ceased receiving funding from Ener1 Group, Inc.
      effective July, 2007. As of March 31, 2007, the Company had borrowed $739,431
      from Ener1 Group, Inc. under a demand note that bears interest at an annual
      rate
      of 5% payable at maturity. Ener1 Group is controlled by Bzinfin.





Several
      factors exist that raise significant doubt as to our ability to continue
      operating as a going concern. These factors include our history of net losses
      and the facts that our company is in the development stage and we have earned
      minimal revenues to date. We have no remaining funds available under either
      our
      revolving loan agreement or from Ener1 Group, Inc. and have no funding available
      to pay for our operations. Our independent auditors’ report on our financial
      statements for the year ended March 31, 2007 contains an explanatory
      paragraph about our ability to continue as a going concern. Management believes
      that actions presently being taken, as described in the preceding paragraphs,
      provide the opportunity for us to continue as a going concern; however, there
      is
      no assurance this will occur.





**The
      Company**





We
      began
      activity on October 28, 2003. We were organized to conduct the business and
      operations of our Predecessor. Effective April 1, 2004, our Predecessor
      reorganized as a corporation and, as a result, contributed its assets,
      liabilities and operations to us.




5


On
      January 18, 2005, we merged with a subsidiary of Ener1, Inc., an affiliated
      company controlled by certain direct and indirect beneficial owners of the
      membership interests of our Predecessor (the “Merger”). We survived the Merger
      and issued 5,000,000 shares of our common stock to Ener1, Inc. in the Merger.
      Ener1, Inc. declared a dividend of the 5,000,000 shares that it received to
      its
      shareholders of record as of January 17, 2005 (the “Distribution”). The dividend
      was paid on January 24, 2005. Immediately after the Merger, and prior to the
      Distribution, Splinex, LLC and Ener1, Inc. owned 95% and 5%, respectively,
      of
      our then outstanding common stock. We registered the Distribution by Ener1,
      Inc.
      of our common stock on a registration statement on Form S-1 filed with the
      Commission. As a result of the Merger and the Distribution, we became a public
      reporting company subject to the information and reporting requirements of
      the
      Securities Exchange Act of 1934. The Merger and the Distribution are described
      further in our Registration Statement on Form S-1, filed with the Commission
      on
      December 27, 2004 (Registration No. 333-116817).




Our
      principal executive offices are located at 500 W. Cypress Creek Road,
      Suite 100, Fort Lauderdale, Florida 33309. Our telephone number is
      (954) 556-4020.




**Our
      Business**




The
      following is a discussion of our business and products developed from inception.
      We are no longer developing or selling these products, and it is unlikely that
      any of our potential merger partners would continue pursuing these lines of
      business.




**Our
      Technology**




Our
      software is based upon proprietary mathematic algorithms developed by, or
      exclusively on behalf of, our company. Our software is intended to address
      workflow problems that have long been associated with the use, including the
      creation, manipulation, editing and rendering, of 3D graphics for digital
      content creation and with the related need to manage 3D information. We believe
      our software will enable more precise and rapid display of 3D surface and solid
      models, including models based on natural and synthetic data sources. For the
      end-user of our products, this may allow faster results with greater levels
      of
      accuracy while requiring less expensive computer hardware than presently
      required.




**Principal
      Product**




Our
      principal product was ***nViz*** ***x*** ,
      a
      software program that allows users to visualize sophisticated and complex
      multi-dimensional data and objects faster and with greater control and detail
      than was previously possible with other products. The first versions of ***nViz*** ***x*** were
      add-ons (i.e., a product sold separately and used in connection with the
      technical computing software) which were released for use with Mathematica
      and Maple, two third-party technical computing software programs published
      by
      Wolfram Research Inc. (“WRI”) and Waterloo Maple, Inc., respectively.
      Mathematica and Maple are programs used for advanced mathematical functions
      and
      problem solving, such as numeric and symbolic computation plus interactive
      document creation.





**Distribution**




All
      of
      our products were marketed and sold on the Internet through our website where
      they were also made available for download and limited free trial. Also, under
      the Reseller Agreement in effect until August 2007, our ***nViz*** ***x*** v1.5 for
      Maplesoft product became available for sale in June 2005 through Maplesoft’s
      distribution channels including their web store, their direct sales force and
      their worldwide network of resellers.




*Advertising
      and promotion*




We
      conducted a limited marketing effort from February through August 2005,
      including:




·
            providing
                direct sample/limited trial offers and sales through direct mail
                campaigns
                and over the Internet;




·
            attracting
                unique visitors through search engine and similar key word technology
                on
                the Internet;




·
            distributing
                trial and sample versions of our programs at seminars and industry
                events;
                and




·
            buying
                sponsored search links, such as AdWords offered by Google,
                Inc.




6


**Customer
      service and support and training**




We
      no
      longer offer technical support and customer service. Our software sold was
      accompanied by a thorough user guide. We held webinars (web-based training
      sessions) from March through August 2005.




**Our
      intellectual property**




We
      consider our intellectual property to have minimal value. We registered some
      of
      our product names and logos in the United States and internationally, if we
      determined that such registration was prudent. To protect our proprietary
      information we rely primarily on a combination of patent
      and trademark protection, anti-piracy measures, copyrights, trade secret and
      confidentiality procedures, and contractual confidentiality
      provisions. We also
      use contractual provisions to protect many of our intellectual property rights.
      We required employees, consultants and many of those with whom we have business
      relationships to sign non-disclosure and confidentiality agreements. We required
      all employees and consultants to sign invention assignment agreements.




**Research
      and development**




Our
      research and development expenses were $0 and $661,994 for the years ending
      March 31, 2007 and 2006, respectively, or 0% and 31% of our fiscal year 2007
      and
      2006 operating costs. Until their curtailment in September 2005, our research
      and development activities, which consisted primarily of computer programming
      development, were conducted by scientists and mathematicians at our facilities
      in Fort Lauderdale, Florida and by software engineers, scientists,
      mathematicians and graphic designers employed by Splinex Outsourcing, LLC,
      a
      Russian limited liability company located in Ekaterinberg, Russia.




We
      began
      working with Russia-based programmers in October, 2003. Initially, the expenses
      of our Russian operations were paid on our behalf by a Russian consultant who
      handled administrative matters for us in Russia. We agreed to pay this
      consultant $20,000 per month to fund our Russian operations, including all
      costs
      associated with our development efforts in Russia, including wages and benefits
      paid to Russian personnel, rent and computer-related expenses. We agreed to
      increase this amount to $24,000 per month in January 2004. In March 2004,
      the consultant formed Splinex Outsourcing to handle administrative and
      employment matters in connection with our Russian operations. Splinex
      Outsourcing generally seeks to enter into invention assignment, consulting
      and
      other agreements with the employees, consultants, contractors and vendors
      involved in our development efforts in Russia as necessary to secure our
      intellectual property rights. In July 2004, the Russian consultant became an
      employee in our Fort Lauderdale offices, and his employment was terminated
      in
      September 2005.




**Our
      Customers**





We
      targeted sales of our products and services to Mathematica and MapleSoft users.
      We offered our product for sale on our Internet web store and through the
      Reseller Agreement until August, 2007. Our products are used by end-users who
      create sophisticated computational and analytical models, digital content,
      or
      manage 3D information.  Potential customers in this market segment include mathematics,
      science and engineering educational institutions and students.





If
      the
      Company had additional funding for development, other additional markets for
      derivatives of our product include software used for visualization of images
      in
      m edical
      imaging, geomatics imaging, terrestrial imaging, metrological imaging,
      entertainment imaging, seismic and sonar scan arrays imaging and national
      security & military imaging.





**Employees**





At
      December 18, 2007, one part time unpaid employee continues to perform duties
      as
      needed. Full salaries have not been paid to any employees since May 20, 2007.
      None of our employees were represented by a collective bargaining agreement.




7


Item
      2.
      Description of Property




Until
      June 1, 2006, we subleased approximately 4,000 square feet of office and
      research and development space at 550 West Cypress Creek Road, Suite 410,
      Fort Lauderdale, Florida, from an affiliated company, Ener1 Group. Our sublease
      of this property expires on February 28, 2008. We paid $62,363 annually to
      Ener1 Group under this sublease, and we believe this property was adequately
      covered by insurance. We vacated the space as a result of restructuring
      activities on June 1, 2006, and shared space thereafter at the offices of Ener1
      Inc. at 500 West Cypress Creek Road, Suite 100. We currently have no facility
      requirements other than storage, which is being provided at Ener1 Group.
      Additional space is readily available in the area on reasonable terms if we
      determine there is a need for additional space.




Item
      3.
      Legal Proceedings




From
      time
      to time, we may be involved in litigation relating to claims arising out of
      our
      intellectual property and operations. We are not currently a party to any such
      proceedings.




Item
      4.
      Submission of Matters to Vote





None.




8


PART
      II





Item
      5.
      Market for Common Equity and Related Stockholder Matters





At
      November 30, 2007, the number of shares outstanding of the issuer’s common stock
      was 100,507,770 shares. There was no established public trading market for
      our
      common stock prior to July 2005. The approximate number of record holders of
      our
      common stock at November 30, 2007, was 200. The
      number of shareholders of record does not include beneficial owners of common
      stock whose shares are held in the names of various dealers, clearing agencies,
      banks, brokers and other fiduciaries. The principal market for our stock was
      the
      Pink Sheets LLC. On November 23, 2007, the price of our common stock last traded
      at $0.08 per share.





The
      following table sets forth the high and low prices for our common stock for
      the
      period indicated as reported by the OTC Electronic Bulletin Board or the Pink
      Sheets LLC. No shares were reported traded before July 7, 2005. The quotations
      reflect inter-dealer prices, without retail mark-up, mark-down or commission
      and
      may not represent actual transactions.





**Year**
            
            **Fiscal
                Quarter Ended**
            
            **High**
            
            **Low**2006
            
            
            September
                30, 2005
            
            $
            0.51
            
            $
            0.05December
                31, 2005
            
            $
            0.51
            
            $
            0.25March
                31, 2006
            
            $
            0.25
            
            $
            0.062007
            
            
            June
                30, 2006
            
            $
            0.20
            
            $
            0.03September
                30, 2006
            
            $
            0.05
            
            $
            0.03December
                31, 2006
            
            $
            0.18
            
            $
            0.08March
                31, 2007
            
            $
            0.13
            
            $
            0.08





We
      have
      not paid any cash dividends during the last two fiscal years and do not
      anticipate paying any cash dividends on our common stock.




**Plan
      Shares Outstanding**




The
      following table sets forth information with respect to our equity compensation
      plan approved by our security holders and equity compensation plans not approved
      by security holders. The information in this table is as of December 18,
      2007.


Plan
                    Category
                
                Number
                    of Securities to
                  be
                    Issued Upon Exercise
                  of
                    Outstanding Options,
                  Warrants
                    and Rights
                
                Weighted-average
                  exercise
                    price of
                  outstanding
                    options,
                  warrants
                    and rights
                
                Number
                    of securities
                  remaining
                    available for
                  future
                    issuance under
                  equity
                    compensation
                  plans
                    (excluding
                  securities
                    reflected in
                  the
                    first column)Equity
                    compensation plans approved by security holders.
                
                
                300,000
                
                $
                0.10
                
                
                4,700,000
                    (1
                )




(1)
      The
      terms of our equity compensation plan provide that a fter
      June
      30, 2005, we may grant options under our equity compensation plan to purchase
      up
      to the lesser of an additional 5,000,000 shares of common stock, 5 percent
      of our outstanding
      shares of common stock on such date, or an amount determined by our board of
      directors. No increase in the plan has been approved under this
      provision.




**Recent
      Sales of Unregistered Securities**





None.




9


Item
      6.
      Management’s Discussion and Analysis or Plan of Operations





*This
      Annual Report on Form 10-KSB contains forward -looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and Section
      21E of the Securities Exchange Act of 1934, as amended. These statements relate
      to our expectations, hopes, intentions or strategies regarding future events
      or
      future financial performance.  Any statements contained in this report that
      are not statements of historical fact may be deemed forward-looking statements.
      In some cases, forward-looking statements can be identified by terminology
      such
      as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend”, “believe,”
“estimate,” “predict,” “potential” or “continue,” or the negative of such terms
      or other comparable terminology. Forward-looking statements include but are
      not
      limited to statements regarding: the possible merger of the Company.  These
      statements are only predictions and are subject to a number of assumptions,
      risks and uncertainties that could cause actual results to differ materially
      from those expressed or implied in the forward-looking statements. The following
      important factors, in addition to those discussed in our filings with the
      Commission from time to time, and other unforeseen events or circumstances,
      could affect our future results and could cause those results or other outcomes
      to differ materially from those expressed or implied in our forward-looking
      statements: general economic conditions; our ability to negotiate successfully
      settlement of debt obligation; our ability to find a suitable merger partner;,
      legal and regulatory issues; and, changes in accounting policies or
      practices.*




*All
      forward-looking statements are based on information available to us on the
      date
      of this filing, and we assume no obligation to update such
      statements.*


**


*The
      following discussion should be read in conjunction with our other filings with
      the Commission and the consolidated financial statements and related notes
      included in this Annual Report.*




**Plan
      of Operation**




In
      2004,
      we began developing visualization software, and commenced selling the software
      in 2005. Due to lack of significant sales, we substantially reduced our
      workforce and overhead costs beginning in September 2005. From September 2005
      through July 2007, Ener1 Group, Inc., a related party, loaned us money to fund
      our operations. In July 2007, Ener1 Group, Inc. stopped funding our operations
      and we stopped paying our remaining executive employee. In August and September
      2007, two of our three members of the board of directors resigned. The Company
      had no employees at March 31, 2007; however, a non-paid executive continues
      to
      perform duties as necessary.





In
      December 2007, a related party structured a transaction that provided funds
      to
      us to settle our existing debts at a discount to the face amount of the
      obligations, restructured certain notes payable in exchange for newly issued
      common shares of the company, and gave Splinex LLC substantial majority of
      the
      outstanding common shares (the “Splinex Restructuring”). We expect our
      controlling shareholders to direct Splinex to acquire one or more companies,
      although no definitive purchase agreements have yet been signed. The actions
      taken to restructure the company are described in the following
      paragraph.





In
      December 2007, Bzinfin, S.A., a company that is affiliated with the Company
      through common ownership, agreed to loan Splinex LLC up to $500,000 to lend
      to
      the Company to be used to fund the settlement of certain financial obligations
      and the costs of audit and filing financial reports with the SEC. On or about
      December 17, 2007, under a Purchase Agreement, 1) certain holders, who had
      received shares in the Company as distributions from Splinex LLC, transferred
      their ownership of 35,162,334 shares of common stock of the Company to Splinex
      LLC for nominal consideration, and 2) Bzinfin and Ener1 Group assigned debt
      obligations to Splinex LLC in the amount of $2,805,207 and $845,864,
      respectively. Under a Purchase Agreement dated December 17, 2007, TGR Capital
      LLC, a Florida limited liability company (“TGR”) controlled by a related party,
      1) acquired the membership interests in Splinex LLC, thereby giving TGR control
      over Splinex LLC, and 2) agreed to repay the Bzinfin loan of $500,000. Under
      an
      Exchange Agreement dated December 18, 2007, the Company agreed to issue
      113,500,000 newly issued shares of the Company to Splinex LLC of which 8,500,000
      shares will be issued to Bzinfin and 2,125,000 will be issued to Alexander
      Malovik in exchange for the Bzinfin and Ener1 Group notes. The shares will
      be
      issued upon the appointment of a new transfer agent for the Company, which
      is
      expected in January 2008. The exchange of shares for the debt will occur after
      a
      qualified transfer agent has been retained. Splinex LLC owned 98,157,334 shares
      of the Company as of December 17, 2007 after the transfer and will own
      201,032,334 shares after the completion of the Exchange Agreement. The Company
      had 100,757,769 shares outstanding at December 17, 2007 and will have
      214,257,769 shares outstanding after the completion of the Exchange Agreement.
      On December 17, 2007, the Company agreed to revised payment terms related to
      a
      termination agreement with its former chief executive officer. The Company
      has
      terminated consulting agreements with Mike Zoi and Peter Novak, and the
      consultants have
      agreed to terminate all previous accrued consulting payment obligations. The
      Company has reached settlement agreements with substantially the majority of
      all
      remaining creditors. Upon completion of the restructuring transactions above,
      TGR will elect a new board of directors and retain new financial and operating
      management.  The owners and members of TGR intend to acquire one or more
      companies, although no definitive purchase agreements have yet been signed.
      Any
      potential acquisition would be financed primarily with new shares of Splinex,
      and therefore would result in substantial dilution to the existing
      shareholders.




10




At
      March
      31, 2007, we had cash of $251 and negative working capital of $4.8 million.
      We
      have terminated all employees, and have eliminated all monthly cash expenses.
      We
      were dependent upon funds advanced from Ener1 Group, Inc. to pay these ongoing
      expenses. The Company stopped receiving funding effective July, 2006.





Several
      factors exist that raise significant doubt as to our ability to continue
      operating as a going concern. These factors include our history of net losses
      and the facts that our company is in the development stage and we have earned
      minimal revenues to date. We have no remaining funds available under our
      revolving loan agreement and are dependent upon Ener1 Group, Inc. to fund our
      operations. Our independent auditors’ report on our financial statements for the
      year ended March 31, 2007 contains an explanatory paragraph about our
      ability to continue as a going concern. Management believes that the Splinex
      Restructuring, as described in the preceding paragraphs, provides the
      opportunity for us to continue as a going concern; however, there is no
      assurance this will occur.




During
      the period from Inception through October 1, 2004, our research and development
      activities were primarily directed towards developing core technologies and
      software libraries that could be used in various applications and market
      segments.




During
      the period from October 1, 2004 through August 2005, we directed most of our
      software development activities to developing and releasing a commercial version
      of our software product called *nViz* *x* ,
      the
      first versions of which were designed for use with Mathematica and Maple, two
      third-party technical computing software programs published by Wolfram Research
      Inc. and Waterloo Maple, Inc., respectively. Mathematica and Maple are programs
      used for advanced mathematical functions and problem solving, such as numeric
      and symbolic computation plus interactive document creation. *nViz* *x* is an
      add-on (i.e., a product sold separately and used in connection with the
      technical computing software) software program that allows users to visualize
      sophisticated and complex multi-dimensional data and objects faster and with
      greater control and detail than is currently possible. The first version of *nViz* *x* v1.0 for
      Mathematica was commercially released and made available for purchase in March
      2005. *nViz* *x* v1.5 for
      Maplesoft was commercially released and made available for purchase in June
      2005. We did not have significant sales of either product, and did not have
      sufficient funds to market the product to achieve higher sales. We have ceased
      marketing efforts. We have ceased development efforts.





The
      Company has been unable to generate any significant sales of the product due
      in
      part to a lack of funds for marketing and promotion. In addition, a value added
      reseller of our product was unable to generate significant sales of the product.
      In September 2005, we changed our business strategy and took certain actions
      to
      reduce our overhead costs. We eliminated maintenance of our ***nViz*** ***xTM*** visualization products. We discontinued our development projects, technical
      support and customer service. We terminated our use of software development
      services previously provided to us by Splinex Outsourcing, Inc., a Russian
      outsourcing company; terminated or accepted resignations from most of our
      personnel, certain executives, and managers; and ceased marketing activities.
      In
      July 2007, Ener1 Group, Inc. stopped funding our operations and stopped paying
      our remaining executive employee. In August and September 2007, two of our
      three
      members of the board of directors resigned. The Company had no employees at
      March 31, 2007; however, non-paid executive continues to perform duties as
      necessary.





We
      have
      engaged in discussions with several potential merger partners, but to date
      have
      been unable to reach agreement on terms for a merger primarily because we have
      been unable to reach a satisfactory settlement of certain obligations due to
      former employees and a service supplier. We have no formal agreements to merge
      with another company, and expect that Splinex LLC, the controlling shareholder,
      will direct Splinex to find an appropriate merger partner and complete a merger
      after completion of the Splinex Restructuring. Based upon terms available in
      the
      financial markets for mergers of companies similar to our Company, investors
      should expect substantial dilution to their existing investment. If the Company
      did not complete the Splinex Restructuring, it was likely that the Company
      would
      discontinue operations and cease to do business.





As
      of
      March 31, 2007, we have no material planned capital expenditures.




11


**Results
      of Operations for the Year Ended March 31, 2007 Compared to the Year Ended
      March
      31, 2006**





We
      incurred a loss of $361,061, or $0.00 per share, for the year ended March 31,
      2007 (“fiscal 2007”) compared to a loss of $2,263,329, or $0.02 per share, for
      the year ended March 31, 2006 (“fiscal 2006”). Our total operating expenses for
      fiscal 2007 were $371,217. Our total operating expenses for fiscal 2006 were
      $2,138,323. Interest expenses in fiscal 2007 were $158,881 compared to fiscal
      2006 interest expense of $126,977. Our operating expenses decreased
      significantly during fiscal 2007 as we terminated product development activities
      and related personnel and terminated our remaining workforce.





Operating
      expenses in fiscal 2007 included $371,217 for general and administrative
      expenses. Operating expenses in fiscal 2006 included $196,018 for sales and
      marketing expenses, $1,280,311 for general and administrative expenses, and
      $661,994 for research and development costs.





There
      were no sales and marketing expenses in fiscal 2007. Sales and marketing
      expenses in fiscal 2006 consisted primarily of wages and benefits of $96,064,
      advertising and promotional expenses of $73,804, and web store development
      and
      ecommerce costs of $19,283. General and administrative expenses for fiscal
      2007
      included wages and benefits of $68,696; consulting fees of $150,000 payable
      to a
      director, Dr. Novak, and a related party, Mike Zoi; audit fees of $45,647;
      insurance costs of $89,897; rent of $11,575; and amortization of accounting
      software license fees of $42,064. General and administrative expenses for fiscal
      2006 included wages and benefits of $261,612; consulting fees of $200,000 paid
      to a director, Dr. Novak and a related party, Mike Zoi; severance costs
      related tot the departure of the chief executive officer of $404,960; travel
      and
      related costs of $4,402; audit fees of $62,583; legal expenses of $79,046,
      of
      which $9,200 was payable to Ener1 Group to reimburse it for the services of
      our
      general counsel, who is also an officer of Ener1 Group; information technology;
      rent of $62,363; insurance costs of $84,538; and depreciation of
      $34,910.





There
      were no research and development expenses for fiscal 2007. Research and
      development expenses for fiscal 2006 included $473,032 for wages and benefits
      paid to U.S.-based programmers; $156,207 for wages and administrative costs
      of
      our Russian-based scientists and programmers; $20,570 paid to software
      consultants; and $10,000 for immigration and employee relocation costs. We
      terminated our use of software development services previously provided to
      the
      Company by Splinex Outsourcing, Inc., a Russian outsourcing company, and
      significantly reduced our software development team in the United States in
      September 2005. All remaining software development activities ceased during
      the
      year.




Other
      income of $167,244 relates to the settlement for less than face value of certain
      obligations to suppliers and former employees.





**Liquidity
      and capital resources**





At
      March
      31, 2007, we had negative working capital of $4,772,610 and cash of $251 and
      we
      have no further borrowing availability under the Bzinfin Loan. The Company
      ceased receiving funding from Ener1 Group effective July, 2006. We did not
      receive funding sufficient to pay past due obligations, including severance
      obligations, and attempted to negotiate settlements, not all of which were
      satisfied. Approximately $3.7 million of the $4.8 million of current liabilities
      are due to related parties, and the remainder of the current liabilities are
      due
      to vendors and former employees under severance or other obligations. The
      Company reached settlement agreements with the majority of the remaining
      creditors and former employees in December 2007.





We
      do not
      have material exposure to market risks associated with changes in interest
      rates
      related to cash equivalent securities held at March 31, 2007.





**Off-balance
      sheet arrangements**





At
      March
      31, 2007, we did not have any off-balance sheet arrangements, as defined in
      tem
      303(c)(4)(2) of SEC Regulation S-B.





**Recently
      Issued Accounting Pronouncements**





In
      July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48 (“FIN No. 48”), *Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement
      109.* FIN
      No. 48 prescribes a comprehensive model for recognizing, measuring,
      presenting and disclosing in the financial statements tax positions taken or
      expected to be taken on a tax return, including a decision whether to file
      or
      not to file income tax returns in a particular jurisdiction. FIN No. 48 is
      effective for fiscal years beginning after December 15, 2006. If there are
      changes in net assets as a
      result
      of application of FIN No. 48, these will be accounted for as an adjustment
      to retained earnings. Management is currently evaluating the impact of adopting
      FIN No. 48 on its financial position, cash flows, and results of
      operations.




12




In
      September 2006, the U.S. Securities and Exchange Commission, or SEC,
      released Staff Accounting Bulletin No. 108, “Considering the Effects of
      Prior Year Misstatements when Quantifying Misstatements in Current Year
      Financial Statements” (SAB No. 108). The interpretations in this Staff
      Accounting Bulletin express the staff’s views regarding the process of
      quantifying financial statement misstatements. The staff is aware of diversity
      in practice. For example, certain registrants do not consider the effects of
      prior year errors on current year financial statements, thereby allowing
      improper assets or liabilities to be adjusted. While these errors may not be
      material if considered only in relation to the balance sheets, correcting the
      errors could be material to the current year income statement. Certain
      registrants have proposed to the staff that allowing these errors to remain
      on
      the balance sheet as assets or liabilities in perpetuity is an appropriate
      application of generally accepted accounting principles. The staff believes
      that
      approach is not in the best interest of the users of financial statements.
      The
      interpretations in SAB No. 108 are being issued to address diversity in
      practice in quantifying financial misstatements and the potential under current
      practice for the build up of improper amounts on the balance sheet. Management
      is currently evaluating the impact of adopting SAB No. 108 but does not believe
      that following the guidance set forth in SAB No. 108 will have a material impact
      on its financial position, cash flows, and results of operations.





On
      February 16, 2006 the FASB issued Statement of Financial Accounting
      Standards No. 155 (“SFAS No. 155”), “ *Accounting
      for Certain Hybrid Instruments* ,”
which
      amends SFAS 133, “ *Accounting
      for Derivative Instruments and Hedging Activities* ,”
and
      SFAS 140, “ *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities* .”
SFAS
      No. 155 allows financial instruments that have embedded derivatives to be
      accounted for as a whole (eliminating the need to bifurcate the derivative
      from
      its host) if the holder elects to account for the whole instrument on a fair
      value basis. SFAS No. 155 also clarifies and amends certain other provisions
      of
      SFAS No. 133 and SFAS No. 140. This statement is effective for all
      financial instruments acquired or issued in fiscal years beginning after
      September 15, 2006. Management is currently evaluating the impact of
      adopting SFAS No. 155 on its financial position, cash flows, and results of
      operations.





In
      September 2006, the FASB issued SFAS No. 157, “ *Fair
      Value Measurements”* .
      SFAS
      No. 157 defines fair value, establishes a framework for measuring fair
      value in accordance with generally accepted accounting principles, and expands
      disclosures about fair value measurements. The provisions of SFAS No. 157
      are effective for fiscal years beginning after November 15, 2007.
      Management is currently evaluating the impact of adopting SFAS No. 157 on its
      financial position, cash flows, and results of operations.





On
      December 15, 2006 the SEC announced that it is has modified reporting
      requirements for smaller public companies under Section 404 of the
      Sarbanes-Oxley Act (SOX 404) of 2002. The Commission granted relief to smaller
      public companies by extending the date by which non-accelerated filers must
      start providing a report by management assessing the effectiveness of the
      company’s internal control over financial reporting. The compliance date for
      these companies was moved from fiscal years ending on or after July 15,
      2007, to fiscal years ending on or after December 15, 2007. The Commission
      also extended the date by which non-accelerated filers must begin to comply
      with
      the Section 404(b) requirement to provide an auditor’s attestation report on
      internal control over financial reporting in their annual reports. This deadline
      was moved to the first annual report for a fiscal year ending on or after
      December 15, 2008. This provision has been further extended to 2009. The
      extension requires all non-accelerated filers to complete only the management’s
      portion of the internal control requirements in their first year of compliance
      with SOX 404. This modification is intended to provide cost savings and
      efficiency opportunities to smaller public companies and to assist them as
      they
      prepare to comply fully with SOX 404 reporting requirements. The extension
      will
      provide these issuers and their auditors an additional year to consider, and
      adapt to, the changes in Auditing Standard No. 2 that the Commission and
      the Public Company Accounting Oversight Board intend to make, as well as the
      guidance for management the Commission has issued, to improve the efficiency
      of
      the Section 404(b) auditor attestation report process.





13




**Report
      of Independent R** **egistered
      Public Accounting Firm**





To
      the
      Board of Directors and Stockholders


of
      Splinex Technologies, Inc.





We
      have
      audited the accompanying consolidated balance sheets of Splinex Technologies,
      Inc. (a Development Stage Company) as of March 31, 2007 and 2006, and the
      related consolidated statements of operations, changes in stockholders’
deficiency in assets and cash flows for the years then ended and for the period
      from October 28, 2003 (inception) through March 31, 2007. These consolidated
      financial statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these consolidated financial
      statements based on our audit.





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





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Splinex Technologies, Inc.
      as of March 31, 2007 and 2006, and the results of their operations and their
      cash flows for the years then ended and from October 28, 2003 (inception)
      through March 31, 2007, in conformity with accounting principles generally
      accepted in the United States of America.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 2 to the
      consolidated financial statements, the Company has experienced recurring losses
      in the development stage. This raises substantial doubt about the Company’s
      ability to continue as a going concern. Management’s plans in regard to these
      matters are also described in Note 2. The consolidated financial statements
      do
      not include any adjustments that might result from the outcome of this
      uncertainty.





/s/
      Daszkal Bolton LLP





Boca
      Raton, Florida


January
      2, 2008




14


SPLINEX
        TECHNOLOGY INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED
        BALANCE SHEETS
 
 March 31, 2006
              
              March 31, 2007**ASSETS**Current
                  assetsCash
              
              $
              9,458
              
              $
              251Prepaid
                  expenses and other
              
              
              39,189
              
              
              5,132Total
                  current assets
              
              
              48,647
              
              
              5,383Property
                  and equipment, net
              
              
              7,340
              
              
              -Accounting
                  software license
              
              
              20,192
              
              
              -Other
                  assets
              
              
              9,881
              
              
              -Total
                  assets
              
              $
              86,060
              
              $
              5,383**LIABILITIES
                  AND STOCKHOLDERS' DEFICIENCY IN ASSETS**Current
                  liabilitiesDemand
                  note payable and accrued interest due to related party - Ener1
                  Group
              
              
              435,540
              
              
              776,476Note
                  payable and accrued interest due to related party -
                  Bzinfin
              
              
              2,677,707
              
              
              2,805,207Accounts
                  payable
              
              
              563,006
              
              
              557,120Accrued
                  expenses
              
              
              683,093
              
              
              500,927Due
                  to related parties
              
              
              138,262
              
              
              138,262Total
                  liabilities
              
              
              4,497,608
              
              
              4,777,992**COMMITMENTS
                  AND CONTINGENCIES****STOCKHOLDERS'
                  DEFICIENCY IN ASSETS**Preferred
                  stock ($.001 par value, 150,000,000 sharesauthorized
                  and no shares issued and outstanding
              
              
              -
              
              
              -Common
                  stock ($.001 par value, 300,000,000 sharesauthorized and 100,670,270 and 100,757,770 sharesissued and outstanding)
              
              
              100,758
              
              
              100,758Treasury
                  stock, at cost; 0 and 250,000 shares, respectively
              
              
              (62,500
              )
              
              (62,500
              )Paid
                  in capital
              
              
              1,109,712
              
              
              1,109,712Deficit
                  accumulated during the development stage
              
              
              (5,559,518
              )
              
              (5,920,579
              )Total
                  stockholders' deficiency in assets
              
              
              (4,411,548
              )
              
              (4,772,609
              )Total
                  liabilities and stockholders' deficiency in assets
              
              $
              86,060
              
              $
              5,383
 
 See
        accompanying notes to consolidated financial statements.
  15
  SPLINEX
        TECHNOLOGY INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED
        STATEMENTS OF OPERATIONS
 
 CumulativeFrom Inception(October 28,Year
              
              Year
              
              2003)Ended
              
              Ended
              
              ThroughMarch 31, 2006
              
              March 31, 2007
              
              March 31, 2007Net
                  sales
              
              $
              1,971
              
              $
              1,793
              
              $
              3,813Operating
                  ExpensesSales
                  and marketing
              
              
              196,018
              
              
              -
              
              
              561,296General
                  and administrative
              
              
              1,280,311
              
              
              371,217
              
              
              3,557,435Research
                  and development
              
              
              661,994
              
              
              -
              
              
              1,984,516Total
                  operating expenses
              
              
              2,138,323
              
              
              371,217
              
              
              6,103,246Costs
                  of merger and registration
              
              
              -
              
              
              -
              
              
              512,321Total
                  expenses
              
              
              2,138,323
              
              
              371,217
              
              
              6,615,567Loss
                  from operations
              
              
              (2,136,352
              )
              
              (369,424
              )
              
              (6,611,754
              )Other
                  income (expense)Other
                  income from settlements
              
              
              -
              
              
              167,244
              
              
              167,244Interest
                  expense, net
              
              
              (126,977
              )
              
              (158,881
              )
              
              (298,916
              )Total
                  other income and expense
              
              
              (126,977
              )
              
              8,363
              
              
              (131,672
              )Loss
                  before income taxes
              
              
              (2,263,329
              )
              
              (361,061
              )
              
              (6,743,426
              )Income
                  taxes
              
              
              -
              
              
              -
              
              
              -Net
                  loss
              
              $
              (2,263,329
              )
              $
              (361,061
              )
              $
              (6,743,426
              )Net
                  loss per basic and fully diluted share
              
              $
              (0.02
              )
              $
              (0.00
              )Weighted
                  average shares outstanding
              
              
              100,582,154
              
              
              100,757,770
 
 See
        accompanying notes to consolidated financial statements.
  16
  SPLINEX
        TECHNOLOGY INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED
        STATEMENTS OF CHANGES IN
 STOCKHOLDERS’
        DEFICIENCY IN ASSETS
 
 **Deficit****Accumulated**
              
              **Total****Additional**
              
              **During the**
              
              **Stockholders'****Preferred Stock**
              
              **Common Stock**
              
              **Treasury**
              
              **Paid
                  in**
              
              **Development**
              
              **Deficiency****Shares**
              
              **Amount**
              
              **Shares**
              
              **Amount**
              
              **Stock**
              
              **Capital**
              
              **Stage**
              
              **in Assets**Balance
                  at March 31, 2005
              
              
              -
              
              
              -
              
              
              100,670,270
              
              $
              100,670
              
              $
              -
              
              $
              1,101,049
              
              $
              (3,296,189
              )
              
              (2,094,470
              )Acquisition
                  of treasury stock
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (62,500
              )
              
              -
              
              
              -
              
              
              (62,500
              )Stock
                  options exercised
              
              
              -
              
              
              -
              
              
              87,500
              
              
              88
              
              
              -
              
              
              8,663
              
              
              -
              
              
              8,751Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,263,329
              )
              
              (2,263,329
              )Balance
                  at March 31, 2006
              
              
              -
              
              
              -
              
              
              100,757,770
              
              
              100,758
              
              
              (62,500
              )
              
              1,109,712
              
              
              (5,559,518
              )
              
              (4,411,548
              )Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (361,061
              )
              
              (361,061
              )Balance
                  at March 31, 2007
              
              
              -
              
              $
              -
              
              
              100,757,770
              
              $
              100,758
              
              $
              (62,500
              )
              $
              1,109,712
              
              $
              (5,920,579
              )
              $
              (4,772,609
              )
 
 See
        accompanying notes to consolidated financial statements.
  17
  SPLINEX
        TECHNOLOGY INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS
 
 CumulativeFrom Inception(October 28,Year
              
              Year
              
              2003)Ended
              
              Ended
              
              ThroughMarch 31, 2006
              
              March 31, 2007
              
              March 31, 2007Cash
                  flows from operating activities:Net
                  loss
              
              $
              (2,263,329
              )
              $
              (361,061
              )
              $
              (6,743,426
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
              
              
              34,909
              
              
              7,340
              
              
              71,817Executive
                  compensation and other expenses paid with common stock
              
              
              7,613
              
              
              -
              
              
              32,179Non
                  cash interest expense
              
              
              126,007
              
              
              158,004
              
              
              292,251Changes
                  in operating assets and liabilities:
              
              
              
              
              
              
              
              
              -Prepaid
                  expenses and other
              
              
              (21,280
              )
              
              53,417
              
              
              (5,133
              )Due
                  to related parties
              
              
              31,502
              
              
              -
              
              
              138,261Deposits
              
              
              -
              
              
              9,881
              
              
              -Accounts
                  payable
              
              
              128,040
              
              
              (5,884
              )
              
              557,123Accrued
                  expenses
              
              
              407,771
              
              
              (182,166
              )
              
              447,177Total
                  adjustments
              
              
              714,562
              
              
              40,592
              
              
              1,533,675Net
                  cash used in operating activities
              
              
              (1,548,767
              )
              
              (320,469
              )
              
              (5,209,751
              )Cash
                  flows from investing activities:Purchase
                  of equipment
              
              
              -
              
              
              -
              
              
              (79,429
              )Employee
                  loans and advances, net
              
              
              22,878
              
              
              831
              
              
              -Net
                  cash used in investing activities
              
              
              22,878
              
              
              831
              
              
              (79,429
              )Cash
                  flows from financing activities:Note
                  payable related party
              
              
              1,279,000
              
              
              310,431
              
              
              3,289,431Contributed
                  capital from equity investors
              
              
              -
              
              
              -
              
              
              2,000,000Net
                  cash provided by financing activities
              
              
              1,279,000
              
              
              310,431
              
              
              5,289,431Net
                  increase (decrease) in cash
              
              
              (246,889
              )
              
              (9,207
              )
              
              251Cash
                  at beginning of period
              
              
              256,347
              
              
              9,458
              
              
              -Cash
                  at end of period
              
              $
              9,458
              
              $
              251
              
              $
              251Supplemental
                  Disclosure of Cash Flow Information Cash paid during the year
                  for:Interest
              
              $
              -
              
              $
              -
              
              $
              -Income
                  taxes
              
              $
              -
              
              $
              -
              
              $
              -Non-cash
                  investing and financing activities:Common
                  stock issued in merger
              
              $
              -
              
              $
              -
              
              $
              150,000Costs
                  of merger recorded as reduction in paid in capital
              
              $
              -
              
              $
              -
              
              $
              (150,000
              )
 
 See
        accompanying notes to consolidated financial statements.
  18
  SPLINEX
        TECHNOLOGY INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
        1.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Organization
        and Basis of Presentation
 
 Splinex
        Technology Inc. ( “Technology”) was organized under the laws of the State of
        Delaware as a wholly owned subsidiary of Splinex, LLC, a Florida limited
        liability company (the “Predecessor”), to conduct the business and operations of
        the Predecessor. Under an agreement effective April 1, 2004 (the
“Contribution Agreement”), the Predecessor contributed substantially all of its
        assets, liabilities and operations to Technology. The financial statements
        include the accounts of Technology and the Predecessor (combined, the
“Company”), and all material intercompany transactions have been eliminated.
        Certain items have been reclassified to the current year’s presentation. The
        Company began its development stage activity on October 28, 2003
        (“Inception”).
 
 Reclassifications
 
 Certain
        prior period amounts have been reclassified to conform to the current year
        presentation.
 
 Basis
        of
        Consolidation
  The
        consolidated financial statements include the accounts of Splinex Technology
        Inc. and its wholly owned subsidiary, ANTAO Ltd., a limited liability company
        formed under the laws of Russia (“ANTAO”). All material intercompany accounts
        and transactions have been eliminated in consolidation.
 
 Business
        Activity
 
 In
        2004,
        the Company began developing visualization software, and commenced selling
        the
        software in 2005. Due to lack of significant sales, the Company substantially
        reduced its workforce and overhead costs beginning in September 2005. The
        Company terminated its use of software development services previously provided
        to us by Splinex Outsourcing, Inc., a Russian outsourcing company; terminated
        or
        accepted resignations from our personnel, certain executives, and managers;
        and
        ceased marketing activities. From September 2005 through July 2007, Ener1
        Group,
        Inc., a related party, began loaning the Company money to fund its operations.
        In July 2007, Ener1 Group, Inc. stopped funding the Company operations and
        the
        Company stopped paying its remaining executive employee. In August and September
        2007, two of the three members of the board of directors resigned. The Company
        had no employees at March 31, 2007; however, a non-paid executive continues
        to
        perform duties as necessary.
 
 As
        further described in the Subsequent Events note, in December 2007, a related
        party structured a transaction that provided funds to the Company to settle
        its
        existing debts at a discount to the face amount of the obligations, restructured
        certain notes payable in exchange for newly issued common shares of the Company,
        and gave Splinex LLC a substantial majority of the outstanding common shares
        (the “Splinex Restructuring”). The Company expects its controlling shareholders
        to direct Splinex to acquire one or more companies, although no definitive
        purchase agreements have yet been signed.
 
 The
        Company has minimal sales and no sales contracts and is considered to be
        in the
        development stage as of March 31, 2007.
 
 Use
        of
        Estimates
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosures of contingent assets and liabilities as of the
        balance sheet date and the reported amounts of expenses for the period
        presented. Actual results could differ from those estimates.
  19
  Cash
        and
        Cash Equivalents
 
 Cash
        and
        cash equivalents include highly liquid money market investments purchased
        with
        an original maturity of three months or less. At March 31, 2007, the Company
        had
        no cash equivalents. The Company maintains its cash in a bank deposit account,
        the balance of which, at times, may exceed federally insured limits. Accounts
        are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to
        $100,000. At March 31, 2007, the Company had no deposits in excess of FDIC
        insured limits.
 
 Foreign
        Currency Transactions
 
 All
        transactions of the Company are denominated in U.S. dollars. The Company
        paid
        Russian research, programming and administrative costs under a U.S. dollar
        denominated agreement. Consolidated general and administrative expenses include
        immaterial foreign exchange rate losses on Russian bank balances maintained
        by
        ANTAO. The Company has not engaged in foreign currency hedging activities.
 
 Stock-Based
        Compensation
 
 Statement
        of Financial Accounting Standards (“SFAS”) No. 123R, “Accounting for
        Stock-Based Compensation,” requires companies to record employee stock option
        compensation at fair value. The Company adopted SFAS 123R during the quarter
        ending March 31, 2005. No options were granted or exercised and 250,000 options
        expired during the year ended March 31, 2007. At March 31, 2007, the Company
        has
        300,000 options outstanding under its plan, of which 187,500 options are
        vested,
        with an exercise price of $0.10 per share and with a remaining contractual
        term
        of 7 years.
 
 Software
        Development Costs
 
 The
        Company accounts for software development costs in accordance with SFAS
        No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased
        or Otherwise Marketed.” Costs incurred to establish the technological
        feasibility of a computer software product are considered research and
        development costs and are expensed as incurred. When the technological
        feasibility of a software product has been established using the working
        model
        approach, development cost are capitalized. Capitalization of these costs
        ceases
        when the product is ready for production. The Company has expensed all software
        development costs since Inception.
 
 Revenue
        Recognition
 
 The
        Company’s revenues, net of sales returns and other allowances, are from the
        licensing of products. The Company recognizes revenues in accordance with
        Statement of Position or “SOP” 97-2, “Software Revenue Recognition,” as amended,
        SOP 81-1, “Accounting for Performance of Construction-Type and Certain
        Production-Type Contracts,” and Staff Accounting Bulletin or “SAB” 104, “Revenue
        Recognition.” The Company will recognize revenues when persuasive evidence of an
        arrangement exists, delivery has occurred, the vendor’s fee is fixed or
        determinable, vendor-specific objective evidence exists for all undelivered
        elements of the arrangement and collection is determined to be probable.
 
 Fixed
        assets
 
 The
        Company depreciates computer equipment and software over the useful lives
        of
        such assets, generally three years.
 
 Earnings
        Per Share
 
 Basic
        net
        earnings (loss) per common share are computed by dividing net earnings (loss)
        applicable to common shareholders by the weighted-average number of common
        shares outstanding during the period. Diluted net earnings (loss) per common
        share is determined using the weighted-average number of common shares
        outstanding during the period, adjusted for the dilutive effect of common
        stock
        equivalents, consisting of shares that would be issued upon exercise of common
        stock options. In periods when losses are reported, the weighted-average
        number
        of common shares outstanding excludes common stock equivalents because their
        inclusion would be anti-dilutive.
  20


Fair
      Value of Financial Instruments





The
      Company’s financial instruments consist mainly of cash, short-term payables and
      borrowings under the notes payable. The Company believes that the carrying
      amounts approximate fair value, due to their short-term maturities and current
      interest rates.





Impairment
      of Long-Lived Assets





The
      Company reviews its long-lived assets for impairment whenever events or changes
      indicate that the carrying amount of an asset or group of assets may not be
      recoverable. An impairment loss of $20,000 and $0 was recorded during the fiscal
      years ended March 31, 2007 and 2006, related to accounting software licenses
      no
      longer in use.





Other
      Income





Other
      income reflects gains from settlement for less than face value of various
      obligations due to vendors and former employees.





NOTE
      2.
      GOING CONCERN CONSIDERATIONS





The
      Company’s financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the settlement of liabilities
      and commitments in the normal course of business. The Company is in the
      development stage and has had minimal revenues since Inception. Management
      recognizes that the Company must raise capital sufficient to fund business
      activities until such time as it can generate revenues and net cash flows in
      amounts necessary to enable it to continue in existence. The realization of
      assets and satisfaction of liabilities in the normal course of business is
      dependent upon the Company achieving these goals. Management’s plans include
      such alternatives as an acquisition or merger with a company.





The
      Company has been unable to generate any significant sales of the product due
      in
      part to a lack of funds for marketing and promotion. In addition, a value added
      reseller of its product was unable to generate significant sales of the product.
      In September 2005, the Company changed its business strategy and took certain
      actions to reduce its overhead costs. The Company terminated its use of software
      development services previously provided by Splinex Outsourcing, Inc., a Russian
      outsourcing company; terminated or accepted resignations from most of its
      personnel, executives, and managers; and ceased marketing activities. From
      September 2005 through July 2007, Ener1 Group, Inc., a related party, loaned
      the
      Company money to fund its operations. In July 2007, Ener1 Group, Inc. stopped
      funding the Company operations and stopped paying its remaining executive
      employee. In August and September 2007, two of the three members of the board
      of
      directors resigned. The Company had no employees at March 31, 2007; however,
      a
      non-paid executive continues to perform duties as necessary.





As
      described in Note 13 - Subsequent Events, in December 2007, a related party
      structured a transaction that provided funding to the Company to settle existing
      debts of the Company at a discount to the face amount of the obligations,
      restructured certain notes payable in exchange for newly issued common shares
      of
      the Company, and gave Splinex LLC substantial majority of the outstanding common
      shares (the “Splinex Restructuring”). The Company expects the Company’s
      controlling shareholders to direct the Company to acquire or merge with one
      or
      more companies, although no definitive purchase agreements have yet been signed.





The
      Company has engaged in discussions with several potential merger partners,
      but
      to date has been unable to reach agreement on terms for a merger primarily
      because the Company had been unable to reach a satisfactory settlement of
      certain severance and trade obligations. The Company has no formal agreements
      to
      merge with another company, and expects that Splinex LLC, the controlling
      shareholder, will direct Splinex to find an appropriate merger partner and
      complete a merger after completion of the Splinex Restructuring. If the Company
      did not complete the Splinex Restructuring, it is likely that the Company would
      discontinue operations and cease to do business.





In
      accordance with the funding provisions in the Predecessor’s operating agreement,
      certain members of the Predecessor contributed capital of $2,000,000 to the
      Predecessor. As of July 27, 2005, the Company had borrowed $2,500,000 under
      a
      $2,500,000 revolving loan agreement with Bzinfin, S. A., a company that is
      affiliated with the Company through common ownership (the “Bzinfin Loan”). The
      Company borrowed an additional $50,000 from Bzinfin during September 2005,
      and
      the loan agreement was amended to include the additional borrowing under the
      same terms and conditions. Loans under this agreement must be repaid two years
      from the date of the initial funding, which occurred on February 7, 2005. The
      Company received an extension of the due date of the Bzinfin Loan from February
      7, 2007 until June 30, 2007. The loan is currently in default.


21


The
      Company borrowed funds from a related party, Ener1 Group, Inc., to pay certain
      ongoing expenses while we pursue alternatives, which could include acquisitions
      of or joint ventures with companies that could benefit from our core
      technologies. The Company ceased receiving funding from Ener1 Group, Inc.
      effective July 2007. From October 2005 through March 31, 2007, the Company
      borrowed $739,431 from Ener1 Group, Inc., under a demand note that bears
      interest at an annual rate of 5% payable at maturity.





Management
      believes that actions presently being taken, as described herein, provide the
      opportunity for the Company to continue as a going concern; however, there
      is no
      assurance this will occur.





NOTE
      3.
      SEGMENT INFORMATION





The
      Company’s sole reportable business segment is visual communication software
      products and services. The Company’s accounting policies for segments are the
      same as those described in the summary of significant accounting policies.





NOTE
      4.
      PROPERTY AND EQUIPMENT





Property
      and equipment consisted of the following at March 31, 2006 and
      2007:





**2006**
            
            **2007**Office
                and computer equipment
            
            $
            40,225
            
            $
            4,000Computer
                software
            
            
            26,308
            
            
            -66,533
            
            
            4,000Less
                accumulated depreciation
            
            
            (59,193
            )
            
            (4,000
            )$
            7,340
            
            $
            -








Depreciation
      expense was $7,340 and $34,910 for the fiscal years ending March 31, 2007 and
      2006, respectively. Computer equipment and software no longer in service were
      considered disposed at March 31, 2007.





.NOTE
      5.
      ACCRUED EXPENSES





Accrued
      expenses represent expenses that are owed at the end of the period that either
      have not been billed by the provider or paid by the Company. Accrued expenses
      also include severance and other wage-related expenses due to former employees.
      At March 31, 2006 and 2007, accrued expenses consisted of the
      following:





**March
                31,**
              **2006**
            
            **March
                31,**
              **2007**Accrued
                severance and termination obligations
            
            $
            561,111
            
            $
            467,416Accrued
                Russian programming closing costs
            
            
            43,000
            
            
            -Audit
            
            
            40,000
            
            
            24,000Accrued
                vacation and wages
            
            
            11,555
            
            
            9,511Miscellaneous
            
            
            27,427
            
            
            -$
            683,093
            
            $
            500,927





22





NOTE
      6.
      STOCKHOLDERS’ EQUITY





The
      Company has the authority to issue 300,000,000 shares of common stock, par
      value
      of $0.001 per share. Each holder of common stock is entitled to one vote for
      each share held. The Company has the authority to issue 150,000,000 shares
      of
      preferred stock, par value $0.001 per share, which may be divided into series
      with the designations, powers, preferences, and relative rights and any
      qualifications, limitations or restrictions as determined by the Company’s board
      of directors.





During
      October 2005, a former employee forfeited 250,000 restricted shares of the
      Company's common stock. The Company has recorded the forfeited restricted stock
      as treasury stock at $62,500 based upon the closing price of the common stock
      on
      the date of forfeiture.





NOTE
      7.
      STOCK OPTIONS AND STOCK GRANTS





In
      June
      2004, the board of directors of the Company formally approved the 2004 Stock
      Option Plan (the “Plan”), which initially authorizes the issuance of grants to
      Company employees to purchase up to 5,000,000 shares of the Company’s common
      stock. After June 30, 2005, the Company may grant options under the Plan to
      purchase up to the lesser of an additional 5,000,000 shares of common stock,
      5 percent of the outstanding shares of the Company common stock on such
      date, or an amount determined by the board of directors.





During
      the year ending March 31, 2006, 5,437,500 shares expired or were forfeited,
      and
      87,500 shares were exercised. No options were granted during fiscal 2006. During
      the year ending March 31, 2007, 250,000 shares expired or were forfeited. No
      options were granted during fiscal 2007.





The
      following table summarizes the changes in stock options for the two years ending
      March 31, 2007.





**Options**
            
            **Number
                of Options**
            
            **WeightedAverage
                Price**
            
            **AverageRemaining
                ContractualTerm**
            
            **IntrinsicValue**Outstanding
                at March 31, 2005
            
            
            6,325,000
            
            $
            0.24
            
            
            9.8Granted
            
            
            -Exercised
            
            
            (87,500
            )
            $
            0.10Forfeited
                or expired
            
            
            (5,437,500
            )
            $
            0.23Outstanding
                at March 31, 2006
            
            
            800,000
            
            $
            0.10
            
            
            8.8
            
            $
            -Granted
            
            
            -Exercised
            
            
            -Forfeited
                or expired
            
            
            (250,000
            )
            $
            0.10
            
            
            7.8Outstanding
                at March 31, 2007
            
            
            550,000
            
            $
            0.10
            
            
            8.8
            
            $
            -Vested
                or expected to vest at March 31, 2006
            
            
            300,000
            
            $
            0.10
            
            
            8.8
            
            $
            -Exercisable
                at March 31, 2006
            
            
            300,000
            
            $
            0.10
            
            
            8.8
            
            $
            -Vested
                or expected to vest at March 31, 2007
            
            
            412,500
            
            $
            0.10
            
            
            7.8
            
            $
            -Exercisable
                at March 31, 2007
            
            
            412,500
            
            $
            0.10
            
            
            7.8
            
            $
            -





During
      the quarter ending March 31, 2005, the Company adopted the provisions of SFAS
      No. 123 for accounting for transactions in which an entity exchanges its equity
      instruments for goods or services, including obtaining employee services in
      share-based payment transactions. No options were granted in fiscal 2006 or
      2007.





During
      the year ended March 31, 2005, the Company granted 400,000 shares of restricted
      common stock to its chief executive officer; as of March 31, 2006, the
      restrictions as to the transferability of such shares had lapsed. The Company
      also granted 250,000 shares of restricted common stock to an executive that
      was
      subject to a lapsing right of forfeiture commencing in January 2006; the
      employee forfeited the 250,000 shares in October 2005 under a termination
      agreement.


23


NOTE
      8.
      LONG TERM DEBT DUE TO RELATED PARTY





Effective
      April 1, 2004, a company that is affiliated with the Company through common
      ownership, entered into a revolving loan agreement, the Bzinfin Loan, with
      the
      Company under which the Company borrowed $2,550,000 in aggregate principal
      through March 31, 2006. Loans under this agreement bear interest at an annual
      rate of 5% and must be repaid two years from the date of the initial funding,
      which occurred on February 7, 2005. The Company received an extension of the
      due
      date of the Bzinfin Loan from February 7, 2007 until June 30, 2007. The loan
      is
      in default as of July 1, 2007. No principle or interest payments have been
      made.
      Accrued interest at March 31, 2007 was $255,207.





At
      March
      31, 2007, the Company had borrowed $739,431 from Ener1 Group under a demand
      note
      bearing annual interest of 5% to fund working capital needs. Accrued interest
      at
      March 31, 2007 was $37,045.




NOTE
      9.
      INCOME TAXES




Deferred
      income taxes reflect the net tax effects of temporary differences between the
      carrying amounts of assets and liabilities for financial reporting purposes
      and
      the amounts of assets and liabilities used for income tax purposes. At March
      31,
      2007 and 2006, the Company had cumulative federal net operating loss carry
      forwards (NOL) of approximately $5.4 million and $5.0 million, respectively.
      The
      Company has never filed Federal tax returns, and may be subject to certain
      fines
      and penalties. The NOL expires beginning in December 2025 Pursuant to Sections
      382 and 383 of the Internal Revenue Code, annual use of any of the Company's
      net
      operation loss and credit carry forwards may be limited if cumulative changes
      in
      ownership of more than 50% occur during any three year period.





The
      net
      provision (benefit) for income taxes consisted of the following at March 31,
      2006 and 2007:





2006
            
            2007Current
                Federal income taxes
            
            $
            -
            
            $
            -Deferred
                income tax benefit
            
            
            (850,000
            )
            
            (215,000
            )Change
                in valuation allowance
            
            
            850,000
            
            
            215,000Total
                income tax provision
            
            $
            -
            
            $
            -




Significant
      components of the Company's deferred tax assets at March 31, 2006 and 2007
      are
      as follows:





2006
            
            2007Net
                operating loss carryforwards
            
            $
            1,635,000
            
            $
            1,930,000Accrued
                compensation and other
            
            
            260,000
            
            
            180,0001,895,000
            
            
            2,110,000Valuation
                allowance for deferred tax assets
            
            
            (1,895,000
            )
            
            (2,110,000
            )Net
                deferred tax asset
            
            $
            -
            
            $
            -


24




A
      reconciliation between actual income taxes and amounts at March 31, 2006 and
      2007 computed by applying the federal statutory rate of 34% to pre-tax loss
      is
      summarized as follows:





2006
            
            2007U.
                S. Federal statutory rate on loss before income taxes
            
            
            34.0
            %
            
            34.0
            %State
                income tax, net of federal tax benefit
            
            
            3.6
            %
            
            3.6
            %Increase
                in valuation allowance
            
            
            -37.6
            %
            
            -37.6
            %Total
                income tax provision
            
            
            0.0
            %
            
            0.0
            %




Operating
      losses of the Predecessor in the amount of $822,847 prior to the date of the
      Contribution Agreement were allocated to the Predecessor and are not available
      to the Company as net operating loss carryforwards. On a pro forma basis, had
      the Company been taxed as a C corporation for federal income tax purposes,
      the
      income tax benefit would have been $279,768 for the period ending March 31,
      2004, which would have been fully offset by a valuation allowance.





NOTE
      10.
      RELATED PARTY TRANSACTIONS





On
      January 1, 2004 and February 1, 2004, the Company entered into
      consulting agreements with two members of the Predecessor, one of whom is also
      director of the Company. The consulting agreements engage the members to provide
      consulting services including providing advice regarding equity restructuring,
      business planning, strategic planning, and international licensing in exchange
      for $100,000 per year, or a monthly fee to each consultant of $8,333. General
      and administrative expenses for the years ended March 31, 2007 and 2006 include
      consulting fees under these agreements of $150,000 and $200,000, respectively.
      Accounts payable includes $150,000 and $184,000 due to the related party
      consultants at March 31, 2007 and March 31, 2006, respectively. These consulting
      agreements were terminated effective December 31, 2006.




The
      Company shared personnel with Ener1, Inc. and Ener1 Group, Inc., entities
      affiliated with the Company by common ownership and through common control.
      Accordingly, amounts have been allocated to and from the Company for the
      services of personnel and other expenses. The Company incurred rent expense
      for
      its office space under a sublease with Ener1 Group, Inc. in the amounts of
      $11,575 and $62,263 for the years ended March 31, 2007 and 2006, respectively.
      No further rent expenses were incurred after December 31, 2006.




Related
      parties reimbursed the Company for the time spent by one of its employees for
      patent and research work; as a result, administrative wages and research and
      development wages are net of reimbursements of $0 and $17,160, for the years
      ended March 31, 2007 and 2006, respectively. General and administrative expenses
      included legal expenses payable to Ener1 Group, Inc. for the services of an
      Ener1 Group employee who serves as the Company’s general counsel in the amount
      of $0 and $9,200 for the years ended March 31, 2007 and 2006, respectively.
      Other administrative services were provided by personnel of Ener1, Inc. in
      the
      amount of $0 and $1,782 for the years ended March 31, 2007 and
      2006.





During
      fiscal 2006, the Company worked with Russian-based scientists and programmers
      who were employed by Splinex Outsourcing LLC, a Russian company. During the
      year
      ending March 31, 2006, the Company paid $120,207 to Splinex Outsourcing LLC,
      of
      which $40,207 was paid through ANTAO and $80,000 was paid through Ener1 Group,
      Inc. In September 2005, the Company terminated the development work provided
      by
      Splinex Outsourcing.





Effective
      January 27, 2006, the Company’s President, Mr. Herlihy, began performing
      services for Ener1, Inc., including serving as its Chief Financial Officer
      from
      January 27, 2006 through October 16, 2006 and again as of November, 2007, in
      addition to his continuing role at Splinex. Splinex paid $60,000 and Ener1
      paid
      $190,000 of Mr. Herlihy’s $250,000 annual salary through May 2007, at which time
      Splinex discontinued making salary payments to Mr. Herlihy. Mr. Herlihy
      dedicated substantially all of his time to Ener1 except for the time necessary
      to attend to the administrative and financial matters of
      Splinex.


25


NOTE
      11.
      ACQUISITION





On
      September 20, 2004, the sole stockholder of ANTAO, who is a member of Splinex,
      LLC, contributed the outstanding stock of ANTAO to the Company pursuant to
      his
      obligations under the Splinex, LLC operating agreement. ANTAO’s sole asset was
      cash of $2,509, which represents advances previously paid by the Company. This
      asset was offset by a liability of $2,509 for amounts due to Splinex Outsourcing
      LLC. The results of operations of ANTAO have been included in the consolidated
      results of operations of the Company from September 20, 2004. There was no
      financial activity in ANTAO during fiscal 2007.





NOTE
      12.
      COMMITMENTS AND CONTINGENCIES





***Foreign
      subsidiary***





The
      Company has outsourced computer programming to a company located in Ekaterinberg
      Russia. The Company may engage in outsourcing or other business operations
      in Russia again in the future. The Company’s operations in Russia are subject to
      significant risks not typically associated with companies in North America
      and
      Western Europe. These risks include, among others, political, economic
      and legal risks associated with doing business in Russia, limitations on foreign
      currency transactions, and risks associated with evolving Russian laws on
      issues including creditor rights and intellectual property. The Company’s
      ability to develop products and earn revenues may be adversely affected by
      changes in the political, economic, legal and social conditions in Russia,
      and
      by changes in governmental policies with respect to laws and regulations,
      anti-inflationary measures, foreign currency transactions, and rates and methods
      of taxation, among other things.





***Lease
      Commitments***




Effective
      April 1, 2004, the Company assumed the rights and obligations under a
      sublease agreement for its office facility that the Predecessor entered into
      in
      October 2003. The sublease agreement was to have expired on
      February 28, 2008. The Company terminated the lease on June 1, 2006, and a
      subtenant assumed the lease obligations to Ener 1 Group on June 1, 2006. The
      Company has no further office lease obligations.




NOTE
      13.
      SUBSEQUENT EVENTS





In
      December 2007, a related party structured a transaction that provided funds
      to
      the Company to settle its existing debts at a discount to the face amount of
      the
      obligations, restructured certain notes payable which will be exchanged for
      newly issued common shares of the Company, and gave Splinex LLC substantial
      majority of the outstanding common shares (the “Splinex Restructuring”). The
      Company expects its controlling shareholders to direct Splinex to acquire one
      or
      more companies, although no definitive purchase agreements have yet been signed.
      The actions taken to restructure the company are described in the following
      paragraph.





In
      December 2007, Bzinfin agreed to loan Splinex LLC up to $500,000 to lend to
      the
      Company to be used to fund the settlement of certain financial obligations
      and
      the costs of audit and filing financial reports with the SEC. On or about
      December 17, 2007, under a Purchase Agreement, 1) certain holders, who had
      received shares in the Company as distributions from Splinex LLC, transferred
      their ownership of 35,162,334 shares of common stock of the Company to Splinex
      LLC for nominal consideration, and 2) Bzinfin and Ener1 Group assigned debt
      obligations to Splinex LLC in the amount of $2,805,207 and $845,864,
      respectively. Under a Purchase Agreement dated December 17, 2007, TGR Capital
      LLC, a Florida limited liability company (“TGR”) controlled by a related party,
      1) acquired the membership interests in Splinex LLC, thereby giving TGR control
      over Splinex LLC, and 2) agreed to repay the Bzinfin loan of $500,000. Under
      an
      Exchange Agreement dated December 18, 2007, the Company agreed to issue
      113,500,000 newly issued shares of the Company to Splinex LLC of which 8,500,000
      shares will be issued to Bzinfin and 2,125,000 will be issued to Alexander
      Malovik in exchange for the Bzinfin and Ener1 Group notes. The shares will
      be
      issued upon the appointment of a new transfer agent for the Company, which
      is
      expected in January 2008. Splinex LLC owned 98,157,334 shares of the Company
      as
      of December 17, 2007 after the transfer and will own 201,032,334 shares after
      the completion of the Exchange Agreement. The Company had 100,757,769 shares
      outstanding at December 17, 2007 and will have 214,257,769 shares outstanding
      after the completion of the Exchange Agreement. On December 17, 2007, the
      Company agreed to revised payment terms related to a termination agreement
      with
      its former chief executive officer. The Company has terminated consulting
      agreements with Mike Zoi and Peter Novak, and the consultants have agreed to
      terminate all previous accrued consulting payment obligations. As of December
      20, 2007, the Company has reached settlement agreements with substantially
      the
      majority of all remaining creditors.


26


The
      following is a pro forma financial statement of the expected liabilities and
      stockholders’ equity assuming that the Splinex Restructuring is completed as
      described above:





September
                30,
              2007
            
            Pro
                Forma
              Balance
                Sheet December 31,
              2007**ASSETS**Current
                assetsCash
            
            $
            66
            
            $
            173,074Total assets
            
            $
            66
            
            $
            173,074**LIABILITIES
                AND STOCKHOLDERS' EQUITY OR DEFICIENCY IN ASSETS**Current
                liabilitiesDemand note payable and accrued interest due to related party - Ener1
                Group
            
            
            818,856
            
            
            -Note payable and accrued interest due to related party - Bzinfin
            
            
            2,868,957
            
            
            -Accounts payable
            
            
            557,122
            
            
            -Accrued expenses
            
            
            511,171
            
            
            -Due to related parties
            
            
            138,262
            
            
            -Total current liabilities
            
            
            4,894,368
            
            
            -**COMMITMENTS
                AND CONTINGENCIES****STOCKHOLDERS'
                EQUITY OR DEFICIENCY IN ASSETS**Preferred stock ($.001 par value, 150,000,000 shares authorized and
                no
                shares issued and outstanding
            
            
            -****Common stock ($.001 par value, 300,000,000 shares authorized
                and
                100,757,770 shares issued and outstanding; 214,257,769 shares issued
                and
                outstanding pro forma after the Exchange Agreement)
            
            
            100,758
            
            
            214,257****Treasury stock, at cost; 250,000 shares
            
            
            (62,500
            )
            
            -Paid in capital
            
            
            1,109,712
            
            
            5,247,259Deficit accumulated during the development stage
            
            
            (6,042,272
            )
            
            (5,288,442
            )Total stockholders' equity or deficiency in assets
            
            
            (4,894,302
            )
            
            173,073Total liabilities and stockholders' deficiency in assets
            
            $
            66
            
            $
            173,073





***Assumptions:***





The
      above
      Pro Forma Balance Sheet at December 31, 2007 assumes:





1)
            the
                Exchange Agreement is closed and shares are issued to debt
                holders.


2)
            Treasury
                Shares are delivered to a former executive on or before January 31,
                2008.


3)
            All
                creditor obligations have been settled and all current vendor liabilities
                are paid.


4)
            Includes
                estimated operations through December 31,
                2007.


27


ITEM
      8:
      Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure





None.




ITEM
      8A:
      Controls and Procedures




Our
      disclosure controls and procedures are designed to provide reasonable assurance
      that information required to be disclosed in our reports filed or
      submitted under
      the Securities Exchange Act of 1934 is
      recorded, processed, summarized and reported within
      the time periods specified in the SEC’s
      rules and forms, and that such information is
      accumulated and communicated to our
      management, including our chief executive officer and chief financial
      officer ,
      as
      appropriate, to allow for timely
      decisions regarding required disclosure .
      In
      designing and evaluating the disclosure controls and procedures, management
      recognized that any controls and procedures, no matter how well designed and
      operated, can provide only reasonable assurance of achieving the desired control
      objectives, and management is required to apply its judgment in evaluating
      the
      cost-benefit relationship of possible controls and procedures.




As
      of
      March 31, 2007, we
      carried out an evaluation , under
      the supervision and with the participation of our management,
      consisting solely of our president who is also the chief financial
      officer, of the
      effectiveness of the design and operation of our disclosure controls and
      procedures. Based on
      the foregoing, our president and
      chief financial officer concluded that our disclosure controls and procedures were
      effective and were operating at the reasonable assurance level.




During
      fiscal year 2007, there were no changes in internal controls over financial
      reporting that have materially affected, or are reasonably likely to materially
      affect, our internal control over financial reporting.




ITEM
      8B:
      Other Information




***Legal
      Proceedings***





From
      time
      to time, we may be involved in litigation relating to claims arising out of
      our
      intellectual property and operations. We are not currently a party to any such
      proceedings the outcome of which would have a material affect on our company.





***Notice
      of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
      Transfer of Listing.***





In
      July
      2007, the Company received notification form the OTC Bulletin Board that its
      shares would no longer trade on the Bulletin Board because the Company had
      failed to file its Form 10KSB by the required due date.




***Departure
      of Directors or Certain Officers; Election of Directors; Appointment of Certain
      Officers; Compensatory Arrangements of Certain
      Officers.***





On
      August
      10, 2007, Alexander Yarmolinsky, the financial expert and the sole member of
      the
      audit committee, resigned from the Board of Directors. On September 30, 2007,
      Curtis Wolfe resigned from the Board of Directors. No directors have been
      appointed to replace the resigned board members.





***Changes
      in Control of Registrant.***





On
      or
      about December 17, 2007, under a Purchase Agreement, 1) certain holders, who
      had
      received shares in the Company as distributions from Splinex LLC, transferred
      their ownership of 35,162,334 shares of common stock of the Company to Splinex
      LLC for nominal consideration, and 2) Bzinfin and Ener1 Group assigned debt
      obligations to Splinex LLC in the amount of $2,805,207 and $845,864,
      respectively. Under a Purchase Agreement dated December 17, 2007, TGR Capital
      LLC, a Florida limited liability company (“TGR”) controlled by Mike Zoi, a
      related party, 1) acquired the membership interests in Splinex LLC, thereby
      giving TGR control over Splinex LLC, and 2) agreed to repay the Bzinfin loan
      of
      $500,000. Under an Exchange Agreement dated December 18, 2007, the Company
      agreed to issue 113,500,000 newly issued shares of the Company to Splinex LLC
      of
      which 8,500,000 shares will be issued to Bzinfin and 2,125,000 will be issued
      to
      Alexander Malovik in exchange for the Bzinfin and Ener1 Group notes. The shares
      will be issued upon the appointment of a new transfer agent for the Company,
      which is expected in January 2008. The exchange of shares for the debt will
      occur after a qualified transfer agent has been retained. Splinex LLC owned
      98,157,334 shares of the Company as of December 17, 2007 after the transfer
      and
      will own 201,032,334 shares after the completion of the Exchange Agreement.
      The
      Company had 100,757,769 shares outstanding at December 17, 2007 and will have
      214,257,769 shares outstanding after the completion of the Exchange Agreement.
      On December 17, 2007, the Company agreed to revised payment terms related to
      a
      termination agreement with its former chief executive officer. Upon completion
      of the restructuring transactions above, TGR will elect a new board of directors
      and retain new financial and operating management.


28


***Default
      Upon Senior Securities***





Effective
      April 1, 2004, Bzinfin, S. A., a company that is affiliated with the
      Company through common ownership, entered into a revolving loan agreement with
      the Company under which the Company borrowed $2,550,000 in aggregate principal
      through September 30, 2005. Loans under this agreement bear interest at an
      annual rate of 5% and must be repaid two years from the date of the initial
      funding, which occurred on February 7, 2005. The Company received an extension
      of the due date of the Bzinfin Loan from February 7, 2007 until June 30, 2007.
      The loan is in default as of July 1, 2007. No principal or interest payments
      have been made. Accrued interest at September 30 2007 was
      $318,956.


29




PART
      III





Item
      9.
      Directors, Executive Officers, Promoters and Control Persons; Compliance with
      Section 16(a) of the Exchange Act




**Directors
      and executive officers**




The
      following table sets forth information regarding our directors and executive
      officers.




Name
            
            Age
            
            Position
            
            Director
                or
              Officer
                SinceDr.
                Peter Novak
            
            55
            
            Chairman
                and Director
            
            2004Gerard
                Herlihy
            
            55
            
            President
                and Chief Financial Officer
            
            2004




Each
      of
      our directors will hold office until our next meeting of stockholders at which
      directors are elected or until his successor is duly elected and
      qualified.




***Dr. Peter
      Novak*** has
      been
      a Director of our company since its founding in February 2004 and Chairman
      since September 2005. From February 2004 until September 1, 2004, Dr. Novak
      was
      our President. Since 2001, he has been the Chief Technology Officer and a
      Director of Ener1 Group and a Director of Ener1. Since 1991, Dr. Novak has
      worked with Mike Zoi, who is also a Director of Ener1, focusing on bringing
      advanced electronic technologies to market. In 1998, Dr. Novak worked with
      Mr. Zoi to form On Power Battery s.r.l. (subsequently renamed Ener1 s.r.l.).
      Dr.
      Novak is the “sole administrator,” a position equivalent to president, and sole
      director, for Ener1 s.r.l. which commenced development of a research,
      development and production facility for advanced lithium metal batteries in
      Italy in 1998. For the next three years, Dr. Novak worked with Mr. Zoi
      to manage the start-up business operations of Ener1 s.r.l. Dr. Novak was,
      during that period, and is now, primarily responsible for technology
      development. In that capacity, he performed and supervised research and
      development and developed numerous technologies for which patent applications
      are now in process at the United States Patent and Trademark office and
      elsewhere. In 2001, Dr. Novak and Mr. Zoi formed Ener1 Holdings, Inc.,
      now named Ener1 Group. As Chief Technology Officer of Ener1 Group, Dr. Novak
      is
      responsible for all technology development, licensing and patent matters.
      Dr. Novak also assists in the management of the business affairs of Ener1
      Group. Dr. Novak graduated from the Ural Polytechnic Institute, Physics and
      Technical Department, with specialization in experimental nuclear physics.
      Dr. Novak obtained his Ph.D. degree in physical chemistry from the
      Institute of Solid State Chemistry, Ural Branch Academy of Science, Russia.




***Gerard
      Herlihy*** has
      been
      our Chief Financial Officer since June 2004 and our President since
      September 2005. In February 2006, Mr. Herlihy was appointed Chief Financial
      Officer of Ener1, Inc. in addition to his current responsibilities at Splinex.
      In the year prior to joining our company, Mr. Herlihy provided accounting,
      financing and acquisition advisory consulting services to public and private
      companies. From 2001 through 2003, he was also the founder and chief executive
      officer of Putt Trak Inc., a vision systems software development company for
      sports training devices. From 1996 to 2000, Mr. Herlihy was chief financial
      and administrative officer of Williams Controls, Inc., a publicly-held
      manufacturer of sensors and controls. Mr. Herlihy held previous positions
      directing turnarounds in public and private companies and in investment banking
      and public accounting. Mr. Herlihy has a Masters of Business Administration
      degree from the Harvard Business School and a Bachelor of Science degree from
      the University of Rhode Island and is a Certified Public Accountant (inactive
      status).




**Board
      composition**




As
      of
      December 1, 2007, our board of directors currently consists of one member.
      The
      number of directors may change from time to time, solely as determined by
      resolution adopted by a majority of the board of directors. Our bylaws require
      a
      minimum of one director and allow a maximum of nine directors.




Currently,
      there is no one serving on the board who is a “financial expert” under the
      Commission’s standards and is “independent” as defined under Rule 4200(a)(15) of
      the National Association of Securities Dealers’ (“NASD”) Listing Standards for
      NASDAQ-listed companies.


30


**Committees
      of the board of directors**




In
      December 2004, our board of directors established a Nominating and Compensation
      Committee and an Audit Committee.  Currently, there are no
      members of these committees.




***Audit
      Committee***




Our
      audit
      committee’s main function is to oversee our accounting and financial reporting
      processes, internal systems of control, independent auditor relationships and
      the audits of our financial statements. This committee’s responsibilities
      include:




·
            Selecting
                and hiring our independent
                auditors.


·
            Evaluating
                the qualifications, independence and performance of our independent
                auditors.


·
            Approving
                the audit and non-audit services to be performed by our independent
                auditors.


·
            Reviewing
                the design, implementation, adequacy and effectiveness of our internal
                controls and our critical accounting
                policies.


·
            Overseeing
                and monitoring the integrity of our financial statements and our
                compliance with legal and regulatory requirements as they relate
                to
                financial statements or accounting
                matters.


·
            Reviewing
                with management and our auditors any earnings announcements and other
                public announcements regarding our results of
                operations.


·
            Preparing
                the audit committee report we are required to include in filings
                with the
                Commission.





Currently,
      the board of directors is serving as the audit committee.




**Code
      of Ethics**




We
      have a
      Code of Ethics that applies to our officers and directors. The code provides
      written standards that are reasonably designed to deter wrongdoing and promote:
      (1) honest and ethical conduct, including the ethical handling of actual or
      apparent conflicts of interests between personal and professional relationships;
      (2) full, fair, accurate, timely and understandable disclosure in reports and
      documents that we file with or submit to the SEC or in other public
      communications we make; (3) compliance with applicable laws, rules and
      regulations; (4) prompt reporting of internal violations of the code; and (5)
      accountability for the adherence to the code.




**Section
      16(a) reporting**




Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires our
      directors, executive officers and holders of more than 10% of our outstanding
      common stock to file with the Securities and Exchange Commission reports
      regarding their ownership and changes in ownership of the common stock. Based
      solely upon a review of copies of forms furnished to our company or written
      representations from certain reporting persons, each of our officers and
      directors and holders of more than 10% of our common stock timely filed the
      statement of changes in beneficial ownership on Form 4 or the statement of
      beneficial ownership on Form 3 pursuant to Section 16(a) during fiscal 2007.
      No
      Forms 3 or 4 were required during fiscal 2007. One beneficial owner of more
      than
      five percent of the Company stock has not filed a Form 3 from fiscal
      2006.




31


Item
      10.
      Executive Compensation




The
      following table sets forth all compensation awarded, earned or paid by us for
      services rendered in all capacities to us for fiscal 2007 to our Chief Executive
      Officer and President and our other executive officers who earn more than
      $100,000 in salary and bonus. We refer to these individuals as the “named
      executive officers.”




**Summary
      Compensation Table**




**Name and Principal Position**
            
            **Year**
            
            **Salary**
              **($)**
            
            **Bonus**
              **($)**
            
            **Stock**
              **Awards**
              **($)**
            
            **Option**
              **Awards**
              **($)**
            
            **All Other**
              **Compen- sation ($)**
            
            **Total ($)**Dr.
                Peter Novak, Chief Executive Officer
            
            
            2007
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Gerard
                Herlihy, President and Chief Financial Officer
            
            
            2007
            
            
            60,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            $
            60,000





(1)
      Mr.
      Herlihy joined us on June 1, 2004. His base salary was $110,000 per year until
      September 1, 2005; $145,000 until January 31, 2006, and $60,000 effective
      February 1, 2006. Effective February 1, 2006, Splinex is paying $60,000 of
      Mr.
      Herlihy’s $250,000 annual salary as Chief Financial Officer of Ener1, and Ener1
      is paying $190,000 of Mr. Herlihy’s salary. Effective July 2007, Mr. Herlihy is
      dedicating substantially all of his time to Ener1 except for the time necessary
      to attend to the administrative and financial matters of Splinex.




**OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-END 2007**




**Name**
            
            **Number of**
              **Securities**
              **Underlying**
              **Unexercised**
              **Options (#)**
              **Exercisable**
            
            **Number of**
              **Securities**
              **Underlying**
              **Unexercised**
              **Options (#)**
              **Unexercisable**
            
            **Equity**
              **Incentive Plan**
              **Awards:**
              **Number of**
              **Securities**
              **Underlying**
              **Unexercised**
              **Unearned**
              **Options (#)**
            
            **Option**
              **Exercise**
              **Price ($)**
            
            **Option**
              **Expiration**
              **Date**Peter
                Novak
            
            
            -
            
            
            -
            
            
            -
            
            
            -Gerard
                Herlihy
            
            
            225,000
            
            
            75,000
            
            
            -
            
            $
            0.10
            
            
            January
              31,
                2015


32


**2007
      DIRECTOR COMPENSATION**





**Directors
      did not receive any compensation during fiscal 2007.**




**Employment
      Agreements**




***Employment
      letter with Gerard Herlihy***





Mr. Herlihy
      agreed in an employment letter dated May 20, 2004 to serve as our Chief
      Financial Officer. He became our Chief Financial Officer in June, 2004. He
      is an
“at will” employee. His base salary was $110,000 per year until September 1,
      2005; $145,000 until January 31, 2006, and $60,000 effective February 1, 2006.
      Effective February 1, 2006, Mr. Herlihy was appointed to the position as Chief
      Financial Officer of Ener1 in addition to his continuing role at Splinex.
      Splinex paid $60,000 of Mr. Herlihy’s $250,000 annual salary as Chief Financial
      Officer of Ener1, and Ener1 paid $190,000 of Mr. Herlihy’s salary until May
      2007. Effective May 2007, Mr. Herlihy is dedicating substantially all of his
      time to Ener1 except for the time necessary to attend to the administrative
      and
      financial matters of Splinex. In addition, we agreed to grant Mr. Herlihy
      an option to purchase 100,000 shares of our common stock. In January 2005,
      the
      board of directors increased this option to purchase to an option to purchase
      300,000 shares of common stock at an exercise price of $.10 per share.


33




**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**




The
      table
      below contains information as of December 18, 2007 about stockholders whom
      we
      believe are the beneficial owners of more than five percent (5%) of our
      outstanding common stock, as well as information regarding stock ownership
      by
      our directors and our Chief Executive Officer, our named executive officers,
      and
      our directors and named executive officer as a group. Except as described below,
      we know of no person that beneficially owns more than 5% of our outstanding
      common stock. As of December 18, 2007 there were 100,757,770 shares of common
      stock outstanding. Under an Exchange Agreement dated December 18, 2007, the
      Company agreed to issue 113,500,000 newly issued shares of the Company to
      Splinex LLC of which 8,500,000 shares will be issued to Bzinfin and 2,125,000
      will be issued to Alexander Malovik. The exchange of shares for the debt will
      occur after a qualified transfer agent has been retained. Splinex LLC owned
      98,157,334 shares of the Company as of December 17, 2007 after the transfer
      and
      will own 201,032,334 shares after the completion of the Exchange Agreement.
      The
      Company had 100,757,769 shares outstanding at December 17, 2007 and will have
      214,257,769 shares outstanding after the completion of the Exchange Agreement.
      We believe, based on information supplied by the following persons that, except
      as noted, the persons named in this table have sole voting and investment power
      with respect to all shares of common stock which they beneficially own. The
      amount and percentage of common stock beneficially owned are reported on the
      basis of regulations of the SEC governing the determination of beneficial
      ownership of securities. Under the rules of the SEC, a person is deemed to
      be a
“beneficial owner” of a security if that person has or shares “voting power,”
which includes the power to vote or to direct the voting of such security,
      or
“investment power,” which includes the power to dispose of or to direct the
      disposition of such security. A person is also deemed to be a beneficial owner
      of any securities of which that person has a right to acquire beneficial
      ownership within 60 days. The address of each person or entity named in the
      following table is c/o Splinex Technology Inc., 500 West Cypress Creek Road,
      Suite 100, Fort Lauderdale, Florida 33309.





Name and Address of Beneficial Owner
            
            Amount and Nature of
              Beneficial Owner (number
              of common shares)
            
            Percent of
              ClassSplinex, LLC(1)
            
            
            98,157,334
            
            
            97.4
            %Peter
                Novak (2)
            
            
            25,879
            
            
            *Gerard
                Herlihy (3)
            
            
            225,000
            
            
            *All
                named executive officers and directors as a group
            
            
            250,879
            
            
            *




*
      less
      than 1%.




(1)
            Under
                an Exchange Agreement dated December 18, 2007, the Company agreed
                to issue
                113,500,000 newly issued shares of the Company to Splinex LLC of
                which
                8,500,000 shares will be issued to Bzinfin and 2,125,000 will be
                issued to
                Alexander Malovik. Splinex LLC owned 98,157,334 shares of the Company
                as
                of December 17, 2007 after the transfer and will own 201,032,334
                shares
                after the completion of the Exchange Agreement. The Company had
                100,757,769 shares outstanding at December 17, 2007 and will have
                214,257,769 shares outstanding after the completion of the Exchange
                Agreement.Dr. Peter
                Novak, Mike Zoi, Ludmila Enilina and Albina Boeckli have dispositive
                and
                voting power over the shares of our common stock held by Splinex,
                LLC.


(2)
            Amount
                shown excludes shares owned indirectly through Splinex, LLC, of which
                Dr. Novak is a member and owned indirectly through Ener1 Group, Inc.,
                of which an entity owned by Dr. Novak is a stockholder.


(3)
            Includes
                options to purchase 225,000 shares of common stock which could be
                acquired
                within 60 days of December 1, 2007.




34


**Item
      12. Certain Relationships and Related Transactions.**





In
      December 2007, Bzinfin agreed to loan Splinex LLC up to $500,000 to lend to
      the
      Company to be used to fund the settlement of certain financial obligations
      and
      the costs of audit and filing financial reports with the SEC. On or about
      December 17, 2007, under a Purchase Agreement, 1) certain holders, who had
      received shares in the Company as distributions from Splinex LLC, transferred
      their ownership of 35,162,334 shares of common stock of the Company to Splinex
      LLC for nominal consideration, and 2) Bzinfin and Ener1 Group assigned debt
      obligations to Splinex LLC in the amount of $2,805,207 and $845,864,
      respectively. Under a Purchase Agreement dated December 17, 2007, TGR Capital
      LLC, a Florida limited liability company (“TGR”) controlled by a related party,
      1) acquired the membership interests in Splinex LLC, thereby giving TGR control
      over Splinex LLC, and 2) agreed to repay the Bzinfin loan of $500,000. Under
      an
      Exchange Agreement dated December 18, 2007, the Company agreed to issue
      113,500,000 newly issued shares of the Company to Splinex LLC of which 8,500,000
      shares will be issued to Bzinfin and 2,125,000 will be issued to Alexander
      Malovik. Splinex LLC owned 98,157,334 shares of the Company as of December
      17,
      2007 after the transfer and will own 201,032,334 shares after the completion
      of
      the Exchange Agreement. The Company had 100,757,769 shares outstanding at
      December 17, 2007 and will have 214,257,769 shares outstanding after the
      completion of the Exchange Agreement.. On December 17, 2007, the Company agreed
      to revised payment terms related to a termination agreement with its former
      chief executive officer. The Company has terminated consulting agreements with
      Mike Zoi and Peter Novak, and the consultants have agreed to terminate all
      previous accrued consulting payment obligations. As of December 20, 2007, the
      Company has reached settlement agreements with substantially the majority of
      all
      remaining creditors.


35


Our
      company and Ener1, Inc. and some of its affiliates




To
      aid
      your understanding of the relationships among us, our principals and Ener1
      we
      have included the following chart:




**Splinex,
                LLC**
            
            **Relationship
                With****Ownership
                Interest****Name**
            
            **(voting/economic)**
              prior
                to
              December
                18, 2007
              transaction
            
            **Ener1
                Group**
            
            **Ener1,
                Inc.**
            
            **Splinex
                Technology Inc.**Alexander
                Malovik
            
            50%/49%
            
            None
            
            None
            
            Will
                own 2,150,000 shares of Splinex Technology Inc. Owned 16 million
                shares
                prior to the Exchange Indirect Stockholder. Owned 100% of ANTAO Ltd,
                which
                he contributed to Splinex Technology pursuant to his obligations
                under the
                Splinex, LLC operating agreementBoris
                Zingarevich
            
            12.5%/12.75%
            
            Indirect
              Stockholder,
              Director
            
            Indirect
                Stockholder
            
            Will
                indirectly own 8,500,000 shares of Splinex Technology Inc. through
                Bzinfin. Indirect Stockholder and Beneficial owner of Bzinfin, which
                has
                entered into the Revolving Loan Agreement with Splinex
                TechnologyMikhail
                Zingarevich
            
            12.5%/12.75%
            
            Director,
                Brother of Boris Zingarevich
            
            Brother
                of Boris Zingarevich
            
            Indirect
                StockholderPeter
                Novak
            
            12.5%/12.75%
            
            Chief
                Technology
              Officer,
                Indirect
              Stockholder,
              Director
            
            Chief
                Executive Officer, Director,
              Stockholder
            
            Former
                Consultant, Director,
              Indirect
                StockholderMike
                Zoi
            
            12.5%/12.75%
            
            Indirect
              Stockholder,
              Director
            
            Officer,
              Director,
                Indirect
              Stockholder
            
            Sole
                beneficial owner of TGR which owns 100% of Splinex LLC which will
                own
                83.94% of Splinex. Former Consultant, Indirect
              Stockholder




As
      a
      result of the Merger and distribution, the shareholders of record of Ener1
      as of
      January 17, 2005 received approximately 5% of our common stock outstanding
      on
      the date the Merger was completed.


36




Dr. Peter
      Novak, one of our directors, is a 50% equityholder of Z-N, LLC, a company that
      holds approximately 31% of the outstanding common stock of Ener1 Group. Ener1
      Group holds approximately 90% of the outstanding common stock of Ener1. Mike
      Zoi, a consultant for our company, holds the other 50% equity interest in Z-N,
      LLC. Mr. Zoi’s consulting agreement is described under “—Additional
      agreements—Consulting agreement of Mike Zoi” below. Mike Zoi and Dr. Novak are
      directors of Ener1 and Ener1 Group. Each of Dr. Novak and Mr. Zoi also
      receive annual compensation of $250,000 and insurance benefits, and annual
      automobile allowances of $11,124 and $23,715, respectively, from Ener1 in return
      for their services as directors of Ener1.




The
      remaining equity of Ener1 Group is owned by Bzinfin, S.A., which is beneficially
      owned by Boris Zingarevich. Boris Zingarevich, Mike Zoi and Dr. Novak are
      directors of Ener1 Group.




Until
      September 2007, Curtis Wolfe was our general counsel and secretary. He was
      also
      the general counsel for Ener1 Group. He received his salary from Ener1 Group.
      At
      the end of every month, Ener1 Group invoiced us at a rate equal to his base
      salary, plus 20% to cover benefits and other fixed costs, for the number of
      hours he worked for our company that month, based on the assumption that
      Mr. Wolfe worked a total of 160 hours per month. We were not billed for
      more than 8 hours of Mr. Wolfe’s time per day, even if he worked for us for
      more than 8 hours a day. This arrangement allowed us to benefit from
      Mr. Wolfe’s legal skills at an effective rate that we believed, based on
      our knowledge of the local legal market, to be below that of an attorney in
      private practice with his experience and skill level. In addition, we benefited
      from having a general counsel without incurring liability for the salary and
      benefits for a full-time employee. The hourly billed rate for Mr. Wolfe’s
      time was $101 per hour. The percentage of Mr. Wolfe’s time that he devoted
      to our affairs varied from week to week depending on our need for his services.




One
      of
      our employees performed technology consulting and patent advisory work for
      Ener1
      and Ener1 Group related entities. We were reimbursed for these services at
      the
      rate of 120% of his direct hourly rate.




***Ener1
      Group***




In
      fiscal
      2005, Ener1 Group loaned us a total of $800,000 to fund our working capital
      needs. These loans bear interest at an annual rate of 5% and were assumed by
      Bzinfin SA effective February 5, 2005. In fiscal 2006, Ener1 Group loaned us
      $429,000 under demand notes that bear interest at an annual rate of 5%. On
      January 24, 2005, we issued 20,629 shares of restricted common stock to Ener1
      Group, Inc. in partial reimbursement for certain expenses paid for by Ener1
      Group, Inc. at a value of $0.25 per share. From October 2005 through March
      31,
      2007, we borrowed $739,431 from Ener1 group, Inc., under a demand note that
      bears interest at an annual rate of 5% payable at maturity.




***Sublease***




We
      had
      previously subleased commercial property, which served as our headquarters
      and
      work space, through an assignment of a sublease from Splinex, LLC. Splinex,
      LLC
      subleased this property from Ener1 Group. Under the terms of our sublease,
      we
      were required to make monthly lease payments in the base amount of $4,661 to
      $5,453 per month through February, 2008. Our sublease and related documents
      are
      filed as exhibits to the registration statement of which this prospectus is
      a
      part. Due to Splinex, LLC’s lack of financial history at the time it entered
      into the sublease, it was unable to obtain a lease from a third party on terms
      comparable to or more favorable than those contained in the sublease. The rent
      we paid under the sublease is the same amount as the rent Ener1 Group pays
      under
      the lease with no mark-up; the other terms of the sublease were also the same
      terms as Ener1 Group is subject to under the lease. We believed the terms of
      the
      sublease, including the amount of rent, were comparable with terms that were
      generally available in the local market at the time we entered into the
      sublease, based on our knowledge of the local real estate market. Splinex
      vacated this lease and Ener1 Group has sublet the space to another tenant.
      Splinex is currently occupying limited storage space at the offices of Ener1
      Inc. at 500 Cypress Creek Road, Suite 100, Fort Lauderdale, FL 33309 with a
      phone number of 954 556-4020.


37




**Our
      company and Splinex, LLC**




In
      connection with our formation and in return for the issuance of all of our
      outstanding common stock, Splinex LLC agreed to contribute to us substantially
      all of its assets and liabilities. This contribution occurred as of
      April 1, 2004. We recorded this transaction at the book value of the assets
      and liabilities at the date of transfer. Splinex, LLC no longer conducts any
      operations but will continue to hold our common stock.




Splinex,
      LLC owns approximately 94% of our outstanding common stock.




Dr. Novak
      and Mike Zoi are both members and managers of Splinex, LLC and each holds 12.75%
      of the economic membership interests (and 12.5% of the voting membership
      interests) of Splinex, LLC. Each of Mikhail and Boris Zingarevich also
      indirectly holds 12.75% of the economic membership interests (and 12.5% of
      the
      voting membership interests) of Splinex, LLC.




Bzinfin,
      S.A., the company with whom we have a revolving loan agreement, is also a
      shareholder of Ener1 Group. Bzinfin S.A. is indirectly owned by Boris
      Zingarevich, who beneficially owns a limited liability company that is a member
      of Splinex, LLC and is a director of Ener1 Group.




Alexander
      Malovik is a member of Splinex, LLC and held 49% of the economic membership
      interests (and 50% of the voting membership interests) of Splinex, LLC until
      the
      Exchange on December 17, 2007. Mr. Malovik formed ANTAO, Ltd. to be the
      administrative vehicle for our development efforts in Russia. Between July
      1,
      2004 and March 31, 2005, we paid an aggregate of $260,000 to Splinex Outsourcing
      through ANTAO to pay the costs associated with our operations in Russia,
      including wages and benefits paid to Russian personnel and rent. During the
      year
      ending March 31, 2006, the Company paid $40,207 to Splinex Outsourcing through
      ANTAO. ANTAO sent these funds, after retaining sufficient funds to pay its
      administrative expenses and taxes, to Splinex Outsourcing LLC, a Russian limited
      liability corporation, which used the funds to pay these costs. Neither ANTAO
      nor Mr. Malovik received any consideration from us in return for these
      services. Mr. Malovik contributed the outstanding stock of ANTAO, Ltd. to
      us on September 20, 2004 as part of Mr. Malovik’s contribution
      obligation under the operating agreement of Splinex, LLC. Mr. Malovik does
      not have an ongoing operational role in the day-to-day operations of ANTAO,
      Ltd.




**Revolving
      Loan Agreement**




We
      are
      party to a revolving loan agreement with Bzinfin, S.A., a British Virgin Islands
      limited corporation. Bzinfin, S.A. is wholly owned by Boris Zingarevich.
      Additionally, Bzinfin, S.A. and Z-N, LLC are the sole owners of Ener1 Group.
      Ener1 Group is the majority shareholder of Ener1.




Under
      the
      revolving loan agreement, Bzinfin, S.A. has agreed that it or one of its
      affiliates will loan and reloan us amounts up to $2,500,000 upon our request,
      at
      an annual interest rate of 5%. This $2,500,000 commitment was available from
      January 18, 2005, through July, 2005. All outstanding principal and interest
      under this agreement must be repaid on the second anniversary of the first
      disbursement of funds under the revolving loan agreement. The maximum loan
      amount will be reduced dollar-for-dollar by the cumulative gross proceeds we
      receive from the sale of our equity or debt securities or from any loans or
      other credit facilities extended to us. As of July 27, 2005, and March 31,
      2007,
      the Company had borrowed $2,500,000 under the revolving loan agreement and
      an
      additional $50,000 from Bzinfin during September 2005, and the loan agreement
      was amended to include the additional borrowing under the same terms and
      conditions.




**Consulting
      agreements**  **with
      Dr. Novak and Mr. Zoi**




Both
      Dr. Novak and Mr. Zoi had signed consulting agreements with us. We
      entered into a consulting agreement with Dr. Novak under which Dr. Novak
      agreed to work for us as an independent contractor providing technical advice,
      technical management, strategic planning and international licensing advice.
      We
      agreed to pay him a consulting fee of $100,000 per annum. Dr. Novak was
      required to submit statements on a monthly basis describing the nature of his
      work during the previous month. The agreement required Dr. Novak to keep
      our proprietary information confidential and required him to enter into a
      separate assignment of his intellectual property rights with respect to any
      inventions relating to business of Splinex to us. The agreement was terminated
      effective January 1, 2007. Under the agreement, during the period of his
      consultancy and for 12 months thereafter, Dr. Novak has agreed not to
      solicit any of our employees to terminate their employment with us.


38




We
      entered into a consulting agreement with Mr. Zoi in February, 2004. Under
      the agreement, Mr. Zoi agreed to work for us as an independent contractor
      providing advice regarding capital formation, equity structuring, business
      planning, strategic planning and international licensing. We agreed to pay
      him a
      consulting fee of $100,000 per annum. Mr. Zoi was required to submit
      statements on a monthly basis describing the nature of his work during the
      previous month. The agreement required Mr. Zoi to keep our proprietary
      information confidential. Under the agreement Mr. Zoi also assigned to us
      any intellectual property rights he may have acquired while working with our
      technology. The consulting agreement was terminated effective January 1, 2007.
      Under the agreement, during the period of his consultancy and for 12 months
      thereafter, Mr. Zoi has agreed not to solicit any of our employees to
      terminate their employment with us.




Both
      consulting contracts were cancelled on December 31, 2006.




**Ener1
      Inc.**





Effective
      February 1, 2006, our President, Mr. Herlihy, was appointed to the position
      as
      Chief Financial Officer of Ener1, Inc. in addition to his continuing role at
      Splinex. Splinex paid $60,000 of Mr. Herlihy’s $250,000 annual salary as Chief
      Financial Officer of Ener1, and Ener1 paid $190,000 of Mr. Herlihy’s salary
      until May 2007. Effective May 2007, Mr. Herlihy is dedicating substantially
      all
      of his time to Ener1 except for the time necessary to attend to the
      administrative and financial matters of Splinex.


39


Item
      13.
      Exhibits




Exhibit
              Number
            
            Description2.1
            
            Agreement
                and Plan of Merger among Ener1 Acquisition Corp., Registrant and
                Ener1,
                Inc., dated as of June 9, 2004, incorporated herein by reference to
                Exhibit 2.1 to Splinex’s Registration Statement on Form S-1 filed with the
                Commission on June 24, 2004 (Registration No.
                333-116817)2.2
            
            First
                Amendment to Agreement and Plan of Merger among Ener1 Acquisition
                Corp.,
                Registrant and Ener1, Inc., dated as of October 13,2004,
                incorporated herein by reference to Exhibit 2.2 to Amendment No,
                1 to
                Splinex’s Registration Statement on Form S-1 filed with the Commission on
                October 15,2004(Registration No. 333-116817)2.3
            
            Second
                Amendment to Agreement and Plan of Merger among Ener1 Acquisition
                Corp.,
                Splinex and Ener1, Inc., dated as of December 23, 2004, incorporated
                herein by reference to Exhibit 2.3 to Amendment No. 3 to Splinex’s
                Registration Statement on Form S-1 filed with the Commission on December
                27, 2004 (Registration No. 333-116817)3.1
            
            Certificate
                of Incorporation ofSplinex,
                incorporated herein by reference to Exhibit 3.1 to Splinex’s Registration
                Statement on Form S-1 filed with the Commission on June 24, 2004
                (Registration No. 333-116817)3.2
            
            Certificate
                of Mergerof
                Splinex, incorporated herein by reference to Exhibit 3.2 to Amendment
                No.
                3 to Splinex’s Registration Statement on Form S-1 filed with the
                Commission on December 27, 2004 (Registration No.
                333-116817)3.3
            
            Bylaws
                ofSplinex,
                incorporated herein by reference to Exhibit 3.3 to Splinex’s Registration
                Statement on Form S-1 filed with the Commission on June 24, 2004
                (Registration No. 333-116817)10.1
            
            Bridge
                Loan Agreement between Registrant and Ener1 Group, Inc. dated November
                2,
                2004 incorporated herein by reference to Exhibit 10.13 to Amendment
                No. 2
                to Splinex’s Registration Statement on Form S-1 filed with the Commission
                on December 3, 2004 (Registration No. 333-116817)10.2
            
            Amendment
                to Bridge Loan Agreement between Registrant and Ener1 Group, Inc.
                dated
                November 17, 2004 incorporated herein by reference to Exhibit 10.14
                to
                Amendment No. 2 to Splinex’s Registration Statement on Form S-1 filed with
                the Commission on December 3, 2004 (Registration No.
                333-116817)10.3
            
            Employment
                Agreement between Christian Schormann and Splinex dated January 12,
                2005,
                incorporated herein by reference to Exhibit 10.15 of the Current
                Report on
                Form 8-K filed with the Commission on January 25, 2005.10.4
            
            Revolving
                Debt Funding Commitment Agreement between Bzinfin, S.A. and Registrant,
                dated as of June 9, 2004, incorporated herein by reference to Exhibit
                10.1 to Splinex’s Registration Statement on Form S-1 filed with the
                Commission on June 24, 2004 (Registration No.
                333-116817)


40





10.5
            
            2004
                Stock Option Plan of Registrant, incorporated herein by reference
                to
                Exhibit 10.2 to Splinex’s Registration Statement on Form S-1 filed with
                the Commission on June 24, 2004 (Registration No.
                333-116817)10.6
            
            Form of
                Stock Option Agreement of Registrant, incorporated herein by reference
                to
                Exhibit 10.3 to Splinex’s Registration Statement on Form S-1 filed with
                the Commission on June 24, 2004 (Registration No.
                333-116817)10.7
            
            Sublease
                Agreement between Ener1 Group, Inc. and Splinex, LLC, dated as of
                November 1, 2003, assigned to Registrant as of April 1, 2004,
                incorporated herein by reference to Exhibit 10.4 to Splinex’s Registration
                Statement on Form S-1 filed with the Commission on June 24, 2004
                (Registration No. 333-116817)10.8
            
            Contribution
                Agreement between Splinex, LLC and Registrant, dated as of April 1,
                2004, incorporated herein by reference to Exhibit 10.5 to Splinex’s
                Registration Statement on Form S-1 filed with the Commission on June
                24,
                2004 (Registration No. 333-116817)10.9
            
            Assignment
                and Assumption of Employment Agreements between Splinex, LLC and
                Registrant, dated as of April 1, 2004, incorporated herein by
                reference to Exhibit 10.6 to Splinex’s Registration Statement on Form S-1
                filed with the Commission on June 24, 2004 (Registration No.
                333-116817)10.10
            
            Global
                Bill of Sale and Assignment and Assumption Agreement between Splinex,
                LLC
                and Registrant, dated as of April 1, 2004, incorporated herein by
                reference to Exhibit 10.7 to Splinex’s Registration Statement on Form S-1
                filed with the Commission on June 24, 2004 (Registration No.
                333-116817)10.11
            
            Employment
                letter between Gerard Herlihy and Registrant, dated May 20, 2004,
                incorporated herein by reference to Exhibit 10.8 to Splinex’s Registration
                Statement on Form S-1 filed with the Commission on June 24, 2004
                (Registration No. 333-116817)10.12
            
            Consulting
                Agreement between Dr. Peter Novak and Registrant, dated
                January 1, 2004, incorporated herein by reference to Exhibit 10.9 to
                Splinex’s Registration Statement on Form S-1 filed with the Commission on
                June 24, 2004 (Registration No. 333-116817)10.13
            
            Form
                of Employee Innovations and Proprietary Rights Assignment Agreement,
                incorporated herein by reference to Exhibit 10.10 to Splinex’s
                Registration Statement on Form S-1 filed with the Commission on June
                24,
                2004 (Registration No. 333-116817)10.14
            
            Form
                of Indemnification Agreement, incorporated herein by reference to
                Exhibit
                10.11 to Amendment No. 3 to Splinex’s Registration Statement on Form S-1
                filed with the Commission on December 27, 2004 (Registration No.
                333-116817)10.15
            
            Employment
                Agreement between Michael Stojda and Registrant, dated September 1,
                2004, incorporated herein by reference to Exhibit 10.12 to Amendment
                No. 1
                to Splinex’s Registration Statement on Form S-1 filed with the Commission
                on October 15, 2004 (Registration No. 333-116817)10.16
            
            Reseller
                Agreement between Waterloo Maple Inc. and Splinex Technology Inc.
                dated
                May 27, 2005., incorporated herein by reference to Exhibit 10.1 to
                Splinex’s Current Report on Form 8-K, filed with the Commission on June 3,
                2005


41





10.17
            
            Severance
                Agreement dated November 21, 2005 by and between Splinex and Michael
                Stojda, incorporated by reference to Exhibit 10.1 to Splinex’s Current
                Report on Form 8-K, filed with the Commission on November 21,
                200510.18
            
            Termination
                Agreement dated October 17, 2005 by and between Splinex and Christian
                Schormann, incorporated by reference to Exhibit 10.2 to Splinex’s Current
                Report on Form 8-K, filed with the Commission on November 21,
                200510.19
            
            Master
                Loan Agreement and Note dated July 9, 2006 by and between Splinex
                and
                Ener1 Group, Inc.14
            
            Code
                of Ethics incorporated by reference to Exhibit 10.2 to Splinex’s Annual
                Report on Form 10-K for the year ended March 31, 2005, filed with
                the
                Commission on June 30, 200531.1*
            
            Certification
                of Principal Executive Officer and Principal Financial Officer pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 200232.1*
            
            Certification
                of Principal Executive Officer pursuant to 18 U.S.C. Sec. 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002





*
      Filed
      herewith.


42


Item
      14.
      Principal Accountant Fees and Services.




Audit
      Fees.   The aggregate fees, including expenses, billed by our current
      principal accountant in connection with the audit of our annual financial
      statements and review of regulatory filings including the financial statements
      included in our Annual and Quarterly Reports on Forms 10-KSB and 10-QSB was
      $54,647 for fiscal 2007 and $44,485 for fiscal 2006.




Audit
      Related Fees. The aggregate fees, including expenses, billed by our former
      and
      current principal accountants for services reasonably related to the audit
      for
      the years ended March 31, 2007 and 2006 were $0.




Tax
      Fees.
      The aggregate fees, including expenses, billed by our former and current
      principal accountants for services reasonably related to tax services during
      the
      fiscal years ending March 31, 2007 and 2006 were $0.




All
      Other
      Fees.  The aggregate fees, including expenses, billed for all other
      services rendered to us by our former and current principal accountants during
      fiscal 2006 and 2007 were $0.




**Audit
      Committee Pre-Approval Policy**




Our
      Audit
      Committee’s responsibilities include selecting and hiring our independent
      auditors and approving the audit and non-audit services to be performed by
      our
      independent auditors. The Audit Committee’s policy is that all audit and
      non-audit services provided by Splinex's independent auditor shall be approved
      before the independent auditor is engaged for the particular services. These
      services may include audit services and permissible audit-related services,
      tax
      services and other services. The Audit Committee may in the future establish
      pre-approval procedures pursuant to which our independent auditor may provide
      certain audit and non-audit services to us without first obtaining the Audit
      Committee's approval. All
      fees
      paid to the independent auditors in fiscal 2007 were pre-approved by the Audit
      Committee, and therefore no services were approved after the services were
      rendered pursuant to the *“de minimus”* exception established by the SEC for the provision of non-audit
      services.


43


SIGNATURES





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





Splinex
                Technology Inc.January
                10, 2008
            by:
                /S/ Gerard A. HerlihyGerard
                A. HerlihyPresident
                and Chief Financial Officer





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated








January
                10, 2008
            by:
                /S/ Gerard A. HerlihyGerard
                A. HerlihyPresident
                and Chief Financial Officer(Principal
                Executive Officer, Principal Financial Officer and Principal Accounting
                Officer)January
                10, 2008
            by:
                /S/ Peter NovakPeter
                NovakChairman
                of the Board and Director


44