UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 WASHINGTON,
        D.C. 20549
  FORM
        10-QSB
  (Mark
        One)
 x  QUARTERLY
        REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934
  For
        the
        quarterly period ended June 30, 2005
  o TRANSITION
        REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
 For
        the
        transition period from ____________ to_________________
 
 Commission
        file number 333-116817
 
 Splinex
        Technology Inc.
 (Exact
        name of small business issuer as specified in its charter)
  **Delaware**
                **20-0715816**(State
                    or other jurisdiction of incorporation or
                    organization)
                (IRS
                    Employer Identification
                    Number)
 
 550
        W.
        Cypress Creek Road Suite 410
 Fort
        Lauderdale, FL 33309
 (Address
        of principal executive offices)
 
 (954)
        660-6565
 (Issuer’s
        telephone number)
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days. Yes x No o
 
 State
        the
        number of shares outstanding of each of the issuer’s classes of common equity,
        as of the latest practicable date: At July 31, 2005, the number of shares
        outstanding of the registrant’s common stock was 100,670,270
        shares.
 
 Transitional
        Small Business Disclosure Format (Check one): Yes o No x
  
  **SPLINEX
        TECHNOLOGY INC.**
 **Form
        10-QSB**
 **For
        the Quarter Ended June 30, 2005**
 **INDEX**
   
  PageNo.PART
                  I — FINANCIAL INFORMATIONItem
                  1.
              Financial
                  Statements.CONDENSED
                  CONSOLIDATED UNAUDITED BALANCE SHEET - AS OF JUNE 30, 2005
              3CONDENSED
                  CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS - FOR THE THREE
                  MONTHS
                  ENDED JUNE 30, 2005 AND FOR THE PERIOD FROM INCEPTION (OCTOBER
                  28, 2003)
                  THROUGH JUNE 30, 2005
              4CONDENSED
                  CONSOLIDATED UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
                  IN ASSETS - PERIOD FROM INCEPTION (OCTOBER 28, 2003) THROUGH JUNE
                  30, 2005
              5CONDENSED
                  CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS - FOR THE THREE
                  MONTHS
                  ENDED JUNE 30, 2005 AND FOR THE PERIOD FROM INCEPTION (OCTOBER
                  28, 2003)
                  THROUGH JUNE 30, 2005
              6Notes
                  to Condensed Consolidated Financial Statements
              7Item
                  2.
              Management’s
                  Discussion and Analysis or Plan of Operation.
              12Item
                  3.
              Controls
                  and Procedures.
              16PART
                  II — OTHER INFORMATIONItem
                  1.
              Legal
                  Proceedings.
              16Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds.
              16Item
                  6.
              Exhibits
              17Signatures
              18
  2
  PART
        I —
        FINANCIAL INFORMATION
 
 Item
        1.
        Financial Statements.
 
 SPLINEX
        TECHNOLOGY INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 CONDENSED
        CONSOLIDATED UNAUDITED BALANCE SHEET
 **ASSETS**
                
                June
                    30, 2005Current
                    assetsCash
                
                $
                149,132Prepaid
                    expenses and other
                
                
                60,894Loans
                    and advances to employees - current portion
                
                
                14,684Total
                    current assets
                
                
                224,710Property
                    and equipment, net
                
                
                43,246Accounting
                    software license
                
                
                31,969Other
                    assets
                
                
                9,881Loans
                    to employees - long term portion
                
                
                5,327Total
                    assets
                
                $
                315,133**LIABILITIES
                    AND STOCKHOLDERS' DEFICIENCY IN ASSETS**Current
                    liabilitiesAccounts
                    payable
                
                
                389,323Accrued
                    expenses
                
                
                276,027Due
                    to related parties
                
                
                79,726Other
                    current liabilities
                
                
                55,899Total
                    current liabilities
                
                
                800,975Long
                    term liabilitiesNote
                    payable and accrued interest - related party
                
                
                2,344,602Total
                    liabilities
                
                
                3,145,577**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 shares issued and outstanding)
                
                
                100,670Paid
                    in capital
                
                
                1,101,049Deficit
                    accumulated during the development stage
                
                
                (4,032,163
                )Total
                    stockholders' deficiency in assets
                
                
                (2,830,444
                )Total
                    liabilities and stockholders' deficiency in assets
                
                $
                315,133
 
 See
        accompanying notes.
  3
  SPLINEX
        TECHNOLOGY INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 CONDENSED
        CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS
 CumulativeFrom
                    Inception(October
                    28,Three
                    Months
                
                2003)Ended
                
                ThroughJune
                    30, 2005
                
                June
                    30, 2005Net
                    sales
                
                $
                70
                
                
                119Operating
                    ExpensesSales
                    and marketing
                
                
                140,168
                
                
                505,446General
                    and administrative
                
                
                269,499
                
                
                2,175,405Research
                    and development
                
                
                301,189
                
                
                1,623,711Total
                    operating expenses
                
                
                710,856
                
                
                4,304,562Costs
                    of merger and registration
                
                
                -
                
                
                512,321Total
                    expenses
                
                
                710,856
                
                
                4,816,883Loss
                    from operations
                
                
                (710,786
                )
                
                (4,816,764
                )Interest
                    expense, net
                
                
                (25,188
                )
                
                (38,246
                )Loss
                    before income taxes
                
                
                (735,974
                )
                
                (4,855,010
                )Income
                    taxes
                
                
                -
                
                
                -Net
                    loss
                
                $
                (735,974
                )
                $
                (4,855,010
                )Net
                    loss per basic and fully diluted share
                
                $
                (0.01
                )
                $
                (0.05
                )Weighted
                    average shares outstanding
                
                
                100,670,270
                
                
                96,656,126
 
 See
        accompanying notes.
  4
  SPLINEX
        TECHNOLOGY INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 CONDENSED
        CONSOLIDATED UNAUDITED STATEMENTS
 OF
        CHANGES IN STOCKHOLDERS’ DEFICIENCY IN ASSETS
 **Deficit****Accumulated**
                
                **Total****Additional**
                
                **During
                    the**
                
                **Stockholders'****Preferred
                    Stock**
                
                **Common
                    Stock**
                
                **Paid
                    in**
                
                **Development**
                
                **Deficiency****Shares**
                
                **Amount**
                
                **Shares**
                
                **Amount**
                
                **Capital**
                
                **Stage**
                
                **in
                    Assets**Common
                    stock issued $0.001 per shareeffective
                    at inception on October 28, 2003
                
                
                -
                
                
                -
                
                
                95,000,000
                
                $
                95,000
                
                $
                (94,999
                )
                $
                -
                
                $
                1Additional
                    capital contributed during period
                
                
                
                
                
                
                
                
                -
                
                
                -
                
                
                849,999
                
                
                -
                
                
                849,999Net
                    loss (see Note 4)
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (822,847
                )
                
                -
                
                
                (822,847
                )Balance
                    at March 31, 2004
                
                
                -
                
                
                -
                
                
                95,000,000
                
                
                95,000
                
                
                (67,847
                )
                
                -
                
                
                27,153Additional
                    capital contributed during period
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                1,150,000
                
                
                -
                
                
                1,150,000Shares
                    issued as executive compensationand
                    other expenses
                
                
                -
                
                
                -
                
                
                670,270
                
                
                670
                
                
                23,896
                
                
                -
                
                
                24,566Shares
                    issued in Merger
                
                
                -
                
                
                -
                
                
                5,000,000
                
                
                5,000
                
                
                (5,000
                )
                
                -
                
                
                -Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (3,296,189
                )
                
                (3,296,189
                )Balance
                    at March 31, 2005
                
                
                -
                
                
                -
                
                
                100,670,270
                
                
                100,670
                
                
                1,101,049
                
                
                (3,296,189
                )
                
                (2,094,470
                )Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (735,974
                )
                
                (735,974
                )Balance
                    at June 30, 2005
                
                $
                -
                
                $
                -
                
                $
                100,670,270
                
                $
                100,670
                
                $
                1,101,049
                
                $
                (4,032,163
                )
                $
                (2,830,444
                )
 
 See
        accompanying notes.
  5
  SPLINEX
        TECHNOLOGY INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 CONDENSED
        CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
 CumulativeFrom
                    Inception(October
                    28,Three
                    Months
                
                2003)Ended
                
                ThroughJune
                    30, 2005
                
                June
                    30, 2005Cash
                    flows from operating activities:Net
                    loss
                
                $
                (735,974
                )
                $
                (4,855,010
                )Adjustments
                    to reconcile net loss to netcash
                    used in operating activities:Depreciation
                
                
                6,616
                
                
                36,184Executive
                    compensation and other expensespaid
                    with common stock
                
                
                -
                
                
                24,566Non
                    cash interest expense
                
                
                25,119
                
                
                33,359Changes
                    in operating assets and liabilities:Prepaid
                    expenses and other
                
                
                306
                
                
                (36,964
                )Due
                    to related parties
                
                
                (27,034
                )
                
                79,725Other
                    assets
                
                
                -
                
                
                (9,881
                )Accounts
                    payable
                
                
                (45,644
                )
                
                389,323Accrued
                    expenses
                
                
                54,455
                
                
                276,027Total
                    adjustments
                
                
                13,818
                
                
                792,339Net
                    cash used in operating activities
                
                
                (722,156
                )
                
                (4,062,671
                )Cash
                    flows from investing activities:Purchase
                    of equipment
                
                
                -
                
                
                (79,429
                )Employee
                    loans and advances, net
                
                
                3,698
                
                
                (20,011
                )Net
                    cash used in investing activities
                
                
                3,698
                
                
                (99,440
                )Cash
                    flows from financing activities:Note
                    payable related party
                
                
                611,243
                
                
                2,311,243Contributed
                    capital from equity investors
                
                
                -
                
                
                2,000,000Net
                    cash provided by financing activities
                
                
                611,243
                
                
                4,311,243Net
                    increase (decrease) in cash
                
                
                (107,215
                )
                
                149,132Cash
                    at beginning of period
                
                
                256,347
                
                
                -Cash
                    at end of period
                
                $
                149,132
                
                $
                149,132Supplemental
                    Disclosure of Cash Flow InformationCash
                    paid during the year for:Interest
                
                $
                -
                
                $
                -Income
                    taxes
                
                $
                -
                
                $
                -Non-cash
                    investing and financing activities:Common
                    stock issued in merger
                
                $
                -
                
                $
                150,000Costs
                    of merger recorded asreduction
                    in paid in capital
                
                $
                -
                
                $
                (150,000
                )
 
 See
        accompanying notes.
  6
  SPLINEX
        TECHNOLOGY INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO
        CONDENSED 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. The
        Company began its development stage activity on October 28, 2003
        (“Inception”).
 
 The
        accompanying unaudited condensed consolidated financial statements have been
        prepared in accordance with generally accepted accounting principles for
        interim
        financial information and Regulation S-B. Accordingly, they do not include
        all
        of the information and footnotes required for complete financial statements.
        In
        the opinion of management, all adjustments (consisting of normal recurring
        adjustments) considered necessary for a fair presentation of the results
        for the
        interim periods presented have been included. These results have been determined
        on the basis of generally accepted accounting principles and practices applied
        consistently with those used in the preparation of the Company's Annual
        Financial Statements for the year ended March 31, 2005. Operating results
        for
        the three months ended June 30, 2005 are not necessarily indicative of the
        results that may be expected for the year ending March 31, 2006. It is
        recommended that the accompanying condensed consolidated financial statements
        be
        read in conjunction with the financial statements and notes for the year
        ended
        March 31, 2005 included in the
        Company’s Form 10-KSB filed with the Securities and Exchange Commission on June
        30, 2005.
 
 Reclassifications
 
 Certain
        prior period amounts have been reclassified to conform to the current year
        presentation.
 
 Basis
        of
        Consolidation
  The
        consolidated interim 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
 
 The
        Company develops, licenses and services software that enables the generation,
        manipulation, viewing and image-based searching of complex, multi-dimensional
        mathematical objects and information. Since Inception, the Company has operated
        in a development phase typical of a software company and has focused on
        developing technologies and products and securing intellectual property rights
        while developing relationships with potential customers. Corporate activities
        to
        date have included raising capital, strategic and business planning, completing
        the registration of the Company’s securities with the U. S. Securities and
        Exchange Commission, and retaining executive management. The Company has
        minimal
        sales and no sales contracts and is considered to be in the development stage
        as
        of June 30, 2005.
 
 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.
 
 7
 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 Jun 30, 2005, 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 June 30, 2005, the Company had approximately $50,883 in excess
        of
        FDIC insured limits.
 
 Foreign
        Currency Transactions
 
 All
        transactions of the Company are denominated in U.S. dollars. The Company
        pays
        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 during the quarter ending
        June
        30, 2005.
 
 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 expects to recognize revenues, net of sales returns and other
        allowances, from the licensing of products and from service revenues.
 
 Product
        revenues will consist of revenues from end-user licenses (sometimes referred
        to
        as royalties) and fees for stand-alone software and technology under time-based
        or perpetual licenses. Service revenues will consist of fees from professional
        services, which will include fees for software development services, software
        maintenance contracts and customer training and consulting services.
 
 The
        Company will recognize 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.
 
 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 issuable 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.
 
 8
 On
        January 18, 2005, the Company completed a 95,000 for one stock split.
        Stockholders’ equity has been restated to give retroactive recognition to the
        stock split for all periods presented by reclassifying the par value of the
        additional shares arising from the split from paid-in-capital to common stock.
        All references in the financial statements and notes to number of shares
        and per
        share amounts reflect the stock split.
 
 Advertising
 
 Advertising
        expense, including direct mail and email advertising, was $71,853 for the
        three
        months ended June, 2005.
 
 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. No impairment losses were recorded during period ended June
        30,
        2005.
 
 
 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 research,
        development, marketing and sales 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 continuing efforts to develop the Company’s first
        commercial product, borrowing funds under the revolving loan agreement described
        below, and raising additional capital.
 
 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 June 30, 2005, the Company had borrowed $2,311,242 under
        a
        $2,500,000 revolving loan agreement with a company that is affiliated with
        the
        Company through common ownership (the “Bzinfin Loan”). The Company borrowed the
        remaining available funds of $188,758 under this facility in July 2005. At
        the
        Company’s current rate of expenditure, the funds available to the Company from
        cash on hand and under the revolving loan agreement would be sufficient to
        fund
        our operations through mid-September.
 
 In
        June
        2005 the Company began marketing its ***nViz*** ***x*** product
        under a Reseller Agreement with a leading mathematical computational software
        developer. In addition, the Company has implemented cost reduction measures
        including salary deferrals beginning in June 2005 and has deferred or delayed
        payments to some vendors until the Company achieves positive cash flow. The
        Company is exploring raising capital through sales of its securities in order
        to
        fund its operations until the Company achieves positive cash flow.
 
 9
 Management
        believes that actions presently being taken, as described in the preceding
        paragraphs, 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.
        ACCRUED EXPENSES
 
 Accrued
        liabilities represent expenses that apply to the reported period and have
        not
        been billed by the provider or paid by the Company. At June 30, 2005, accrued
        liabilities consisted of the following:
 
 Executive
                    relocation and legal
                
                $
                85,472Accrued
                    vacation
                
                
                47,443Audit
                
                
                40,000Deferred
                    wages
                
                
                36,720Travel
                    and lodging
                
                
                19,000Russian
                    programming costs
                
                
                18,392Consulting
                
                
                14,000Miscellaneous
                
                
                15,000$
                276,027
 
 NOTE
        5.
        STOCKHOLDERS’ EQUITY
 
 The
        Company has the authority to issue 300,000,000 shares of common stock having
        a
        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.
 
 Prior
        to
        April 1, 2004, the Company operated through the Predecessor as a limited
        liability company. On April 1, 2004, the Predecessor contributed substantially
        all of its assets, liabilities and operations to Technology pursuant to a
        Contribution Agreement. Under SEC Staff Accounting Bulletin Topic 4 (B),
        the
        undistributed earnings (losses) of the limited liability company were
        treated as a constructive distribution to the owners followed by a contribution
        of the capital to the new C Corporation. On April, 1, 2004, the effective
        date
        of the Contribution Agreement, the Company reclassified the accumulated deficit
        to date of $822,847 to additional paid in capital.
 
 NOTE
        6.
        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 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. Professional
        fees and consulting expenses for the three months ended June 30, 2005 include
        $50,000 of consulting fees under these agreements.
 
 The
        Company shares 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 of $15,414
        for
        its office space under a sublease with Ener1 Group, Inc. for the three months
        ended June 30, 2005. Related parties reimburse the Company for the time spent
        by
        one of its employees for patent and research work; as a result, research
        and
        development wages and benefits are net of reimbursements of $1,200 for the
        three
        months ended June 30, 2005. Administrative expenses include 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 amounts of $4,400 for the three
        months ended June 30, 2005.
 
 10
 The
        Company works with Russia-based scientists and programmers who were paid
        on the
        Company’s behalf under an agreement with a Russian consultant who handled
        administrative matters for the Company in Russia through July 2004. This
        consultant became an employee of the Company in July 2004. In March 2004,
        the consultant formed Splinex Outsourcing LLC to handle administrative and
        employment matters in connection with the Company’s Russian operations. In
        April 2004, a member of the Predecessor formed ANTAO to facilitate
        the
        payment of expenses to Splinex Outsourcing; ANTAO became a subsidiary of
        the
        Company on September 12, 2004. During the three months ending June 30, 2005,
        the
        Company paid $64,207 (unaudited) to Splinex Outsourcing LLC through
        ANTAO.
 
 The
        owner
        of the outstanding securities of Splinex Outsourcing LLC has agreed to
        contribute these securities to ANTAO, at which time, if consummated, Splinex
        Outsourcing would become an indirect, wholly-owned subsidiary of the Company.
        Splinex Outsourcing LLC has minimal assets and liabilities and the contribution
        would be recorded at fair value. There are no immediate plans to complete
        this
        contribution of securities.
 
 NOTE
        7.
        COMMITMENTS AND CONTINGENCIES
 
 Contingencies
 
 The
        Company has adopted a 2004 Stock Option Plan (the “Plan”) under which
        options may be granted to Company employees to purchase Company common
        stock.  Initially, the number of shares of common stock available
        for
        issuance under the Plan was 5,000,000; this number was increased to 10,000,000
        as of June 30, 2005.   The Company has granted options
        to
        purchase 4,825,000 shares under the Plan as of June 30, 2005.
 
 Foreign
        operations
 
 The
        Company outsources computer programming work to a company located in
        Ekaterinberg Russia. If the Company were not able to outsource all
        or a
        significant part of this work to this outsourcing company, it could
        have a
        material adverse effect on the Company. The outsourcing 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 continue 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.
 
  11
  Item
        2.
        Management’s Discussion and Analysis or Plan of Operation.
 
 *This
        Quarterly* *Report on Form 10-QSB 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 expected release dates and
        future sales of our products; development of other products; expected hiring
        levels; marketing plans; increases of selling, general and administrative
        costs
        and research and development spending; our product development strategy;
        financing requirement and capital raising plans  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; competition; our ability to raise capital; our ability
        to
        control costs; changes within our industries; release of new and upgraded
        products and services by us or our competitors; development of our sales
        force;
        employee retention; our ability to protect our intellectual property; legal
        and
        regulatory issues; changes in accounting policies or practices; and successful
        adoption of our products and services.*
  *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 Securities and Exchange Commission and the* *consolidated* *interim* *financial
        statements and related notes included in this* *Quarterly
        Report.*
 
 **Overview**
 
 Splinex
        develops, licenses and services software that enables the generation,
        manipulation, viewing and image-based searching of complex, multi-dimensional
        mathematical objects and information. We believe end-users of our software
        products, such as mathematicians, scientists, graphic designers or digital
        artists working on complex graphical three-dimensional problems, will experience
        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.
 
 Since
        inception, we have operated in a development phase typical of a software
        company
        and have focused on developing technologies and products and securing
        intellectual property rights while we develop relationships with potential
        customers and resellers. Our corporate activities to date have included raising
        capital, strategic and business planning, completing the registration of
        our
        securities with the Commission, and retaining executive management. We have
        minimal sales and no sales contracts and are considered to be in the development
        stage as of June 30, 2005.
 
 We
        were
        organized under the laws of the State of Delaware in February 2004
        to
        conduct the business and operations of Splinex, LLC, a Florida limited liability
        company (our “Predecessor”). Effective April 1, 2004, Splinex, LLC
        reorganized as a corporation and, as a result, contributed its assets,
        liabilities and operations to us under a contribution agreement. Our financial
        statements include the accounts of Splinex Technology Inc. and our Predecessor,
        and all material intercompany transactions have been eliminated. We began
        activity October 28, 2003 (inception).
 
 We
        filed
        a registration statement on Form S-1 with the Securities and Exchange Commission
        which was declared effective on January 11, 2005, and we became a public
        reporting company subject to the information and reporting requirements of
        the
        Securities Exchange Act of 1934. Effective July 21, 2005, Splinex common
        stock
        began trading and was quoted on the Over the Counter (OTC) Bulletin Board
        under
        the symbol "SPLX.OB".
 
 12
 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 may borrow funds under a revolving loan agreement
        with an affiliate. At our current rate of expenditure, the funds available
        to us
        from cash on hand and under the revolving loan agreement would be sufficient
        to
        fund our operations through mid-September 2005 *,* excluding the consideration of any revenues from the sale of our products.
        Our
        independent auditor’s report on our financial statements for the year ended
        March 31, 2005 contains an explanatory paragraph about our ability
        to
        continue as a going concern. In the absence of attaining profitable operations
        and achieving positive cash flow from operations or obtaining significant
        additional debt or equity financing, we will have difficulty meeting current
        and
        long-term obligations.
 
 We
        have
        taken, and continue to take, steps to address our need for additional capital.
        We began significant marketing and sales activities for our ***nViz*** ***x*** product
        in late June 2005 under a Reseller Agreement with a leading mathematical
        computational software developer. In addition, we implemented cost reduction
        measures including salary deferrals beginning in June 2005 and have deferred
        or
        delayed payments to some vendors until we achieve positive cash flow. We
        are
        also exploring raising capital through sales of our securities in order to
        fund
        our operations until we achieve positive cash flow from operations.
  **Plan
        of Operation**
  During
        the period from inception on October 28, 2003 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.
  Since
        October 1, 2004, we have 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 on June
        23,
        2005.
 
 In
        June
        2005 we entered into a Reseller Agreement with Waterloo Maple Inc., the parent
        company of Maplesoft, the developer of Maple software. Under the Reseller
        Agreement, Maplesoft and Splinex will conduct a number of joint marketing
        and
        sales initiatives. These initiatives began in July, 2005. Additionally,
        Maplesoft will promote ***nViz*** ***x*** v1.5 for
        Maple through its web site and other marketing activities directed to its
        customer base, and its sales force and worldwide reseller network will sell
        the
        product.
 
 Using
        our
        core software libraries, we plan to develop additional versions of n ***nViz*** ***x*** as
        visualization add-ons for other technical computing software products similar
        to
        Mathematica and Maplesoft and for spreadsheet products like Microsoft
        Excel.  We also intend to develop additional commercial products for
        other
        applications using our core software libraries and technologies. 
        We may
        also license our software and technology to users in various vertical
        markets.
 
 13
 We
        intend
        to raise additional capital to support and accelerate our product development,
        marketing and sales plans. At June 30, 2005, we had $188,758 remaining available
        to us under the revolving loan agreement and we had cash of $142,318.
         Through salary reductions and implementation of other expense controls,
        we
        have reduced our monthly cash expenses to approximately $130,000. At our
        current
        rate of expenditure, these funds would be sufficient to fund our operations
        through mid-September 2005.
 
 We
        estimate that we need approximately $2 million to execute our product
        development, marketing and sales plans for the remainder of our fiscal year
        ending March 31, 2006. During the next nine months, we will seek to raise
        up to
        $10,000,000 through debt or equity financing, including public or private
        sales
        of our securities. We expect to increase operating and development spending
        level to market and sell ***nViz*** ***x*** and to
        commence additional development projects using our core technologies. If
        we are
        successful in raising additional capital, we plan to hire additional
        programmers, developers and other personnel and spend additional resources
        for
        sales, marketing and administration that could raise our operating expenses
        to
        up to approximately $500,000 per month in our fiscal year ending March 31,
        2006.
 
 We
        cannot
        assure you that we will be able to raise additional funds on terms favorable
        to
        us or at all. If we raise additional funds through the sale of equity or
        convertible debt securities, our current stockholders’ ownership percentage of
        our common stock will be reduced. In addition, these transactions may dilute
        the
        value of our common stock. We may have to issue securities that have rights,
        preferences and privileges senior to our common stock. The terms of any
        additional indebtedness may include restrictive financial and operating
        covenants that would limit our ability to compete and expand. Our failure
        to
        obtain any required future financing could materially and adversely affect
        our
        financial condition.
 
 If
        we are
        not able to raise a minimum of $2,000,000, we would delay or curtail our
        product
        development activities and planned increases in sales, marketing and research
        and development expenses. If we are unable to raise $10,000,000 in capital,
        we
        would need to alter our business model, reduce the number of planned additional
        product launches, and consider alternative revenue models, including licensing
        some of our planned products for development by other companies. Under these
        circumstances, our revenues and revenue growth may be negatively
        affected.
  As
        of
        June 30, 2005, we have no
        material planned capital expenditures .
 
 **Results
        of** **Operations** **for the** **Three
        Month Period Ended** **June 30, 2005**
 
 We
        incurred a loss of $735,974 for the three months ended June 30, 2005. Operating
        expenses of $710,856 for the three months ended June 30, 2005 included $140,168
        for sales and marketing expenses, $269,499 for general and administrative
        expenses, and $301,189 for research and development costs.
 
 Sales
        and
        marketing expenses for the three months ended June 30, 2005 consisted primarily
        of wages and benefits of $56,685 and advertising and promotional expenses
        of
        $71,853. General and administrative expenses for the three months ended June
        30,
        2005 included wages and benefits of $104,072; consulting fees of $50,000
        paid to
        a director, Dr. Novak and a related party, Mike Zoi; legal expenses
        of
        $36,928, of which $4,040 was payable to Ener1 Group to reimburse Ener1 Group
        for
        the services of our general counsel, who is also an officer of Ener1 Group;
        audit fees of $18,097; insurance costs of $20,687; and rent of
        $15,414.
 
 Research
        and development expenses for the three months ended June 30, 2005 included
        $205,606 for wages and benefits paid to U.S. based programmers; $72,000 for
        wages and administrative costs of our Russian-based scientists and programmers;
        and $12,450 paid to software consultants. The wages and benefits of our U.S.
        based research and development department are currently approximately $900,000
        on an annualized basis. Our Russia based programming costs are currently
        approximately $300,000 on an annualized basis. We expect both of these expenses
        to increase substantially in the future as development activities increase.
  14
 Related
        parties reimburse us for the time spent by one of our employees for patent
        and
        research work; as a result, our research and development wages and benefits
        are
        net of reimbursements of $1,200 for the three months ended June 30, 2005.
 
 We
        expect
        that our administrative expenses will continue to increase as we continue
        to
        build our corporate infrastructure and hire additional administrative and
        management staff. As a new public reporting company, our legal and accounting
        costs have increased in connection with compliance with reporting requirements
        under the Securities Exchange Act of 1934, and our investor relations and
        communications costs have also increased.
 
 Selling
        and marketing expenses consist primarily of direct mail and email advertising
        and other marketing related expenses, compensation-related expenses and travel
        costs. Sales and marketing costs are expected to significantly increase in
        absolute dollars and become a significant percentage of revenues in the future
        as we expand our advertising, marketing and sales activities associated with ***nViz*** ***x*** and
        release additional products.
 
 **Liquidity
        and capital resources**
 
 At
        June
        30, 2005, we had negative working capital of $576,264 and cash of $149,132.
        As
        of June 30, 2005, we had funds of $188,758 available under a borrowing
        agreement.
 
 Our
        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. We are in the development stage
        and have had minimal revenues since inception. Our management recognizes
        that we
        must raise capital sufficient to fund start-up and development activities
        until
        such time as we can generate revenues and net cash flows in amounts necessary
        to
        enable us to continue in existence. The realization of assets and satisfaction
        of liabilities in the normal course of business is dependent upon our achieving
        these goals. Our management’s plans include continuing efforts to develop our
        first commercial product, borrowing funds under our revolving loan agreement,
        and raising additional capital. The continued development of our technology
        and
        products will require significant additional capital investment.
 
 At
        our
        current rate of expenditure, our cash on hand plus the funds available to
        us
        under the revolving loan agreement would be sufficient to fund our operations
        through mid-September 2005. In the absence of attaining profitable operations
        and achieving positive cash flows from operations or obtaining significant
        additional debt or equity financing, we will have difficulty meeting current
        and
        long-term obligations.
 
 We
        have
        taken, and continue to take, steps to address our need for additional capital.
        We began marketing our ***nViz*** ***x*** product
        in June 2005 under a Reseller Agreement with a leading mathematical
        computational software developer. In addition, we implemented cost reduction
        measures including salary deferrals beginning in June 2005 and have deferred
        or
        delayed payments to some vendors until we achieve positive cash flow. We
        are
        also exploring raising capital through sales of our securities in order to
        fund
        our operations until we achieve positive cash flow from operations.
 
 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 June 30, 2005, we had borrowed $2,311,242 under a $2,500,000
        revolving loan agreement with a company that is affiliated with us through
        common ownership (the “Bzinfin Loan”). We borrowed the remaining available funds
        of $188,758 under this facility in July 2005. Loans under this agreement
        bear
        interest at an annual rate of 5% and principal and interest must be repaid
        within two years from the date of the initial funding, which occurred on
        February 7, 2005.
 
 Prior
        to
        April 1, 2004, we operated through our Predecessor as a limited liability
        company. On April 1, 2004, our Predecessor contributed all of its
        assets,
        liabilities and operations to us. Under SEC Staff Accounting Bulletin Topic
        4
        (B), the undistributed earnings (losses) of our Predecessor were treated
        as
        a constructive distribution to the members of our Predecessor followed by
        a
        capital contribution to us. On April, 1, 2004, the effective date of the
        contribution, we reclassified the accumulated deficit to date of $822,847
        to
        additional paid in capital.
 
 15
  We
        do not
        have material exposure to market risks associated with changes in interest
        rates
        related to cash equivalent securities held at June 30, 2005.
 
 **Off-balance
        sheet arrangements**
 
 At
        June
        30, 2005, we did not have any off-balance sheet arrangements, as defined
        in item
        303(c)(4)(2) of SEC Regulation S-B.
 
 Item
        3.
        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
        June 30, 2005, we
        carried out an evaluation , under
        the supervision and with the participation of our management,
        including our chief executive officer and our chief financial
        officer, of the
        effectiveness of the design and operation of our disclosure controls and
        procedures. Based on
        the foregoing, our chief executive officer and
        chief financial officer
        concluded that our disclosure controls and procedures were
        effective and were operating at the reasonable assurance level.
 During
        the quarter ended June 30, 2005, 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.
 
 PART
        II —
        OTHER INFORMATION
 
 Item
        1.
        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.
 
 Item
        2.
        Unregistered Sales of Equity Securities and Use of Proceeds.
 
 None.
  16
  Item
        6.
        Exhibits
 ExhibitNumber
                
                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 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 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 of Splinex, 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 Merger of Splinex, incorporated herein by reference to Exhibit
                    3.2 to
                    Splinex’s Registration Statement on Form S-1 filed with the Commission
                    on
                    December 27, 2004 (Registration No. 333-116817)3.3
                
                Bylaws
                    of Splinex, 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
                
                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
 31.1
                
                Certification
                    of Principal Executive Officer pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 200231.2
                
                Certification
                    of 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
                    200232.2
                
                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
 
  17
  **SIGNATURES**
 
 In
        accordance with the requirements of the Exchange Act, the registrant caused
        this
        report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
  Splinex
                  Technology Inc.August
                  12, 2005
              By:
              /s/
                  Gerard A. HerlihyName:
                  Gerard A. HerlihyTitle:
                  Chief Financial Officer
   18