**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-Q**




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




**For
      the quarterly period ended March 31, 2008**




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




For
      the
      transition period from ______________to ______________




Commission
      file number 333-134658





SPLINTERNET
      HOLDINGS, INC.


(Exact
      Name of Registrant as Specified in Its Charter)





Delaware
            
            22-393-8509(State
                or Other Jurisdiction of
              Incorporation
                or Organization)
            
            (IRS
                Employer Identification No.)




535
      Connecticut Avenue, 2ndfloor,
      Norwalk, CT 06854


(Address
      of Principal Executive Offices)




Registrant’s
      Telephone Number, Including Area Code: ( 203)
      354-9164







Former
      Name, Former Address and Former Fiscal Year, if Changed Since Last
      Report.




Indicate
      by check mark whether the Registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for the past 90 days.


Yes x No  ̈





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





Large
                accelerated filer
             ̈
            Accelerated
                filer
             ̈Non-accelerated
                filer
             ̈
            Smaller
                reporting company
            x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes  ̈ No x




As
      of May
      13, 2008, there were 61,503,179 outstanding shares of Common Stock, $.001 par
      value.





**SPLINTERNET
        HOLDINGS, INC. AND SUBSIDIARY**





**TABLE
      OF CONTENTS**





**Page****PART
                I - FINANCIAL INFORMATION**Item
                1.
            Financial
                Statements.
            3Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations.
            11Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk.
            18Item
                4T.
            Controls
                and Procedures.
            18**PART
                II - OTHER INFORMATION**Item
                1.
            Legal
                Proceedings.
            19Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds.
            19Item
                3.
            Default
                upon Senior Securities.
            19Item
                4.
            Submission
                of Matters to a Vote of Security Holders.
            19Item
                5.
            Other
                Information.
            19Item
                6.
            Exhibits.
            19**SIGNATURES**
            20


2


**PART
      I – FINANCIAL INFORMATION**





**Item
      1.**  **Financial
      Statements.**




Condensed
                Consolidated Balance Sheets at March 31, 2008 (Unaudited) and December
                31,
                2007
            4Condensed
                Consolidated Statements of Operations (Unaudited) for the three months
                ended March 31, 2008 and 2007
            5Condensed
                Consolidated Statements of Cash Flows (Unaudited) for three months
                ended
                March 31, 2008 and 2007
            6Notes
                to the Condensed Consolidated Financial Statements
                (Unaudited)
            7


3


**SPLINTERNET
      HOLDINGS, INC. AND SUBSIDIARY**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**




March 31,
            
            December 31,2008
            
            2007(unaudited)**ASSETS**Cash
            
            $
            764,256
            
            $
            1,105,057Accounts
                receivable
            
            
            20,455
            
            
            32,363Prepaid
                expenses
            
            
            29,023
            
            
            40,848Notes
                receivable
            
            
            155,886
            
            
            155,916Loans
                receivable
            
            
            125,000
            
            
            -Total
                Current assets
            
            
            1,094,620
            
            
            1,334,184Property
                and equipment, net
            
            
            22,417
            
            
            23,504Security
                deposits
            
            
            13,544
            
            
            13,544Total
                assets
            
            $
            1,130,581
            
            $
            1,371,232**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Liabilities:Accounts
                payable
            
            $
            77,378
            
            $
            28,693Accrued
                expenses
            
            
            13,870
            
            
            44,304Total
                current liabilities
            
            
            91,248
            
            
            72,997CommitmentsStockholders’
                equity:Capital
                stock:Preferred
                stock, 10,000,000 shares authorized and none outstanding Common stock,
                $0.001 par value; 90,000,000 shares authorized; 56,715,000 shares
                issued
                and outstanding
            
            
            56,715
            
            
            56,715Additional
                paid-in capital
            
            
            3,195,171
            
            
            3,195,171Accumulated
                deficit
            
            
            (2,212,553
            )
            
            (1,953,651
            )Total
                stockholders’ equity
            
            
            1,039,333
            
            
            1,298,235Total
                liabilities and stockholders’ equity
            
            $
            1,130,581
            
            $
            1,371,232





See
      notes
      to condensed consolidated financial statements.


4







**SPLINTERNET
      HOLDINGS, INC. AND SUBSIDIARY**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(UNAUDITED)**




Three Months Ended
              March 31,2008
            
            2007Revenue
            
            $
            178,658
            
            $
            3,750Cost
                of revenue
            
            
            171,968
            
            
            -Gross
                profit
            
            
            6,690
            
            
            3,750Selling,
                general and administrative expenses
            
            
            219,363
            
            
            294,841Research
                and development costs
            
            
            56,925
            
            
            20,575Loss
                from operations
            
            
            (269,598
            )
            
            (311,666
            )Interest
                income
            
            
            10,697
            
            
            21,817Net
                loss
            
            $
            (258,901
            )
            $
            (289,849
            )Net
                loss per share:Basic:
            
            $
            (0.00
            )
            $
            (0.00
            )Diluted:
            
            $
            (0.00
            )
            $
            (0.00
            )Weighted
                average common stock outstanding:Basic
            
            
            56,715,000
            
            
            53,500,500Diluted
            
            
            56,715,000
            
            
            53,500,500





See
      notes
      to condensed consolidated financial statements.


5





**SPLINTERNET
      HOLDINGS, INC. AND SUBSIDIARY**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**





Three Months Ended March 31,2008
            
            2007Cash
                flow from operating activities:Net
                loss
            
            $
            (258,901
            )
            
            ($
                289,849
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
            
            
            1,087
            
            
            729Change
                in assets and liabilitiesDecrease/(increase)
                in accounts receivable
            
            
            11,908
            
            
            (1,500
            )Decrease
                in notes receivable
            
            
            29
            
            
            -Decrease
                in prepaid expenses
            
            
            11,825
            
            
            13,155Increase/(decrease)
                in accounts payable and accrued expenses
            
            
            18,251
            
            
            (23,476
            )Net
                cash used in operating activities
            
            
            (215,801
            )
            
            (300,941
            )Cash
                flows from investing activities:Purchase
                of property and equipment
            
            
            -
            
            
            (1,060
            )Net
                cash used in investing activities
            
            
            -
            
            
            (1,060
            )Cash
                flows from financing activities:Loans
                receivable
            
            
            (125,000
            )
            
            -Return
                of common stock proceeds
            
            
            -
            
            
            (12,500
            )Net
                cash used in financing activities
            
            
            (125,000
            )
            
            (12,500
            )Net
                decrease in cash
            
            
            (340,801
            )
            
            (314,491
            )Cash
                and cash equivalents, beginning of period
            
            
            1,105,057
            
            
            2,307,231Cash
                and cash equivalents, end of period
            
            $
            764,256
            
            $
            1,992,740





See
      notes
      to condensed consolidated financial statements.


6


SPLINTERNET
      HOLDINGS, INC.AND
      SUBSIDIARY


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**





**1.
      PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**




On
      April
      3, 2006, Splinternet Holdings, Inc., a Company incorporated in the State of
      Delaware on March 22, 2006 conducted a share for share exchange of securities
      with Splinternet Communications, Inc. (“Splinternet”) whereby 214,002 shares of
      the common stock, par value $0.001 per share, of Splinternet Communications,
      Inc. were exchanged for 53,500,500 shares of the common stock, par value $0.001
      per share, of Splinternet Holdings, Inc. (the “Share Exchange”), as a result of
      which Splinternet Communications, Inc. became a wholly owned subsidiary of
      Splinternet Holdings, Inc. (“ the Company”). Splinternet Holdings, Inc. does not
      conduct any business or own any assets other than all of the issued and
      outstanding shares of Splinternet Communications, Inc.





Splinternet
      Communications, Inc. was incorporated in the State of Connecticut in January
      2000. Splinternet is a developer of VoIP (Voice over Internet Protocol)
      technology and services which enable the customer to make phone calls utilizing
      the Internet as an alternative to the traditional Public Switched Telephone
      Network.





On
      April
      22, 2008, the Board of Directors of the Company adopted the Splinternet
      Holdings, Inc. 2008 Stock Incentive Plan (the “2008 Stock Plan”). Under the 2008
      Stock Plan, officers, other employees and directors of, and consultants to,
      the
      Company or its subsidiaries may be awarded stock options, stock appreciation
      rights and other stock awards. T he
      number
      of shares subject to the 2008 Stock Plan may not exceed 6,000,000
      shares.




**2.
      BASIS OF PREPARATION**





Pursuant
      to the rules and regulations of the Securities and Exchange Commission for
      Form
      10-Q, the financial statements, footnote disclosures and other information
      normally included in financial statements prepared in accordance with generally
      accepted accounting principles have been condensed. The financial statements
      contained in this report are unaudited but, in the opinion of the Company,
      reflect all adjustments, consisting of only normal recurring adjustments
      necessary to fairly present the financial position as of March 31, 2008 and
      the
      results of operations and cash flows for the interim period of the fiscal year
      ending December 31, 2008 presented herein. The results of operations for any
      interim period are not necessarily indicative of results for the full year.
      The
      balance sheet at December 31, 2007 has been derived from the audited financial
      statements at that date but does not include all of the information and
      footnotes required by accounting principles generally accepted in the United
      States of America for complete financial statements. The unaudited financial
      statements include all the accounts of the Company.




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities,
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Actual results could differ from those estimates.





Basic
      loss per share is computed by dividing net loss by the weighted average number
      of shares of common stock outstanding during the period. Diluted loss per share
      is computed by dividing net loss by the weighted average number of shares of
      common stock, potential common stock and potentially dilutive securities
      outstanding during each period. As of March 31,2008 the Company had no
      potentially dilutive securities outstanding. As of March
      31,
      2007 ,
      the
      Company had outstanding warrants to purchase an aggregate of 3,214,500 shares
      of
      common stock, which could potentially dilute future earnings per share. Since
      the impact of the warrants would be antidilutive, the warrants have been
      excluded from the computation of diluted earnings per share for the three months
      ended March 31, 2007.


7


Recent
      Accounting Pronouncements




In
      September 2006, the FASB issued SFAS No. 157, *Fair
      Value Measurements* ,
      which
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. This statement does not require any new fair value
      measurements, but provides guidance on how to measure fair value by providing
      a
      fair value hierarchy used to classify the source of the information. SFAS
      No. 157 is effective for
      fiscal years beginning after November 15, 2007, and all interim periods within
      those fiscal years. I n
      February 2008, the FASB released FASB Staff Position (FSP FAS 157-2
      - *Effective Date of FASB Statement No. 157* )
      which
      delays the effective date of SFAS No. 157 for all nonfinancial assets and
      nonfinancial liabilities, except those that are recognized or disclosed at
      fair
      value in the financial statements on a recurring basis (at least annually),
      to
      fiscal years beginning after November 15, 2008 and interim periods within those
      fiscal years. The
      implementation of SFAS No. 157 for financial assets and liabilities,
      effective January 1, 2008, did not have an impact on the Company’s
      financial position and results of operations.




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159
      permits entities to choose to measure, on an item-by-item basis, specified
      financial instruments and certain other items at fair
      value.  Unrealized gains and losses on items for which the fair value
      option has been elected are required to be reported in earnings at each
      reporting date.  SFAS No. 159 is effective for fiscal years beginning
      after November 15, 2007, the provisions of which are required to be applied
      prospectively. The Company adopted this Statement as of January 1, 2008 and
      has
      elected not to apply the fair value option to any of its financial
      instruments.





In
      December 2007, the FASB issued Statement of Financial Accounting Standards
      SFAS
      No. 141 (revised 2007), "Business Combinations," which replaces SFAS No
      141. The statement retains the purchase method of accounting for acquisitions,
      but requires a number of changes, including changes in the way assets and
      liabilities are recognized in the purchase accounting. It also changes the
      recognition of assets acquired and liabilities assumed arising from
      contingencies, requires the capitalization of in-process research and
      development at fair value, and requires the expensing of acquisition-related
      costs as incurred. SFAS No. 141R is effective for business
      combinations for which the acquisition date is on or after the beginning of
      the
      first annual reporting period beginning on or after December 15,
      2008.





In
      December 2007, the FASB issued SFAS No. 160.,  “Noncontrolling
      Interests in Consolidated Financial Statements - an Amendment of ARB No.
      51.”  SFAS 160 establishes accounting and reporting standards
      pertaining to ownership interests in subsidiaries held by parties other than
      the
      parent, the amount of net income attributable to the parent and to the
      noncontrolling interest, changes in a parent’s ownership interest, and the
      valuation of any retained noncontrolling equity investment when a subsidiary
      is
      deconsolidated.  This statement also establishes disclosure
      requirements that clearly identify and distinguish between the interests of
      the
      parent and the interests of the noncontrolling owners.  SFAS 160 is
      effective for fiscal years beginning on or after December 15,
      2008.  The adoption of SFAS 160 is not currently expected to have a
      material effect on the Company’s consolidated financial position, results of
      operations, or cash flows.





In
      March
      2008, the FASB issued SFAS No. 161, “ Disclosures
      about Derivative Instruments and Hedging Activities*.*” The new
      standard is intended to improve financial reporting about derivative instruments
      and hedging activities by requiring enhanced disclosures to enable investors
      to
      better understand their effects on an entity’s financial position, financial
      performance, and cash flows. It is effective for financial statements issued
      for
      fiscal years and interim periods beginning after November 15, 2008, with early
      application encouraged. The Company is currently evaluating the impact of
      adopting SFAS. No. 161 on its financial statements.





Management
      does not believe that any recently issued, but not yet effective, accounting
      standards if currently adopted would have a material effect on the accompanying
      financial statements.


8





**3.
      MAJOR CUSTOMER**




During
      the three months ended March 31, 2008, one customer (BuenaVox LLC) accounted
      for
      96% of all revenues.





**4.
      TAXES**




Effective
      January 1, 2007, the Company adopted the provisions of FASB Interpretation
      No.
      48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — An Interpretation
      of FASB Statement No. 109.” FIN 48 provides detailed guidance for the financial
      statement recognition, measurement and disclosure of uncertain tax positions
      recognized in the financial statements in accordance with SFAS No. 109. Tax
      positions must meet a “more-likely-than-not” recognition threshold at the
      effective date to be recognized upon the adoption of FIN 48 and in subsequent
      periods. Upon the adoption of FIN 48, the Company had no unrecognized tax
      benefits. During the three months ended March 31, 2008, the Company recognized
      no adjustments for uncertain tax benefits.




The
      Company recognizes interest and penalties, if any, related to uncertain tax
      positions in selling, general and administrative expenses. No interest and
      penalties related to uncertain tax positions were accrued at March 31,
      2008.




The
      tax
      years 2003 through 2007 remain open to examination by the major taxing
      jurisdictions in which the Company operates. The Company expects no material
      changes to unrecognized tax positions within the next twelve
      months.




As
      of
      March 31, 2008 the Company has net operating loss carryforwards of approximately
      $2,200,000 available to offset taxable income through the year
      2028.




The
      Company recorded a deferred income tax asset for the tax effect of net operating
      loss carryforwards and temporary differences, aggregating approximately $880,000
      as of March 31, 2008. In recognition of the uncertainty regarding the ultimate
      amount of income tax benefits to be derived, the Company has recorded a
      valuation allowance of $880,000 at March 31, 2008.





**5.
      SUBSEQUENT EVENT - ACQUISITION OF VIDIATION, INC.**





On
      February 7, 2008, the Company entered into an Agreement and Plan of Merger
      (the
“Vidiation Merger Agreement”) with Vidiation, Inc., a Delaware corporation,
      pursuant to which at closing Splinternet Merger Sub I, Inc. (a wholly owned
      subsidiary of the Company formed in 2008 for the purpose of such transaction)
      will merge into Vidiation, Inc., as a result of which Vidiation, Inc. will
      become a wholly-owned subsidiary of the Company. Upon closing, the Company
      will
      issue an aggregate of 4,788,179 shares of common stock of the Company to the
      current shareholders of Vidiation, Inc. in exchange for the cancellation of
      the
      then outstanding shares of common stock of Vidiation, Inc. Vidiation, Inc.
      is a
      newly-formed radiation detection company, which intends to acquire certain
      assets held by Vidiation, LLC. Both Vidiation, Inc. and Vidiation, LLC are
      companies controlled by Frank O’Connor, who will remain President of Vidiation,
      Inc. upon closing.





In
      February and March 2008, the Company made loans to Vidiation, Inc. in the
      principal amount of $125,000 which loans are due on demand and accrue interest
      at a rate of 6.0% per annum to the date of payment in full. Such obligation
      has
      been guaranteed by Frank O’Connor and Vidiation, LLC. Such loans made by the
      Company to Vidiation, Inc. are referred to as the “Vidiation
      Loans”.





On
      April
      16, 2008, the Company made an additional loan to Vidiation, Inc. in the
      principal amount of $40,000. Such loan is due on demand and accrues interest
      at
      a rate of 6.0% per annum to the date of payment in full. This obligation has
      been guaranteed by Frank O’Connor and Vidiation, LLC.


9


On
      April
      30, 2008, the Company consummated the merger with Vidiation, Inc. pursuant
      to
      which the Merger Sub has merged into Vidiation, Inc. resulting in Vidiation,
      Inc. becoming a wholly-owned subsidiary of the Company. Upon closing, the
      Company has issued an aggregate of 4,788,179 shares of common stock of the
      Company to the shareholders of Vidiation, Inc. in exchange for the cancellation
      of the then outstanding shares of common stock of Vidiation, Inc. As a result,
      the former shareholders of Vidiation, Inc. now own 7.8% of the total issued
      and
      outstanding shares of common stock of the Company.





On
      April
      30, 2008, and in connection with the closing, the parties executed a
      supplemental closing agreement whereby, among other things, (i) the parties
      acknowledged that the Vidiation loans shall not be extinguished as a result
      of
      the transaction consummated under the Vidiation Merger Agreement, and (ii)
      Vidiation, Inc. and Frank O’Connor reaffirmed and acknowledged their continuing
      obligation under the Vidiation loans. In addition, both Vidiation, Inc. and
      Frank O’Connor agreed to indemnify the Company with respect to any of the then
      existing liabilities of Vidiation, Inc.


10


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





The
      following discussion should be read in conjunction with the Financial Statements
      included in this report and is qualified in its entirety by the
      foregoing.





**Forward-Looking
      Statements**





This
      report contains “forward-looking statements”, which involve known and unknown
      risks, uncertainties and other factors which could cause actual financial or
      operating results, performances or achievements expressed or implied by such
      forward-looking statements not to occur or be realized. These forward-looking
      statements generally are based on our best estimates of future results,
      performances or achievements, based upon current conditions and assumptions.
      Forward-looking statements may be identified by the use of forward-looking
      terminology such as “may,” “can,” “could,” “project,” “expect,” “believe,”
“plan,” “predict,” “estimate,” “anticipate,” “intend,” “continue,” “potential,”
“would,” “should,” “aim,” “opportunity” or similar terms, variations of those
      terms or the negative of those terms or other variations of those terms or
      comparable words or expressions. These risks and uncertainties include, but
      are
      not limited to:





·
            general
                economic conditions in both foreign and domestic
                markets,





·
            cyclical
                factors affecting our industry,





·
            lack
                of growth in our industry,





·
            our
                ability to comply with government
                regulations,





·
            a
                failure to manage our business effectively and profitably,
                and





·
            our
                ability to sell both new and existing products and services at profitable
                yet competitive prices.





You
      should carefully consider these risks, uncertainties and other information,
      disclosures and discussions which contain cautionary statements identifying
      important factors that could cause actual results to differ materially from
      those provided in the forward-looking statements. Splinternet Holdings, Inc.
      undertakes no obligation to update or revise any forward-looking statements,
      whether as a result of new information, future events or otherwise.





**Overview**




Splinternet
      Holdings, Inc. (“we”, “us”, “our”, the “Company” or “Splinternet”) was
      incorporated in the State of Delaware on March 22, 2006. On April 3, 2006,
      Splinternet Holdings, Inc. conducted a share for share exchange of securities
      with Splinternet Communications, Inc. whereby 214,002 shares of the common
      stock, par value $0.001 per share, of Splinternet Communications, Inc. were
      exchanged for 53,500,500 shares of the common stock, par value $0.001 per share,
      of Splinternet Holdings, Inc. (the “Share Exchange”), as a result of which
      Splinternet Communications, Inc. became a wholly owned subsidiary of Splinternet
      Holdings, Inc. Splinternet Holdings, Inc. does not conduct any business or
      own
      any assets other than all of the issued and outstanding shares of Splinternet
      Communications, Inc. Splinternet Communications, Inc. was incorporated in the
      State of Connecticut in January 12, 2000. Splinternet is a developer of VoIP
      (Voice over Internet Protocol) technology and services which enable the customer
      to make phone calls utilizing the internet as an alternative to the traditional
      Public Switched Telephone Network.





On
      February 7, 2008, the Company entered into an Agreement and Plan of Merger
      (the
“Vidiation Merger Agreement”) with Vidiation, Inc., a Delaware corporation,
      pursuant to which at closing Splinternet Merger Sub I, Inc. (a wholly owned
      subsidiary of the Company formed in 2008 for the purpose of such transaction)
      (the “Merger Sub”) would merge into Vidiation, Inc., as a result of which
      Vidiation, Inc. would become a wholly-owned subsidiary of the Company. Upon
      closing, the Company would issue an aggregate of 4,788,179 shares of common
      stock of the Company to the current shareholders of Vidiation, Inc. in exchange
      for the cancellation of the then outstanding shares of common stock of
      Vidiation, Inc.


11


Vidiation,
      Inc. is a newly-formed radiation detection company, which acquired certain
      assets held by Vidiation, LLC. Both Vidiation, Inc. and Vidiation, LLC are
      companies formerly controlled by Frank O’Connor, who has remained President of
      Vidiation, Inc. The closing took place on April 30, 2008.





In
      February and March 2008, the Company made loans to Vidiation, Inc. in the
      principal amount of $125,000 which loans are due on demand and accrue interest
      at a rate of 6.0% per annum to the date of payment in full. Such obligation
      has
      been guaranteed by Frank O’Connor and Vidiation, LLC. In April 2008 the Company
      made an additional loan to Vidiation, Inc. in the principal amount of $40,000
      under the same terms and conditions.. Such loans made by the Company to
      Vidiation, Inc. are referred to as the “Vidiation Loans”.





On
      April
      30, 2008, the Company consummated the transaction contemplated by the Vidiation
      Merger Agreement pursuant to which the Merger Sub has merged into Vidiation,
      Inc. resulting in Vidiation, Inc. becoming a wholly-owned subsidiary of the
      Company. Upon closing, the Company has issued an aggregate of 4,788,179 shares
      of common stock of the Company to the shareholders of Vidiation, Inc. in
      exchange for the cancellation of the then outstanding shares of common stock
      of
      Vidiation, Inc. As a result, the former shareholders of Vidiation, Inc. now
      own
      7.8% of the total issued and outstanding shares of common stock of the Company.





On
      April
      30, 2008, and in connection with the closing, the parties executed a
      supplemental closing agreement whereby, among other things, (i) the parties
      acknowledged that the Vidiation Loans shall not be extinguished as a result
      of
      the transaction consummated under the Vidiation Merger Agreement, and (ii)
      Vidiation, Inc. and Frank O’Connor reaffirmed and acknowledged their continuing
      obligation under the Vidiation Loans. In addition, both Vidiation, Inc. and
      Frank O’Connor agreed to indemnify the Company with respect to any of the then
      existing liabilities of Vidiation, Inc.





Since
      our
      inception, the Company has generated limited revenues. Although we recently
      completed an acquisition of a company in the anti-terrorism industry, we
      are
      presently considering the acquisition of other companies operating in either
      the
      VoIP market space or with compatible products and which can benefit from the
      Company’s infrastructure under circumstances where there is a strategic,
      technology, and marketing fit for enhancement. In addition to seeking
      acquisition candidates, during the quarter ended March 31, 2008, the Company
      continued purchasing long distance minutes at wholesale prices from phone
      companies and then reselling them at a markup to its customers.





Additionally,
      we believe our infrastructure is sufficiently flexible to allow the development
      and deployment of a variety of radiation detection products and services. We
      continue to develop those products and expect to begin marketing them actively
      in the second quarter of this year. The
      Company believes that over time it will build sales volume sufficient to cover
      the costs of operations through this strategy. There is no guarantee that the
      Company will be successful in its efforts to either acquire other companies
      or
      generate service or equipment sales sufficient to cover its costs of
      operations.





*Recent
      Events*





On
      April
      22, 2008, the Board of Directors of the Company adopted the Splinternet
      Holdings, Inc. 2008 Stock Incentive Plan (the “2008 Stock Plan”). Under the 2008
      Stock Plan, officers, other employees and directors of, and consultants to,
      the
      Company or its subsidiaries may be awarded stock options, stock appreciation
      rights and other stock awards. T he
      number
      of shares subject to the 2008 Stock Plan may not exceed 6,000,000
      shares.





**Results
      of Operations**




SERVICE
      REVENUE





Service
      revenue for the quarter ended March 31, 2008 was $178,658 which is an increase
      from $3,750 in the quarter ended March 31, 2007. The Company continues to
      provide hosting services but new switching and termination services which were
      initiated during the second quarter 2007 accounts for the
      increase in revenues during the three months ended March 31,
      2008.


12


COST
      OF
      REVENUE





The
      use
      of VoIP services requires a combination of hardware and software to convert
      the
      electronic signals which would otherwise comprise a traditional telephone call
      into a packetized data stream and route those packets over a data network,
      such
      as the Internet.





In
      2007,
      the Company began purchasing long distance minutes at wholesale prices from
      phone companies and then resells them at a markup to its customers. For the
      three months ended March 31, 2008, the costs of the wholesale minutes were
      $171,968. In 2007, the services sold were limited to hosting (essentially
      renting space to others for locating their equipment) and switching (moving
      communications traffic over our system for others). The Company did not resell
      wholesale minutes during the same period in 2007. Therefore, we had no cost
      of
      revenue for the three months ended March 31, 2007.





SELLING,
      GENERAL AND ADMINISTRATIVE EXPENSES





In
      the
      first quarter of 2008, selling, general and administrative costs were $219,363
      which is a decrease from $294,841 in the comparable period in 2007. This change
      is primarily a reflection of the alteration in emphasis from VoIP to new
      radiation detection products and services during the first quarter of 2008.
      The
      decreases were the result of less consulting expenses associated with our change
      in emphasis.





RESEARCH
      AND DEVELOPMENT





Research
      and development increased to $56,925 in the three month ended March 31, 2008
      from $20,575 for the comparable period in 2007. The increases were the result
      of
      consulting expenses related to product development associated with the Company’s
      radiation detection device and software.





INTEREST
      INCOME





Interest
      earned in the three months ended March 31, 2008 were $10,697 compared to $21,817
      in the prior year. This was primarily due to a lower average balance invested
      in
      2008,, but was partially offset by the interest of $1,590 on the Company's
      Notes
      Receivable and Loans to Vidiation, Inc.





NET
      LOSS





We
      recognized a net loss of $258,901, during the three months ended March 31,
      2008
      compared to net loss of $289,849 during the same period in the prior year for
      an
      overall decrease in net loss of $30,948. The decrease in the net loss was
      primarily the result of a decrease in selling, general and administrative
      expenses incurred in 2008 compared to the same period of the prior year. This
      was due to an emphasis being placed on development of new radiation detection
      products and services. We believe the steps being taken in development of our
      new radiation detection products and services offerings will allow us to
      increase revenues.





**Financial
      Condition, Liquidity and Capital Resources**




As
      of
      March 31, 2008, we had approximately $764,200 in cash and liabilities of
      approximately $91,200. Our net cash used in operating activities for the three
      months ended March 31, 2008 was $215,801; hence, we require additional funding
      in order to be adequately funded for the next twelve months. Further, with
      the
      registration of shares of our Common Stock with the Securities and Exchange
      Commission and subsequent commencement of trading on the OTC Bulletin Board
      under the symbol “SLNH” which trading commenced on October 5, 2006, we feel we
      will have increased access to both private and public capital
      markets.





Net
      cash
      used by operating activities for the three months ended March 31, 2008 was
      $215,801 which was primarily the result of the net loss of $258,901. Net cash
      used in investing activities for the three months ended March 31, 2008 was
      $0
      compared to $1,060 for the three months ended March 31, 2007. This change was
      due to eliminating the purchase of property and equipment. For the three months
      ended March 31, 2008, net cash used in financing activities was $125,000
      compared to $12,500 which was provided by financing activities for the three
      months ended March 31, 2007. The change in 2008 was due to the loans to
      Vidiation, Inc. of $125,000 during the first quarter of 2008 versus a return
      of
      an overpayment of equity in 2007. We will require additional capital to finance
      our future operations.  We can provide no assurance that we will
      obtain additional financing sufficient to meet our future needs on commercially
      reasonable terms or otherwise.  If we are unable to obtain the
      necessary financing, our business, operating results and financial condition
      will be materially and adversely affected.


13


Capital
      Commitments





The
      Company currently has no material commitments for capital
      expenditures.




Trends





The
      radiation detection industry, which the Company has recently entered, is subject
      to federal, state, and international governmental regulation. Unknown matters,
      new laws and regulations, or stricter interpretations of existing laws or
      regulations may materially affect our proposed entry into this business or
      operations in the future and/or could increase the cost of compliance. Our
      products will have to comply with various domestic and international standards
      that are used by regulatory and accreditation bodies for approving such services
      and products. The failure of the Company to obtain accreditation for its
      products and services may adversely affect us and the market perception of
      the
      effectiveness of our proposed products. In the future, changes in these
      standards and accreditation requirements may also result in the Company having
      to incur substantial costs to adapt its offerings and procedures. Additionally,
      changes affecting radiation detection practices, including new understandings
      of
      the hazards of radiation exposure and amended regulations, may impact how the
      Company’s services are used by its customers and may, in some circumstances,
      cause the Company to alter its products and delivery of its
      services.





The
      VoIP
      industry in which we operate is in a state of dynamic and rapid change. VoIP
      services are gaining acceptance in the marketplace and we intend to take
      advantage of that trend by attempting to sell into a more willing marketplace,
      despite the increased competition.





We
      have
      noted that several VoIP service retailers in the United States are currently
      offering services to end users for no charge, as a promotional program to
      attract users to their systems. We acknowledge that this may attract users,
      but
      do not believe there is any assurance users acquired in this manner can be
      converted into sources of revenue, even if they are part of a subscriber base
      to
      which advertising can be delivered on behalf of third parties. The role of
      United States retail services in that environment is unknown.





Seasonal
      Fluctuations





There
      have been no fluctuations in our business to date which can be attributed to
      seasonality.





Employment
      Agreements





Currently,
      we have no written employment agreements with any of our employees or
      officers.





**Risk
      Factors**





*We
      have a limited operating history and a history of substantial operating losses
      and we may not be able to continue our business.*





We
      have a
      history of substantial operating losses and an accumulated deficit of $2,212,553
      as of March 31, 2008. For the three months ended March 31, 2008, our net loss
      was $258,901 **.** We have
      historically experienced cash flow difficulties primarily because our expenses
      have exceeded our revenues. We expect to incur additional operating losses
      for
      the immediate near future. If we are unable to generate sufficient revenue
      from
      our operations to pay expenses or we are unable to obtain additional financing
      on commercially reasonable terms, our business, financial condition and results
      of operations will be materially and adversely affected.


14


*We
      will need additional financing in order to continue our operations which we
      may
      not be able to raise.*





We
      will
      require additional capital to finance our future operations.  We can
      provide no assurance that we will obtain additional financing sufficient to
      meet
      our future needs on commercially reasonable terms or otherwise.  If we
      are unable to obtain the necessary financing, our business, operating results
      and financial condition will be materially and adversely affected.





*Our
      performance depends on market acceptance of our products and we cannot be sure
      that our products are commercially viable.*





We
      expect
      to derive a substantial portion of our future revenues from the sales of
      radiation detection equipment and services that is only now entering the initial
      marketing phase. Although we believe our products and technologies will be
      commercially viable, these are new products.  If markets for our
      products fail to develop further, develop more slowly than expected or are
      subject to substantial competition, our business, financial condition and
      results of operations will be materially and adversely affected.





*Rapidly
      changing technology and substantial competition may adversely affect our
      business.*





Our
      business is subject to rapid changes in technology.  We can provide no
      assurances that research and development by competitors will not render our
      technology obsolete or uncompetitive.  We compete with a number of
      companies that have technologies and products similar to those offered by us
      and
      have greater resources, including more extensive research and development,
      marketing and capital than we do.  If our technology is rendered
      obsolete or we are unable to compete effectively, our business, operating
      results and financial condition will be materially and adversely
      affected.





*Defects
      in our products may adversely affect our business.*





Complex
      technologies such as the technologies developed by us may contain defects when
      introduced and also when updates and new products are released. Our introduction
      of technology with defects or quality problems may result in adverse publicity,
      product returns, reduced orders, uncollectible or delayed accounts receivable,
      product redevelopment costs, loss of or delay in market acceptance of our
      products or claims by customers or others against us. Such problems or claims
      may have a material and adverse effect on our business, financial condition
      and
      results of operations.





*Our
      stock price can be extremely volatile.*





Our
      common stock is traded on the OTC Bulletin Board. There can be no assurance
      that
      an active public market will continue for the common stock, or that the market
      price for the common stock will not decline below its current price. Such price
      may be influenced by many factors, including, but not limited to, investor
      perception of us and our industry and general economic and market conditions.
      The trading price of the common stock could be subject to wide fluctuations
      in
      response to announcements of our business developments or our competitors,
      quarterly variations in operating results, and other events or factors. In
      addition, stock markets have experienced extreme price volatility in recent
      years. This volatility has had a substantial effect on the market prices of
      companies, at times for reasons unrelated to their operating performance. Such
      broad market fluctuations may adversely affect the price of our common
      stock.




15


*Trading
      on the OTC Bulletin Board may be sporadic because it is not a stock exchange,
      and stockholders may have difficulty reselling their shares*.





Our
      common stock is quoted on the OTC Bulletin Board. Trading in stock quoted on
      the
      OTC Bulletin Board is often thin and characterized by wide fluctuations in
      trading prices, due to many factors that may have little to do with our
      operations or business prospects. Moreover, the OTC Bulletin Board is not a
      stock exchange, and trading of securities on the OTC Bulletin Board is often
      more sporadic than the trading of securities listed on the NASDAQ
      SmallCap.





*Our
      common stock is subject to the “penny stock” rules of the SEC and the trading
      market in our securities is limited, which makes transactions in our stock
      cumbersome and may reduce the value of an investment in our
      stock.*





The
      Securities and Exchange Commission has adopted Rule 15g-9 which establishes
      the
      definition of a “penny stock,” for the purposes relevant to us, as any equity
      security that has a market price of less than $5.00 per share or with an
      exercise price of less than $5.00 per share, subject to certain exceptions.
      For
      any transaction involving a penny stock, unless exempt, the rules require that
      a
      broker or dealer approve a person's account for transactions in penny stocks
      and
      the broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be
      purchased.





In
      order
      to approve a person's account for transactions in penny stocks, the broker
      or
      dealer must obtain financial information and investment experience objectives
      of
      the person and make a reasonable determination that the transactions in penny
      stocks are suitable for that person and the person has sufficient knowledge
      and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.





The
      broker or dealer must also deliver, prior to any transaction in a penny stock,
      a
      disclosure schedule prescribed by the Commission relating to the penny stock
      market, which, in highlight form sets forth the basis on which the broker or
      dealer made the suitability determination and that the broker or dealer received
      a signed, written agreement from the investor prior to the
      transaction.





Generally,
      brokers may be less willing to execute transactions in securities subject to
      the
“penny stock” rules. This may make it more difficult for investors to dispose of
      our common stock and cause a decline in the market value of our
      stock.





Disclosure
      also has to be made about the risks of investing in penny stocks in both public
      offerings and in secondary trading and about the commissions payable to both
      the
      broker-dealer and the registered representative, current quotations for the
      securities and the rights and remedies available to an investor in cases of
      fraud in penny stock transactions. Finally, monthly statements have to be sent
      disclosing recent price information for the penny stock held in the account
      and
      information on the limited market in penny stocks.





*We
      do
      not expect to pay dividends on our common stock.*





We
      have
      not declared dividends on our common stock since our incorporation and we have
      no present intention of paying dividends on our common stock.





**MANY
      OF THESE RISKS AND UNCERTAINTIES ARE OUTSIDE OF OUR CONTROL AND ARE DIFFICULT
      FOR US TO FORECAST. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED
      OR
      IMPLIED IN THE FORWARD-LOOKING STATEMENTS.**





**Critical
      Accounting Policies**





The
      following is a discussion of the accounting policies that the Company believes
      are critical to its operations :




Use
      of
      Estimates





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities,
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Actual results could differ from those
      estimates.


16


Revenue
      recognition





We
      follow
      the guidance of the Securities and Exchange Commission’s (“SEC”) Staff
      Accounting Bulletin 104 for revenue recognition.  In general, we record
      revenue when persuasive evidence of an arrangement exists, services have been
      rendered or product delivery has occurred, the sales price to the customer
      is
      fixed or determinable, and collectability is reasonably assured.




We
      recognize income when products have been shipped or services have been
      performed. In cases where a customer prepays a subscription for services to
      be
      performed in a period which extends from one accounting period into a subsequent
      period, we only recognize the portion of income due for services performed
      in
      the current reporting period. In cases where there is an acceptance period
      during which a subscriber may cancel their agreement without penalty, we defer
      the revenue recognition until the end of that acceptance period.


Recent
      accounting pronouncements





In
      September 2006, the FASB issued SFAS No. 157, *Fair
      Value Measurements* ,
      which
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. This statement does not require any new fair value
      measurements, but provides guidance on how to measure fair value by providing
      a
      fair value hierarchy used to classify the source of the information. SFAS
      No. 157 is effective for
      fiscal years beginning after November 15, 2007, and all interim periods within
      those fiscal years. I n
      February 2008, the FASB released FASB Staff Position (FSP FAS 157-2
      - *Effective Date of FASB Statement No. 157* )
      which
      delays the effective date of SFAS No. 157 for all nonfinancial assets and
      nonfinancial liabilities, except those that are recognized or disclosed at
      fair
      value in the financial statements on a recurring basis (at least annually),
      to
      fiscal years beginning after November 15, 2008 and interim periods within those
      fiscal years. The
      implementation of SFAS No. 157 for financial assets and liabilities,
      effective January 1, 2008, did not have an impact our financial position
      and results of operations.




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159
      permits entities to choose to measure, on an item-by-item basis, specified
      financial instruments and certain other items at fair
      value.  Unrealized gains and losses on items for which the fair value
      option has been elected are required to be reported in earnings at each
      reporting date.  SFAS No. 159 is effective for fiscal years beginning
      after November 15, 2007, the provisions of which are required to be applied
      prospectively. We adopted this Statement as of January 1, 2008 and has elected
      not to apply the fair value option to any of its financial
      instruments.





In
      December 2007, FASB issued SFAS No. 141 (revised 2007), “Business
      Combinations,” which replaces SFAS No 141. The statement retains the purchase
      method of accounting for acquisitions, but requires a number of changes,
      including changes in the way assets and liabilities are recognized in the
      purchase accounting. It also changes the recognition of assets acquired and
      liabilities assumed arising from contingencies, requires the capitalization
      of
      in-process research and development at fair value, and requires the expensing
      of
      acquisition-related costs as incurred. SFAS No. 141R is effective
      for business combinations for which the acquisition date is on or after the
      beginning of the first annual reporting period beginning on or after December
      15, 2008.





In
      December 2007, the FASB issued SFAS No. 160.,  “Noncontrolling
      Interests in Consolidated Financial Statements - an Amendment of ARB No.
      51.”  SFAS 160 establishes accounting and reporting standards
      pertaining to ownership interests in subsidiaries held by parties other than
      the
      parent, the amount of net income attributable to the parent and to the
      noncontrolling interest, changes in a parent’s ownership interest, and the
      valuation of any retained noncontrolling equity investment when a subsidiary
      is
      deconsolidated.  This statement also establishes disclosure
      requirements that clearly identify and distinguish between the interests of
      the
      parent and the interests of the noncontrolling owners.  SFAS 160 is
      effective for fiscal years beginning on or after December 15,
      2008.  The adoption of SFAS 160 is not currently expected to have a
      material effect on our consolidated financial position, results of operations,
      or cash flows.


17


In
      March
      2008, the FASB issued SFAS No. 161, “ Disclosures
      about Derivative Instruments and Hedging Activities*.*” The new
      standard is intended to improve financial reporting about derivative instruments
      and hedging activities by requiring enhanced disclosures to enable investors
      to
      better understand their effects on an entity’s financial position, financial
      performance, and cash flows. It is effective for financial statements issued
      for
      fiscal years and interim periods beginning after November 15, 2008, with early
      application encouraged. We are currently evaluating the impact of adopting
      SFAS.
      No. 161 on its financial statements.





Management
      does not believe that any recently issued, but not yet effective, accounting
      standards if currently adopted would have a material effect on the accompanying
      financial statements.





**Off-Balance
      Sheet Arrangements**





We
      do not
      have any off balance sheet arrangements that are reasonably likely to have
      a
      current or future effect on our financial condition, revenues, results of
      operations, liquidity or capital expenditures.





**Item
      3.** **Quantitative
      and Qualitative Disclosures About Market Risk**





Not
      applicable. ****





**Item
      4T.** **Controls
      and Procedures**





We
      maintain disclosure controls and procedures that are designed to ensure (1)
      that
      information required to be disclosed by us in the reports we file or submit
      under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is
      recorded, processed, summarized, and reported within the time periods specified
      in the Securities and Exchange Commission’s (“SEC”) rules and forms, and (2)
      that this information is accumulated and communicated to our management,
      including our Chief Executive Officer and Chief Financial Officer, as
      appropriate, to allow timely decisions regarding required disclosure. In
      designing and evaluating the disclosure controls and procedures, management
      recognizes 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 necessarily was required to apply its judgment in
      evaluating the cost benefit relationship of possible controls and
      procedures.





Prior
      to
      the filing date of this report, under the supervision and review of our Chief
      Executive Officer and Chief Financial Officer, we conducted an evaluation of
      the
      effectiveness of the design and operation of our disclosure controls and
      procedures as of the end of the period covered by this report. Based on that
      evaluation, our Chief Executive Officer and Chief Financial Officer have
      concluded that our disclosure controls and procedures are effective in alerting
      them in a timely manner to material information regarding us that is required
      to
      be included in our periodic reports to the SEC.





In
      addition, there have been no significant changes in our internal controls or
      in
      other factors that could significantly affect those controls that occurred
      during the fiscal quarter covered by this report that have materially affected,
      or are reasonably likely to materially affect, our internal control over
      financial reporting. We can provide no assurance, however, that our system
      of
      disclosure controls and procedures will always achieve its stated goals under
      all future conditions, no matter how remote.


18


**PART
      II - OTHER INFORMATION**





**Item
      1.** **Legal
      Proceedings**





We
      are
      not a party to any pending legal proceeding, nor is our property the subject
      of
      a pending legal proceeding, that is not in the ordinary course of business
      or
      otherwise material to the financial condition of our business. None of our
      directors, officers or affiliates is involved in a proceeding adverse to our
      business or has a material interest adverse to our business.





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





Not
      applicable.





**Item
      3.** **Defaults
      Upon Senior Securities**





Not
      applicable.





**Item
      4.** **Submission
      of Matters to a Vote of Security Holders**





Not
      applicable.





**Item
      5.** **Other
      Information**





Not
      applicable.





**Item
      6.** **Exhibits**





10.1
            Agreement
                and Plan of Merger dated as of February 7, 2008 among Splinternet
                Holdings, Inc., Splinternet Merger Sub I, Inc. and Vidiation, Inc.
                (filed
                as an exhibit to the Company’s Current Report on Form 8-K filed on
                February 12, 2008, and incorporated by reference
                herein)31.1
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange
                Act)31.2
            Certification
                of Principal Financial Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange
                Act)32.1
            Certification
                of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002 (18 U.S.C. 1350)32.2
            Certification
                of Principal Financial Officer pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002 (18 U.S.C.
                1350)


19


**SIGNATURES**




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








**SPLINTERNET
                HOLDINGS, INC.**(Registrant)Dated:
                May 13, 2008
            By:
            /s/
                James C. AckerlyJames
                C. Ackerly, Chief Executive Officerand
                President (Principal Executive Officer)Dated:
                May 13, 2008
            By:
            /s/
                John T. GrippoJohn
                T. Grippo, Chief Financial Officer(Principal
                Financial Officer)


20