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 ~~September~~March 3031, ~~2009~~2010

o¨ 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, 2nd floor, 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.

DEFENTECT GROUP, 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, 2nd floor, 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 o¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o ¨ No o¨

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 o ¨ Accelerated filer o ¨ Non-accelerated filer ¨ Smaller reporting company x

Non-accelerated filer o 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 o ¨ No x

As of ~~November~~ 13May 17, ~~2009~~2010, there were 6678,~~671~~705,~~216~~040 outstanding shares of Common Stock, $.001 par value.

~~SPLINTERNET~~DEFENTECT ~~HOLDINGS~~GROUP, INC. AND SUBSIDIARIES

Formally Known as Splinternet Holdings, Inc.

TABLE OF CONTENTS

		Page	~~Page~~
PART I - FINANCIAL INFORMATION
Item 1.	~~Item~~Financial 1Statements.	~~Financial Statements.~~3	3
Item 2.	~~Item~~Management’s 2Discussion and Analysis of Financial Condition and Results of Operations.	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~12	15
Item 3.	~~Item~~Quantitative 3and Qualitative Disclosures About Market Risk.	~~Quantitative and Qualitative Disclosures About Market Risk.~~22	26
Item 4T.	~~Item~~Controls 4Tand Procedures.	~~Controls and Procedures.~~22	26
PART II - OTHER INFORMATION
Item 1.	~~Item~~Legal 1Proceedings.	~~Legal Proceedings.~~24	27
Item 2.	~~Item~~Unregistered 2Sales of Equity Securities and Use of Proceeds.	~~Unregistered Sales of Equity Securities and Use of Proceeds.~~24	27
Item 3.	~~Item~~Default 3upon Senior Securities.	~~Default upon Senior Securities.~~24	28
Item 4.	~~Item~~Submission 4of Matters to a Vote of Security Holders.	~~Submission of Matters to a Vote of Security Holders.~~24	28
Item 5.	~~Item~~Other 5Information.	~~Other Information.~~24	28
Item 6.	~~Item 6~~Exhibits.	~~Exhibits.~~25	28
SIGNATURES		26	29

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.
	Condensed Consolidated Balance Sheets at September 30, 2009 (Unaudited) and December 31, 2008	4
	Condensed Consolidated Statements of Operations (Unaudited) for the three months and nine months ended September 30, 2009 and 2008	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2009 and 2008	6
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	7

Item 1.

Financial Statements.

~~EXPLANATORY NOTE: The~~Condensed ~~financial~~Consolidated ~~statements~~Balance ~~included~~Sheets inat ~~this~~March ~~Report~~31, ~~have~~2010 ~~not~~(Unaudited) ~~been reviewed~~and byDecember an31, independent public accountant as required by Regulation S-X. We undertake the responsibility to file an amended Form 10-Q for this period when the review is completed. Our failure to obtain the review of our interim unaudited financial statements required by Regulation S-X may result in changes to the financial statements when reviewed by an independent public accountant.2009

Condensed Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2010 and 2009

Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2010 and 2009

Notes to the Condensed Consolidated Financial Statements (Unaudited)

~~SPLINTERNET HOLDINGS~~Defentect Group, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS~~Subsidiaries

	September 30,			December 31,
	2009			2008
	(unaudited)
ASSETS
Cash and cash equivalents	$	52,903		$	6,407
Accounts receivable		26,158			8,750
Prepaid expenses		108,838			12,452
Note receivable		77,961			77,958
Due From Employees		22,913			-
Total current assets		288,773			105,567
Property and equipment, net		29,634			34,804
Goodwill		2,831,790			2,831,790
Security deposits		14,394			14,394
Total assets	$	3,164,591		$	2,986,555
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable	$	159,894		$	122,621
Accrued expenses		69,177			334,143
Loans from officers		706,186			226,571
Total current liabilities		935,257			683,335
Total liabilities		935,257			683,335
Commitments
Stockholders’ equity:
Capital stock:
Preferred stock, 10,000,000 shares authorized and none outstanding
Common stock, $0.001 par value; 90,000,000 shares authorized; 66,671,216 and 61,940,679 shares issued and outstanding		66,674			61,941
Additional paid-in capital		6,777,208			5,980,762
Accumulated deficit		(4,614,548	)		(3,739,483	)
Total stockholders’ equity		2,229,334			2,303,220
Total liabilities and stockholders’ equity	$	3,164,591		$	2,986,555

Formerly Known as Splinternet Holdings, Inc. and Subsidiaries

~~See notes~~CONDENSED toCONSOLIDATED ~~condensed~~BALANCE ~~consolidated financial statements.~~SHEETS

	March 31,			December 31,
	2010			2009
	(unaudited)
ASSETS
Assets:
Current assets
Cash and cash equivalents	$	8,081		$	24,334
Accounts receivable		28,084			104,290
Prepaid expenses		82,723			86,021
Inventory		14,613			20,152
Note receivable		77,955			77,947
Other Current Assets		22,995			22,995
Due from employees		21,337			21,337
Total current assets		255,788			357,076

Property and equipment, net		26,186			27,911
Deposit		14,394			14,394
Total Assets	$	296,368		$	399,381

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Liabilities:
Current liabilities
Accounts payable	$	193,531		$	183,566
Accrued expenses		88,427			98,778
Deferred Revenue		80,000			80,000
Loans from officers		939,405			874,067
Total current liabilities		1,301,363			1,236,411

Deferred rent		10,000			10,000
Total liabilities		1,311,363			1,246,411

Commitments
Stockholders’ Deficiency:
Preferred Stock, 10,000,000 shares authorized and none outstanding
Common stock, $.001 par value, 250,000,000 shares authorized; 69,980,040 and 68,360,040 issued and outstanding		69,983			68,363
Additional paid-in capital		7,270,253			7,004,366
Accumulated deficit		(8,354,731	)		(7,919,759	)
Total Stockholders’ Deficiency		(1,014,495	)		(847,030	)
Total Liabilities and Stockholders’ Deficiency	$	296,868		$	399,381

See notes to consolidated financial statements

~~SPLINTERNET HOLDINGS~~DEFENTECT GROUP, INC. AND SUBSIDIARIES ~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)~~

	Three Months Ended September 30,						Nine Months ended September 30,
	2009			2008			2009			2008
Service revenue	$	294,285		$	244,167		$	681,684		$	645,125
Cost of revenue		331,995			239,172			656,796			619,917
Gross profit		(37,710	)		4,995			24,888			25,208
Selling, general and administrative expenses		187,443			462,195			747,834			1,158,875
Research and development costs		33,233			63,688			124,336			178,847
Loss from operations		(258,386	)		(520,888	)		(847,282	)		(1,312,514
Interest income		1,350			3,449			4,053			21,847
Interest expense		16,269			417			31,836			417
Net loss	$	(273,305	)	$	(517,856	)	$	(875,065	)	$	(1,291,084
Net loss per share:
Basic and Diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02
Weighted average common stock outstanding:
Basic and Diluted		65,689,073			61,503,179			63,820,820			59,380,946

Formerly Known as Splinternet Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended
	March 31,
	2010			2009

Service revenue	$	116,795		$	78,283

Cost of revenue		111,201			76,687
Gross profit		5,594			1,596

Selling, general and administrative expenses		398,806			255,657

Research and development costs		23,546			57,932
Loss from operations		(416,758	)		(311,993	)

Interest income		1,358			1,344
Interest expense		(19,572	)		(6,145	)
Net loss	$	(434,972	)	$	(316,794	)

Net loss per share:

Basic and Diluted	$	(0.01	)	$	(0.01	)

Weighted average common shares outstanding:

Basic and Diluted		68,548,929			56,715,000

See notes to condensed consolidated financial statements.

~~SPLINTERNET HOLDINGS~~Defentect Group, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)~~Subsidiaries

	Nine Months Ended September 30,
	2009			2008
Cash flow from operating activities:
Net loss	$	(875,065	)	$	(1,291,084	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		5,171			4,812
Non-cash stock option expense		-			86,217
Non-cash stock compensation expense		711,179
Change in assets and liabilities, net of acquisition
Increase/(decrease) in accounts receivable		(17,408	)		3,413
Increase/(decrease) in prepaid expenses		(96,388	)		40,305
Increase in advances to employee		(22,913	)
Increase in notes receivable		(3	)		(30	)
Increase in deferred revenue		-			40,000
Increase/(decrease) in accounts payable and accrued expenses		(227,694	)		112,438
Net cash used in operating activities		(523,121	)		(1,003,928	)
Cash flows from financing activities:
Pre acquisition loans to Vidiation, Inc.		-			(165,000	)
Loans from officer		479,615			75,417
Proceeds from sale of common stock		90,000			-
Net cash provided by (used in) financing activities		569,615			(89,583	)
Net increase in cash and cash equivalents		46,496			(1,093,511	)
Cash and cash equivalents, beginning of period		6,407			1,105,057
Cash and cash equivalents, end of period	$	52,903		$	11,546
Supplemental disclosure of cash flow information
Non-cash investing and financing activity
Issuance of stock for the purchase of Vidiation, Inc.	$	-		$	2,609,557
Issuance of common stock for services	$	255,947		$	-

Formerly Known as Splinternet Holdings, Inc. and Subsidiaries

~~See notes~~CONDENSED toCONDENSED ~~condensed~~CONSOLIDATED ~~consolidated~~STATEMENT ~~financial~~OF ~~statements.~~CASH FLOWS

(UNADUITED)

	Three Months Ended March 31,
	2010			2009
Cash flows from operating activities:
Net loss	$	(434,972	)	$	(316,794	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		1,725			1,723
Issuance of stock, warrants and options to employees and consultants		242,007			109,274
Non-cash interest expense		16,838
Changes in assets and liabilities:
Decrease (increase) in accounts receivable		76,206			(25,904	)
Decrease in prepaid expenses		30,342			160
Decrease in inventory		5,539			-
Increase in deferred revenue		-			21,000
Increase in accounts payable		9,965			9,916
Decrease in accrued expenses		(10,351	)		(5,169	)
Net cash used in operating activities		(62,701	)		(205,794	)

Cash flows from financing activities:
Loans from officer		48,500			205,645
Net proceeds from the sale of common stock and warrants		25,000
Net cash provided by financing activities		73,500			205,645

Net decrease in cash and cash equivalents		(16,253	)		(149	)

Cash and cash equivalents at beginning of period		24,334			6,407

Cash and cash equivalents at end of period	$	8,081		$	6,258

Non-cash financing and investing activities:
Issuance of stock for settlement of accrued compensation	$	-		$	255,947

See notes to consolidated financial statements

~~SPLINTERNET~~DEFENTECT ~~HOLDINGS~~GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Splinternet~~Defentect ~~Holdings~~Group, Inc., aformerly ~~Company~~known ~~incorporated~~as inSplinternet ~~the State of Delaware on March 22~~Holdings, ~~2006,~~ ~~conducted a share for share exchange of securities with Splinternet Communications,~~ Inc. (the “~~Splinternet~~Company”) onis ~~April 3, 2006, whereby 214,002 shares of~~ the parent ~~common~~company ~~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”)~~, asoriginally a ~~result~~provider of ~~which~~Internet ~~Splinternet~~Telephony ~~Communications~~services, ~~Inc.~~which ~~became~~entered athe ~~wholly~~radiation ~~owned~~detection ~~subsidiary~~market ofin ~~Splinternet Holdings~~2007, ~~Inc.~~and ~~(“ the Company”). Splinternet Holdings~~Vidiation, Inc., ~~does~~a ~~not conduct~~security ~~any~~sales ~~business~~and ormarketing ~~own~~company ~~any~~which ~~assets other than all of the issued and~~was ~~outstanding~~acquired ~~shares~~on ofApril ~~Splinternet Communications~~30, ~~Inc~~2008. ~~and Vidiation, Inc.~~

~~Splinternet~~The ~~Communications,~~Company ~~Inc.~~develops ~~was~~and ~~incorporated~~markets intechnologies for the ~~State~~security ofand ~~Connecticut~~threat ~~in January~~management ~~2000~~industry. Our ~~Splinternet~~products ~~Communications,~~react ~~Inc.,~~to ~~which also operates under~~ the ~~name Defentect in connection with its radiation~~ detection ~~business, is a developer~~ of ~~Internet~~ ~~Protocol (IP) based management~~chemical, ~~monitoring and messaging system which~~ ~~interfaces~~biological, ~~with~~radiological ~~Defentect’s~~or ~~radiation~~nuclear ~~detection~~threats ~~devices,~~and ~~third-party~~notify ~~radiation detection~~responders ~~sensors~~ and ~~other~~key administrators ~~third-party threat-event sensors~~immediately. The ~~software~~Company’s ~~which is~~unique ~~managed~~response ~~over~~technology ~~the~~can ~~Web, utilizing existing network infrastructure, to provide~~be ~~administrative~~easily ~~and~~integrated ~~configuration~~with ~~services~~other ~~enabling~~manufacturers’ ~~our customers to add these type of devices to their existing security systems for unmanned detection~~sensors, ~~alerts~~ and ~~messaging~~serve ~~for~~many ~~a variety of threat-event detection. In addition, Splinternet~~different ~~continues to resell excess VoIP capacity primarily to traditional international carriers~~markets.

~~On April~~The ~~30,~~Company ~~2008,~~was ~~the~~incorporated ~~Company~~in ~~acquired~~the ~~Vidiation,~~State ~~Inc.~~of ~~(“Vidiation”)a~~Delaware ~~radiation detection~~on ~~company~~March 22, ~~for~~2006 aunder ~~purchase~~the name ~~price~~Splinternet ofHoldings, ~~approximately $2~~Inc.6 ~~million,~~On ~~excluding transaction~~April ~~costs~~3, of2006, ~~approximately~~the ~~$0.01 million.~~Company ~~The~~conducted ~~acquisition~~a ~~was~~share ~~accounted~~ for asshare aexchange ~~purchase~~of ~~business~~securities ~~combination.~~with ~~The~~Splinternet ~~purchase~~Communications, ~~price~~Inc. ~~was~~whereby ~~allocated~~214,002 toshares of the ~~net~~common ~~assets~~stock, ~~and~~par ~~liabilities~~value ~~acquired~~$0.001 ~~based~~per onshare ~~their~~of ~~estimated~~Splinternet ~~fair~~Communications, ~~values~~Inc. aswere ofexchanged ~~the~~for ~~acquisition~~53,500,500 ~~date.~~shares ~~The excess~~ of the ~~purchase~~common ~~price over~~stock, ~~the~~par ~~estimated~~value ~~fair~~$0.001 ~~value~~per ofshare (the ~~net~~“Common ~~assets~~Stock”) ~~acquired~~of ~~was~~the ~~allocated~~Company to(the ~~goodwill.~~“Share ~~All~~Exchange”), ~~significant~~as ~~inter-company~~a ~~accounts~~result ~~and~~of ~~transactions~~which ~~have~~Splinternet ~~been~~Communications, ~~eliminated~~Inc. inbecame a ~~the~~wholly ~~condensed~~owned ~~consolidated~~subsidiary ~~financial~~of ~~statements~~the Company.

On April 30, 2008, the Company consummated the transaction contemplated by an Agreement and Plan of Merger (the “Vidiation Merger Agreement”) dated February 7, 2008 among the Company, Vidiation, Inc., isa Delaware corporation and Splinternet Merger Sub I, Inc. (a ~~radiation~~wholly ~~detection~~owned ~~sales~~subsidiary ~~and~~of ~~marketing~~the ~~company~~Company ~~incorporated~~formed infor the ~~State~~purpose of ~~Delaware~~such ontransaction) ~~December~~(the ~~10,~~“Merger ~~2007,~~Sub”) ~~which~~pursuant ~~acquired~~to ~~certain~~which ~~assets~~the ~~from~~Merger Sub merged into Vidiation, ~~LLC~~Inc. resulting in Vidiation, ~~LLC~~Inc. ~~was~~becoming a ~~radiation~~wholly-owned subsidiary ~~detection~~of ~~technology development~~the ~~company~~Company. Upon ~~which~~closing, ~~had~~the ~~extensive~~Company ~~sales~~issued ~~and~~an aggregate ~~marketing~~of ~~experience~~4,788,179 inshares of common stock to the shareholders of Vidiation, ~~surveillance~~Inc. ~~and~~in ~~security~~exchange ~~market~~for ~~space~~the ~~and~~cancellation ~~was~~of ~~actively~~the ~~engaged~~then inoutstanding ~~that~~shares of common ~~space~~stock of Vidiation, Inc.

2Splinternet Communications, Inc. ~~BASIS~~ was incorporated in the State of Connecticut on January 12, OF2000. ~~PREPARATION~~Since inception, we have been a developer of products, services, and marketing strategies centered around opportunities in Internet communications. From 2000 through 2007 our approach was to develop products and services that would capitalize on the shift in telecommunications technologies from traditional telephony to Internet telephony. During this period the Company experienced disappointing revenue growth in this market. Because of this, during 2007 we shifted our focus into the development of a new radiation detection device which launched us into the radiation detection market. In 2008 our research and development was focused on developing an Internet Protocol (IP) based management, monitoring and messaging system which interfaced with our radiation detection devices and other third-party sensors. In 2009 we successfully completed several pilot programs which utilized our management, monitoring and messaging system and sensors.

~~Pursuant~~Vidiation, toInc. ~~the~~was ~~rules~~a radiation ~~and~~detection ~~regulations~~sales ~~of the Securities~~ and ~~Exchange~~marketing ~~Commission~~company ~~for~~incorporated ~~Form~~in ~~10-Q,~~ the ~~financial~~State ~~statements,~~of ~~footnote~~Delaware ~~disclosures~~on ~~and~~December ~~other~~10, ~~information normally~~2007, ~~included~~which inacquired ~~financial~~certain ~~statements~~assets ~~prepared in accordance with generally~~from ~~accepted~~Vidiation ~~accounting principles have been condensed~~LLC. ~~The~~ Vidiation ~~financial statements~~LLC ~~contained~~was ina ~~this~~radiation ~~report~~detection ~~are unaudited and have not been reviewed by~~technology andevelopment ~~independent~~company ~~public~~which ~~accountant~~had asextensive ~~required~~sales byand ~~Regulation~~marketing ~~S-X~~experience ~~but,~~ in the ~~opinion~~surveillance ~~of the Company, reflect all adjustments, consisting of only normal recurring adjustments necessary as of September 30, 2009~~ and ~~the~~security ~~results~~market ~~of operations~~space and ~~cash~~was ~~flows~~actively ~~for~~engaged ~~the~~in ~~interim periods ended September 30, 2009 and~~that ~~2008 to fairly present the financial position presented herein~~space. The ~~results~~progress ~~of operations~~Vidiation, ~~for any interim period are not necessarily indicative of results for the full year~~Inc. ~~The~~had ~~balance sheet at December 31, 2008 has~~ been ~~derived~~making ~~from~~in ~~the audited financial statements at~~ that ~~date~~business ~~but does not include all of the~~was ~~information~~desired ~~and footnotes required~~ by ~~accounting~~the ~~principles~~Company ~~generally~~and ~~accepted in~~precipitated the ~~United States of America for complete financial statements~~above-referenced transaction.

The Company does not conduct any business or own any assets other than all of the issued and outstanding shares of Splinternet Communications, Inc. and Vidiation, Inc.

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 as of March 31, 2010 and the results of operations and cash flows for the interim periods ended March 31, 2010 and 2009 to fairly present the financial position 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, 2009 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 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, and 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. ~~Warrants~~Options and warrants to purchase 13,~~032~~905,~~500~~ 000 shares of the Company's common stock, as of ~~September~~March 3031, ~~2009~~2010, were not included in ~~the~~ the calculation, due to the fact that these options and warrants were anti-dilutive for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2009~~2010. ~~603,393~~Options ~~options issued in 2008 were excluded as they were not vested. Vested options~~ to purchase ~~301~~1,~~667~~217,500 shares of the Company's common stock, as of ~~September~~March 3031, 2009, were not included in the calculation, due to the fact that these options and warrants were anti-dilutive for the three ~~and nine~~ months ended ~~September~~March 3031, 2009.

Fair Value of Financial Instruments

All current assets are carried at their cost and current liabilities are recorded at their contract amount, which approximates fair value because of their short term nature. The carrying value of short-term financing arrangements and notes receivable approximates fair value because interest rates over the relative term of these instruments approximate current market interest rates.

LIQUIDITY

As of ~~September~~March 3031, ~~2009~~2010, the Company had approximately $538,000 in cash and liabilities of approximately $~~935~~1,301,000. The Company’s net cash used in operating ~~activities~~ activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010 was approximately $~~523~~63,~~121~~000; hence, the Company will require additional funding in order to be adequately funded for the foreseeable future.

The Company has a history of substantial operating losses and an accumulated deficit of $48,~~614~~354,~~548~~731 as of ~~September~~March 3031, ~~2009~~2010. For the ~~nine~~three months ended ~~September~~March 3031, ~~2009,~~ 2010, our net loss was $~~875~~434,~~065~~972. The Company has historically experienced cash flow difficulties primarily because expenses have exceeded revenues. The Company expects to incur additional operating losses for the immediate near future. These factors, among others, raise significant doubt about the Company’s ability to continue as a going concern. IfFor the three months ended March 31, 2010 James C. Ackerly, the President, and secretary, treasurer and director to the Company made loans of $48,500, $23,500 of which was repaid to Mr. Ackerly in April 2010. Additionally, the Company sold 500,000 shares of its common stock and 250,000 warrants to an accredited investor for total proceeds of $25,000 in a private placement offering. If the Company is unable to generate sufficient revenue from operations to pay expenses or is unable to obtain additional financing on commercially reasonable terms, our business, financial condition and results of operations will be materially and ~~adversely~~ adversely affected.

Recent Accounting Pronouncements

The FASB issued ASC 105, Generally Accepted Accounting Principles, which established the FASB Accounting Standards Codification as the sole source of authoritative nongovernmental U.S. generally accepted accounting principles (“GAAP”) in June 2009. The Statement does not change existing GAAP. Pursuant to the provisions of FASB ASC 105, the Company has updated references to GAAP in its financial statements for the period ended September 30, 2009.

The FASB issued ASC 855, Subsequent Events (formerly referred to as SFAS No. 165) in May 2009. The pronouncement establishes recognition and disclosure standards for events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. This guidance is effective on a prospective basis for interim periods ending after June 15, 2009. The Company adopted the guidance as of June 30, 2009 and it had no impact on the Company’s financial position or results of operations.

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“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. In 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 consolidated financial position and results of operations.

InRecent ~~February~~Accounting 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 in fiscal year 2008 and the adoption of this Statement did not have a material effect on the Company’s consolidated financial position, results of operations, or cash flows.Pronouncements

~~In December 2007, the FASB issued SFAS No~~None. 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. The Company will adopt this Statement in fiscal year 2009 and its effects on future periods will depend on the nature and significance of any acquisitions subject to this Statement.

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 April 2009, the Financial Accounting Standards Board, or FASB, issued FASB Staff Position, or FSP, No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, to amend the other-than-temporary impairment guidance in debt securities to be based on intent to sell instead of ability to hold the security and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This pronouncement is effective for periods ending after June 15, 2009. We do not expect the adoption of SFAS 115-2 to have a material impact on our consolidated financial position and results of operations.

In April 2009, the FASB issued FSP No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, or FSP 157-4. FSP 157-4 provides additional authoritative guidance to assist both issuers and users of financial statements in determining whether a market is active or inactive, and whether a transaction is distressed. The FSP will be effective for us for the quarter ending June 30, 2009. We do not expect the adoption of FSP 157-4 to have a material impact on our consolidated financial position and results of operations.

In April 2009, the FASB issued FSP FAS No. 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments, or FSP 107-1 and APB 28-1. FSP 107-1 and APB 28-1 require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. FSP 107-1 and APB 28-1 will be effective for us for the quarter ending June 30, 2009. We do not expect the changes associated with adoption of this FSP to have a material impact our consolidated financial position and results of operations.

In April 2009, the Financial Accounting Standards Board (“FASB”) issued FSP SFAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, to amend the provisions related to the initial recognition and measurement, subsequent measurement and disclosure of assets and liabilities arising from contingencies in a business combination under SFAS 141(R). Under the new guidance, assets acquired and liabilities assumed in a business combination that arise from contingencies should be recognized at fair value on the acquisition date if fair value can be determined during the measurement period. If fair value cannot be determined, companies should typically account for the acquired contingencies using existing guidance. We do not believe adoption of SFAS 141(R) will have a material impact to the consolidated financial statements.

In May 2009, the FASB issued Statement No. 165, “Subsequent Events” (“SFAS 165”). SFAS 165 requires that an entity shall recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. The standard also requires entities to disclose the date through which subsequent events have been evaluated, as well as whether that date is the date the financial statements were issued or the date the financial statements were available to be issued. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009, and is to be applied prospectively. Accordingly, the Company adopted the provisions of SFAS in the second quarter of 2009. The adoption of the provisions of SFAS 165 did not have a material effect on the Company’s consolidated financial condition, results of operations, or cash flows.

In June 2009, the FASB issued Statement No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162” (“SFAS 168”). SFAS 168, or the FASB Accounting Standards Codification (“Codification”), will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. On the effective date of SFAS 168, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company does not expect the standard to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

The FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140,” (FASB ASC 860, Transfers and Servicing) in June 2009. The Statement improves the relevance, comparability and transparency of information presented in a reporting entity’s financial statements about a transfer of financial assets, the effects of a transfer on its financial position, financial performance and cash flows, and the transferor’s continuing involvement, if any, with the transferred financial assets. The Statement is effective for interim and annual reporting periods beginning after November 15, 2009. The adoption of this guidance to SFAS 140 is not expected to have a material effect on the Company’s consolidated financial condition, results of operations, or cash flows.

The FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R) (FASB ASC 810, Consolidations) in June 2009. The Statement requires the use of a qualitative approach to identify the entity that has a controlling financial interest in a variable interest entity. The Statement is effective for interim and annual reporting periods beginning after November 15, 2009. The adoption of the provisions of SFAS 167 is not expected to have a material effect on the Company’s consolidated financial condition, results of operations, or cash flows.

The FASB issued Accounting Standards Update (“ASU”) 2009-05, Measuring Liabilities at Fair Value (“ASU 2009-05”) in August 2009. ASU 2009-05 reiterates the definition of fair value for a liability as the price that would be paid to transfer it in an orderly transaction between market participants at the measurement date and requires a company to consider its own nonperformance risk, including its own credit risk, in fair-value measurements of liabilities. The update is effective for interim and annual reporting periods that begin after August 27, 2009 and applies to all fair value measurements of liabilities required by FASB ASC 820 Fair Value Measurements and Disclosure. No new fair value measurements are required by the new guidance. The adoption of ASU 2009-05 as of October 1, 2009 is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

3. MAJOR CUSTOMER

During the three ~~and nine~~ months ended ~~September~~ 30March 31, ~~2009~~2010 and ~~2008~~2009, one customer (BuenaVox LLC) ~~accounted~~ accounted for 97 99% and 77% of all revenues, respectively. This customer accounted for ~~both~~100% ~~these~~of the Company’s accounts receivable for the respective periods.

4. TAXES

Effective January 1, 2007, the Company adopted the ~~provisions~~accounting ofstandard ~~FASB~~on ~~Interpretation~~accounting ~~No. 48 (“FIN 48”), “Accounting~~ for ~~Uncertainty~~uncertainty in ~~Income~~income ~~Taxes — An Interpretation of FASB Statement No~~taxes. ~~109.”~~This ~~FIN~~standard 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~~adoption, the Company had no unrecognized tax benefits. During the ~~nine~~ three months ended ~~September 30~~March 31, ~~2009~~2010 and ~~2008~~2009, 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 ~~September~~ 30March 31, ~~2009~~2010.

~~The~~As ~~tax~~of ~~years~~March ~~2003~~31, ~~through~~2010 ~~2007~~the ~~remain~~Company ~~open~~has tonet ~~examination~~operating byloss ~~the~~carryforwards ~~major~~of ~~taxing~~approximately ~~jurisdictions~~$8,200,000 available into ~~which~~offset ~~the~~taxable ~~Company~~income ~~operates.~~through ~~The~~the ~~Company~~year ~~expects~~2029 noand ~~material~~may ~~changes~~be limited to ~~unrecognized~~Internal ~~tax~~Revenue ~~positions~~Service ~~within~~(IRS) ~~the~~change ~~next~~in ~~twelve~~control ~~months~~provisions.

~~As of~~The ~~September~~Company ~~30,~~recorded ~~2009~~a deferred income tax asset for the ~~Company~~tax ~~has~~effect of net operating loss carryforwards ~~of approximately~~and temporary differences, aggregating approximately $43,~~605~~280,000 ~~available~~ toas ~~offset~~of ~~taxable~~March 31, 2010. In recognition of the uncertainty regarding the ultimate amount of income ~~through~~tax benefits to be derived, the Company has recorded a ~~year~~valuation ~~2028~~allowance of $3,280,000 at March 31, 2010.

The Company recorded a deferred income tax asset for the tax effect of net operating loss carryforwards and temporary differences, aggregating approximately $1,840,000 as of September 30, 2009. In recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has recorded a valuation allowance of $1,840,000 at September 30, 2009.

5. STOCKHOLDERS EQUITY

During the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010 the Company issued ~~4,010,537~~an ~~shares~~aggregate of 500,000 shares of common stock to ~~employees~~a ~~and~~consultant ~~consultants~~with ~~for services rendered and recorded~~ a ~~non-cash~~ ~~stock~~value ~~compensation expense~~ of ~~approximately~~ $~~711~~40,000. ~~Included~~for ~~in that~~future ~~amount~~services ~~were~~to ~~issuances~~be ofrendered. ~~375,000~~The ~~shares~~Company ofrecorded ~~stock~~a tonon-cash ~~its~~stock ~~chairman~~compensation expense of ~~the~~approximately ~~board and 1~~$13,000~~,000~~ ~~shares of stock to an outside consultant~~ for ~~providing~~the ~~marketing, financial~~period ~~oversight~~ended ~~and~~March ~~strategic planning services for twelve months beginning August 17~~31, ~~2009~~2010. The remaining ~~Company recorded~~ non-cash stock compensation expense ofwill ~~approximately~~be ~~$35,000~~recorded ~~and~~over ~~$15,000~~the ~~respectively.~~term ~~The~~of the ~~Company~~agreement. ~~also issued~~Pursuant to ~~Frank~~this ~~O’Connor~~consulting ~~for~~agreement ~~services~~the ~~rendered~~Company ~~250,000~~is ~~warrants~~required ~~which are~~to ~~exercisable~~issue ~~into~~an ~~shares~~additional of500,000 ~~common~~shares ~~stock~~on ator ~~$0.40~~before ~~per~~June ~~share~~1, ~~and expire in two years~~2010.

The Company also ~~sold~~has ~~720,000~~an ~~common~~agreement ~~shares~~with ~~and~~another ~~720~~consultant to issue 60,000 ~~warrants~~shares ~~and received~~per ~~proceeds~~quarter ofthrough ~~$90~~June 30,~~000. The~~ ~~warrants~~2014 ~~have~~unless athe ~~strike~~agreement ~~price~~is ofterminated ~~$0.10~~by ~~per~~either ~~share~~party. ~~and~~For ~~expire~~the inthree ~~June~~months ~~2011. Each~~ended ~~warrant~~March is31, ~~exchangeable~~2010 ~~for~~the ~~one~~Company recorded a non-cash ~~share~~stock ofcompensation ~~the~~expense ~~Company’s~~of ~~common~~approximately ~~stock~~$21,000.

11In addition the Company issued 125,000 shares of stock to its chairman of the board and recorded non-cash stock compensation expense of approximately $22,500. Furthermore the Company issued 315,000 shares of common stock to an employee as payment for accrued compensation as of December 31, 2009 in the amount of approximately $57,000.

6During the three months ended March 31, 2010, the Company sold 500,000 shares of its common stock at $0. ~~STOCK~~05 per share to an accredited investor for total proceeds of ~~PLAN~~$25,000 in a private placement offering. In connection therewith, the investor was also issued a total of 250,000 two-year warrants exercisable for one share of common stock at $0.10 per share.

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. The number of shares subject to the 2008 Stock Plan may not exceed 6,000,000 shares in total. Adoption of the 2008 Stock Plan is subject to the approval by the Company’s shareholders within twelve months of the adoption by the Board of Directors. The 2008 Stock Plan provides for the grant of (i) options that are intended to qualify as incentive stock options ("Incentive Stock Options") within the meaning of Section 422 or 424 of the Internal Revenue Code to key employees and (ii) options not so intended to qualify ("Nonqualified Stock Options") to officers, employees of or consultants to the Company or any non employee director. On April 22 and 30, 2008, the Board of Directors granted 1,265,000 nonqualified stock options to employees and consultants. The Stock Plan is administered by a committee of the Board of Directors (or if there is no committee, the Board of Directors itself). The committee shall determine the terms of the options granted, including the exercise price, the number of shares subject to the option and the terms and conditions of exercise. During the three months ended December 31, 2008, 360,000 stock options were forfeited when the individuals stopped working for the Company.9

~~The exercise price of Incentive Stock Options granted under the plan must be at least equal to the fair market value of the shares on the date of the grant~~6. ~~The~~ STOCK ~~maximum~~OPTION term for each Incentive Stock Option granted is five years. Options shall be exercisable at such times and in such installments as the committee shall provide in the terms of each individual option. The maximum number of shares for which options may be granted to any individual in any fiscal year is 2,000,000. The Stock Plan also provides for the granting of stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, qualified performance awards and stock awards. The Board of Directors has not granted any of these other types of awards.PLAN

~~Effective~~On April ~~January 1~~22, ~~2006~~2008, the Board of Directors of the Company adopted the ~~fair~~Company’s ~~value~~2008 ~~recognition provisions~~Stock ofIncentive ~~SFAS 123~~Plan (Rthe “2008 Stock Plan”). Under the 2008 Stock Plan, ~~using~~officers, other employees and directors of, and consultants to, the ~~modified~~Company ~~prospective~~or ~~transition~~its subsidiaries ~~method~~may be awarded stock options, stock appreciation rights and other stock awards. The number of shares subject to the 2008 Stock Plan may not exceed 6,000,000 shares in total. Adoption of the 2008 Stock Plan is subject to the approval by the Company’s shareholders within twelve months of the adoption by the Board of ~~SFAS 123~~Directors. The 2008 Stock Plan provides for the grant of (Ri) options ~~resulted~~that inare ~~share-based~~intended ~~compensation~~to ~~expense~~qualify ~~for~~as incentive stock options ("Incentive Stock Options") within the ~~three~~meaning of Section 422 or 424 of the Internal Revenue Code to key employees and ~~nine~~(ii) ~~months~~options ~~ended~~not ~~September~~so intended to qualify ("Nonqualified Stock Options") to officers, employees of or consultants to the Company or any non employee director. On April 22 and 30, ~~2009~~2008, the Board of ~~approximately~~Directors ~~$34~~granted 1,265,000 nonqualified stock options to employees and consultants. The Stock ~~$102~~Option Plan is administered by a committee of the Board of Directors (or if there is no committee,~~000~~ ~~respectively~~the Board of Directors itself). ~~For~~The committee shall determine the ~~three~~terms of the options granted, including the exercise price, the number of shares subject to the option and ~~nine~~the terms and conditions of exercise. During the three months ended ~~September~~December 3031, 2008, 360,000 stock options were forfeited when the ~~share-based~~individuals ~~compensation~~stopped ~~expense~~working ~~was~~for ~~approximately~~the Company. ~~$35~~During year ended December 2009,~~000~~ the Board granted 2,135,537 shares and ~~$86~~300,~~200~~000 options to employees and consultants to the Company.

The ~~Company~~exercise ~~recognizes~~price ~~stock-based~~of ~~compensation~~Incentive ~~costs~~Stock onOptions agranted ~~straight-line~~under ~~basis~~the ~~over~~plan must be at least equal to the ~~requisite~~fair ~~service~~market ~~period~~value of the ~~award,~~shares ~~which~~on isthe ~~generally~~date of the ~~option~~grant. ~~vesting~~The maximum term for each Incentive Stock Option granted is five years. Options shall be exercisable at such times and in such installments as the committee shall provide in the terms of each individual option. The ~~Company~~maximum ~~has~~number aof shares ~~100%~~for ~~valuation~~which ~~allowance~~options ~~recorded~~may ~~against~~be ~~its~~granted ~~deferred~~to any individual in any fiscal year is ~~tax~~2,000,000. ~~assets;~~The ~~therefore~~Stock Option Plan also provides for the granting of stock~~-based~~ appreciation ~~compensation~~rights, ~~has~~restricted nostock ~~tax~~awards, ~~effect~~restricted onstock ~~the~~unit awards, ~~Consolidated~~performance ~~Statements~~awards, qualified performance awards and stock awards. The Board of Directors ~~Operations~~has not granted any of these other types of awards.

~~As of~~During ~~September~~the ~~30,~~three ~~2009,~~months ~~there~~ended ~~was~~March ~~approximately $217~~31,~~000~~ of2010 ~~unrecognized compensation~~the ~~cost~~Company ~~related~~granted ~~to non-vested stock option awards~~1, ~~which is expected~~400,000 ~~to be recognized over a remaining weighted-average vesting period of 4~~options.~~63 years.~~

12For the three months ended March 31, 2010 and 2009 the share-based compensation expense was approximately $102,000 and $34,000, respectively.

The Company recognizes stock-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option vesting term.

As of March 31, 2010, there was approximately $148,000 of unrecognized compensation cost related to non-vested stock option awards, which is expected to be recognized over a remaining weighted-average vesting period of 3.58 years.

7. SEGMENT INFORMATION

~~The~~Effective ~~Company~~January ~~conducts~~1, ~~its~~2010 ~~operations~~management indetermined ~~two~~that ~~business~~it ~~segments;~~would cease the ~~Radiation~~separate ~~Sensor~~reporting ~~and~~of ~~Detection~~two ~~Division~~separate ~~(Defentect)~~businesses and focus the ~~VoIP~~entire ~~Division~~organization ~~(through~~on ~~Splinternet~~the development ~~Communications,~~and ~~Inc.). The~~sale ~~accounting~~of ~~policies~~software and services. All of the ~~reportable segments~~company's products are based on the same asbasic ~~those~~software ~~described~~system. In insupport ~~Note 2~~ of the Company’s ~~consolidated financial~~new ~~statements included in the Form 10-K for the year ended December 31~~focus, ~~2008.~~the ~~The~~ Company ~~evaluates~~changed ~~the performance of~~ its ~~operating~~name ~~segments~~to ~~primarily based~~Defentect onGroup, ~~revenues and operating income~~Inc. The ~~Corporate~~software ~~costs~~will ~~are generally allocated~~be tosold ~~the~~and ~~segments~~marketed ~~based~~through onits asubsidiary ~~three factor formula (revenues~~Vidiation, ~~payroll and certain assets)~~Inc.

Three Months ended September 30, 2009	Radiation			VoIP			Corporate		Total
Revenues	$	7,500		$	286,785		$	—	$	294,285
Operating income (loss)		(213,025	)		(45,361	)		—		(258,386	)
Total assets		2,845,533			48,549			269,659		3,163,741
Depreciation		636			1,088			—		1,724
Nine Months ended September 30, 2009
Revenues	$	7,500		$	674,184		$	—	$	681,684
Operating income (loss)		(862,344	)		15,063			—		(847,281	)
Total assets		2,845,533			48,549			269,659		3,163,741
Depreciation		1,909			3,263			—		5,172

8. LOANS FROM OFFICERS

Three Months ended September 30, 2008	Radiation			VoIP			Corporate			Total
Revenues	$	—		$	244,167		$	—		$	244,167
Operating income (loss)		(525,883	)		4,995			(220,187	)		(520,888	)
Total assets		2,847,754			55,592			179,222			3,082,568
Depreciation		1062			1,088			—			2,150
Nine Months ended September 30, 2008
Revenues	$	—		$	645,125		$	—		$	645,125
Operating income (loss)		(1,115,096	)		(197,418	)		—			(1,312,514	)
Total assets		2,847,754			55,592			179,222			3,,082,568
Depreciation		1,549			3,263			—			4,812

Mr. James C. Ackerly, the President and secretary, treasurer and director, made loans to the Company during the three months ended March 31, 2010 of $48,500. The loans are demand loans that are secured by all the assets of the Company and accrue interest at the rate of 8%. The Company accrued $16,839 in interest charges due to loans payable to Mr. Ackerly.

~~8. LOANS FROM OFFICER~~10

Mr. James C. Ackerly, the President and secretary, treasurer and director, made loans to the Company during the nine months ended September 30, 2009 of $465,000. The loans are demand loans that are secured by all the assets of the Company and accrue interest at the rate of 8%. The Company accrued $27,278 in interest charges due to loans payable to Mr. Ackerly.

9. CONTINGENCY

~~In 2008,~~The ~~Kerrigan~~Company &recently ~~Associates,~~became ~~Inc.~~involved ~~(“Kerrigan”)~~in ~~commenced~~a anclaim ~~action~~described ~~against Vidiation,~~below ~~Inc.,~~arising ~~Vidiation LLC, Frank O’Connor and others~~ in ~~Fairfax Circuit~~the ~~Court,~~ordinary ~~Fairfax,~~course ~~Virginia~~of ~~wherein~~business. ~~Kerrigan~~Management ~~alleges~~is ~~that~~of itthe isopinion ~~owed~~that ~~$59,000~~the ~~for~~ultimate ~~consulting~~outcome ~~services~~of ~~rendered~~this ~~prior~~matter towould ~~our~~not ~~acquisition~~have ofa ~~Vidiation, Inc. Splinternet~~material ~~has~~adverse ~~been~~impact ~~added~~on asthe afinancial position ~~defendant~~of ~~wherein~~the ~~Kerrigan alleges~~Company ~~that~~or ~~Splinternet~~the ~~Holdings,~~results ~~Inc.~~of ~~assumed~~its ~~all~~operations ofand the ~~assets~~Company ~~and~~intends ~~liabilities~~to ofvigorously ~~Vidiation,~~defend ~~Inc~~itself against this claim.

13On April 28, 2009, The Idler Company, Inc. (“Idler”) commenced an action against the Company, Vidiation, Inc., Vidiation, LLC, Frank O’Connor and James C. Ackerly in the United States District Court, District of Connecticut pertaining to the purchase by Idler of shares of Vidiation, LLC for $100,000 in 2007. Such action alleges various securities law violations, breach of contract, rescission, fraud and unjust enrichment. We intend to vigorously defend this matter. However, we cannot predict or estimate the timing or ultimate outcome of this matter.

On February 26, 2009, Vidiation, Inc. and Frank O’Connor agreed to settle the dispute. Under the terms of the settlement, Vidiation, Inc. paid $12,000 on February 26, 2009 and $22,000 on May 22, 2009 to Kerrigan. Mr. O’Connor agreed to reimburse Vidiation, Inc. for both payments. In the event that Mr. O’Connor does not reimburse Vidiation, Inc. for either of the two payments to the vendor, Vidiation, Inc. or the Company may satisfy the obligation by withholding funds otherwise due from Vidiation, Inc. or the Company to Mr. O’Connor.

On April 28, 2009, The Idler Company, Inc. (“Idler”) commenced an action against Splinternet Holdings, Inc., Vidiation, Inc., Vidiation, LLC, Frank O’Connor and James C. Ackerly in the United States District Court, District of Connecticut pertaining to the purchase by Idler of shares of Vidiation, LLC for $100,000 in 2007. Such action alleges various securities law violations, breach of contract, rescission, fraud and unjust enrichment. The Company intends to vigorously defend this matter. However, the Company cannot predict or estimate the timing or ultimate outcome of this matter.

10. SUBSEQUENT EVENTS

~~During~~Subsequent ~~October~~to ~~and~~the ~~November~~end ~~2009~~of ~~James~~the C.first ~~Ackerly~~quarter of 2010, ~~President~~the ~~and~~Company ~~Chief~~sold ~~Executive~~an aggregate of ~~Officer~~2,125,000 ~~loaned~~shares ~~the~~of ~~Company~~its common stock to certain investors for total gross proceeds of $50200,000. In ~~and~~connection ~~$35~~therewith, the investors shall receive an aggregate of 2,000,000 ~~respectively~~warrants exercisable into shares of common stock at $0.10 per share which shall expire in two years.

~~The~~In April ~~Company~~2010, ~~evaluated~~the ~~subsequent~~Company ~~events~~issued as6,000,000 shares of ~~November~~common 18stock to a vendor in accordance with a consulting agreement between such vendor and the Company dated January 14, 2009 and a subsequent exchange agreement, in which the parties agreed to exchange options to purchase 300,000 shares for the subject issuance in recognition of service provided.

14In April 2010, the Company repaid James C. Ackerly, the Company’s President, $23,500 as partial repayment of loans made by Mr. Ackerly during the first quarter of 2010. See Note 8.

In May 2010, the Company issued 100,000 shares of common stock to a consultant and agreed to issue warrants to such consultant to acquire an additional 100,000 shares in full consideration for a one year consulting agreement entered into on May 1, 2010.

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, · our ability to sell both new and existing products and services at profitable yet competitive prices, and · other risks and uncertainties set forth from time to time in our filings with the Securities and Exchange Commission.

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

lack of growth in our industry,

our ability to comply with government regulations,

a failure to manage our business effectively and profitably,

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

other risks and uncertainties set forth from time to time in our filings with the Securities and Exchange Commission.

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. Defentect Group, 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~~Defentect ~~Holdings~~Group, Inc. ~~(“we”~~, ~~“us”,~~formerly ~~“our”,~~known ~~the~~as ~~“Company” or “~~Splinternet”) ~~was incorporated in the State of Delaware on March 22, 2006. On April 3, 2006, Splinternet~~ Holdings, Inc. ~~conducted~~(the a“Company”) ~~share~~is ~~for~~the parent ~~share~~company ~~exchange~~ of ~~securities~~ ~~with~~ Splinternet Communications, Inc. ~~whereby 214~~,~~002 shares~~ oforiginally ~~the~~a ~~common~~provider ~~stock, par value $0.001 per share,~~ of ~~Splinternet~~ ~~Communications,~~Internet ~~Inc.~~Telephony ~~were exchanged for 53~~services,~~500,500~~ ~~shares~~which ofentered the ~~common~~radiation ~~stock, par~~detection ~~value~~market ~~$0.001 per share~~in 2007, ofand ~~Splinternet Holdings~~Vidiation, Inc. ~~(the “Share Exchange”)~~, as a ~~result~~security ofsales ~~which~~and ~~Splinternet~~marketing ~~Communications,~~company ~~Inc.~~which ~~became a~~was ~~wholly~~acquired ~~owned~~on ~~subsidiary~~April ~~of Splinternet Holdings~~30, ~~Inc~~2008.

~~Splinternet~~The ~~Communications,~~Company ~~Inc.~~develops ~~was~~and ~~incorporated~~markets intechnologies for the ~~State~~security ofand ~~Connecticut~~threat ~~in January 12,~~management ~~2000~~industry. ~~Splinternet~~Our ~~Communications,~~products ~~Inc.~~react ~~which~~to ~~operates under~~ the ~~name Defentect in connection with its radiation~~ detection ~~business is a developer~~ of ~~Internet~~ ~~Protocol (IP) based management~~chemical, ~~monitoring and messaging system which~~ ~~interfaces~~biological, ~~with~~radiological ~~Defentect’s~~or ~~radiation~~nuclear ~~detection~~threats ~~devices,~~and ~~third-party~~notify ~~radiation detection~~responders ~~sensors~~ and ~~other~~key administrators ~~third-party threat-event sensors~~immediately. The ~~software~~Company’s ~~which is~~unique ~~managed~~response ~~over~~technology ~~the~~can ~~Web, utilizing existing network infrastructure, to provide~~be ~~administrative~~easily ~~and~~integrated ~~configuration~~with ~~services~~other ~~enabling~~manufacturers’ ~~our customers to add these type of devices to their existing security systems for unmanned detection~~sensors, ~~alerts~~ and ~~messaging~~serve ~~for~~many ~~a variety of threat-event detection. In addition, Splinternet~~different ~~continues to resell excess VoIP capacity primarily to traditional international carriers~~markets.

15The Company was incorporated in the State of Delaware on March 22, 2006 under the name Splinternet Holdings, Inc. On April 3, 2006, the Company 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 (the “Common Stock”) of the Company (the “Share Exchange”), as a result of which Splinternet Communications, Inc. became a wholly owned subsidiary of the Company.

On April 30, 2008, Splinternet Holdings, Inc. consummated the transaction contemplated by an Agreement and Plan of Merger (the “Vidiation Merger Agreement”) dated February 7, 2008 among the Company, Vidiation, Inc., a Delaware corporation and Splinternet Merger Sub I, Inc. (a wholly owned subsidiary of the Company formed for the purpose of such transaction) (the “Merger Sub”) 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, Splinternet Holdings, Inc. issued an aggregate of 4,788,179 shares of common stock to the shareholders of Vidiation, Inc. in exchange for the cancellation of the then outstanding shares of common stock of Vidiation, Inc.12

~~Vidiation,~~On April ~~Inc.~~30, is2008, athe ~~radiation~~Company ~~detection~~consummated ~~sales~~the ~~and~~transaction ~~marketing~~contemplated ~~company~~by ~~incorporated~~an ~~in the~~Agreement ~~State~~and Plan of ~~Delaware~~Merger on(the ~~December~~“Vidiation ~~10,~~Merger ~~2007,~~Agreement”) ~~which~~dated ~~acquired~~February ~~certain~~7, ~~assets from~~2008 ~~Vidiation~~among ~~LLC. Vidiation~~the ~~LLC~~Company, ~~was~~Vidiation, Inc., a ~~radiation~~Delaware ~~detection~~corporation ~~technology~~and Splinternet ~~development~~Merger ~~company~~Sub ~~which~~I, ~~had~~Inc. ~~extensive~~(a ~~sales~~wholly ~~and~~owned ~~marketing~~subsidiary ~~experience~~of inthe Company formed for the ~~surveillance~~purpose ~~and~~of ~~security~~such ~~market~~transaction) ~~space~~(the ~~and~~“Merger ~~was~~Sub”) ~~actively~~pursuant ~~engaged~~to inwhich ~~that~~the Merger Sub ~~space. The~~merged ~~progress~~into Vidiation, Inc. ~~had~~resulting ~~been~~in ~~making~~Vidiation, inInc. ~~that~~becoming ~~business~~a ~~was~~wholly-owned ~~desired~~subsidiary byof the Company. Upon ~~and~~closing, ~~precipitated~~the Company issued an aggregate of 4,788,179 shares of common stock to the ~~above-referenced~~shareholders of Vidiation, ~~transaction~~Inc. in exchange for the cancellation of the then outstanding shares of common stock of Vidiation, Inc.

~~Since our~~Splinternet ~~inception~~Communications, ~~the Company has generated limited revenues~~Inc. We ~~are presently~~was ~~considering~~incorporated in the ~~acquisition~~State of ~~other~~Connecticut ~~companies~~on ~~with~~January ~~compatible~~12, ~~products~~2000. ~~and~~Since ~~which~~inception, ~~can~~we ~~benefit~~have ~~from~~been ~~the~~a ~~Company’s~~developer ~~infrastructure~~of ~~under circumstances where there is a strategic~~products, ~~technology~~services, and marketing ~~fit~~strategies ~~for enhancement. In~~centered ~~addition~~around toopportunities ~~seeking~~in ~~acquisition candidates, during~~Internet ~~the~~communications. From ~~quarter~~2000 ~~ended~~through ~~December 31,~~ 2007, ~~the Company began its development of a radiation device which signifies~~ our ~~entry~~approach ~~into~~was ~~the~~to ~~radiation detection market.~~develop ~~During~~products ~~2008, we developed Internet Protocol (IP) based management, monitoring~~ and ~~messaging~~services ~~system~~that ~~which~~would ~~interfaces~~capitalize ~~with~~on ~~our~~the ~~radiation~~shift ~~detection~~in ~~devices,~~telecommunications ~~third-party~~technologies ~~radiation~~from ~~detection~~traditional ~~sensors~~telephony ~~and~~to ~~other~~Internet ~~third-party threat-event sensors~~telephony. During ~~the fourth quarter 2008 we began product trials for~~this ~~our~~period ~~radiation~~the ~~detection~~Company ~~device~~experienced ~~and~~disappointing ~~management,~~revenue ~~monitoring~~growth ~~and~~in ~~messaging~~this ~~system~~market. ~~with~~Because aof ~~major metropolitan hospital~~this, ~~a major metropolitan police department and a global transportation and logistics provider. These trials completed~~ during ~~the second~~2007 ~~quarter~~we ~~2009~~shifted atour ~~which~~focus ~~time~~into the ~~Company~~development ~~submitted~~of ~~system~~a ~~proposals to the~~new ~~hospital~~radiation ~~and~~detection ~~transportation~~device ~~provide~~which ~~for~~launched ~~additional~~us ~~product.~~into ~~During~~ the ~~quarter ended September 30, 2009, the Company began shipping its~~ radiation detection ~~product~~market. ~~The~~In ~~Company~~2008 ~~continues~~our ~~purchasing~~research ~~long distance minutes at wholesale prices from phone companies~~ and ~~then~~development ~~reselling~~was ~~them~~focused aton developing ~~a markup to its~~an ~~customers.~~Internet ~~The~~Protocol ~~Company~~(IP) ~~believes~~based ~~that~~management, ~~over~~monitoring ~~time~~and itmessaging ~~will~~system ~~build sales volume~~which ~~sufficient~~interfaced towith ~~cover~~our ~~the~~radiation ~~costs~~detection ofdevices ~~operations~~and ~~through~~other ~~this strategy. There~~third-party ~~is no guarantee that the Company will be successful~~sensors. inIn ~~its~~2009 ~~efforts~~we tosuccessfully ~~either~~completed ~~acquire~~several ~~other~~pilot ~~companies~~programs orwhich ~~generate service or~~utilized ~~equipment~~our management, ~~sales~~monitoring ~~sufficient~~and tomessaging ~~cover~~system ~~its~~and ~~costs of operations~~sensors.

16Vidiation, Inc. was a radiation detection sales and marketing company incorporated in the State of Delaware on December 10, 2007, which acquired certain assets from Vidiation LLC. Vidiation LLC was a radiation detection technology development company which had extensive sales and marketing experience in the surveillance and security market space and was actively engaged in that space. The progress Vidiation, Inc. had been making in that business was desired by the Company and precipitated the above-referenced transaction.

The Company does not conduct any business or own any assets other than all of the issued and outstanding shares of Splinternet Communications, Inc. and Vidiation, Inc.

References herein to “we”, “us” or “our” refer to the Company and its wholly owned subsidiaries, unless explicitly stated to the contrary.

Recent Events

Subsequent to the end of the first quarter of 2010, the Company sold an aggregate of 2,125,000 shares of its common stock to certain investors for total gross proceeds of $200,000. In connection therewith, the investors shall receive an aggregate of 2,000,000 warrants exercisable into shares of common stock at $0.10 per share which warrants shall expire in two years.

In April 2010, the Company issued 6,000,000 shares of common stock to a vendor in accordance with a consulting agreement between such vendor and the Company dated January 14, 2009 and a subsequent exchange agreement, in which the parties agreed to exchange options to purchase 300,000 shares for the subject issuance in recognition of service provided.

In April 2010, the Company repaid James C. Ackerly, the Company’s President, $23,500 as partial repayment of loans made by Mr. Ackerly during the first quarter of 2010.

Results of Operations

SERVICE REVENUE

Service revenue for the three months ~~and nine months~~ ended ~~September~~March 3031, ~~2009~~2010 were ~~$294,285~~ ~~and~~ $~~681~~116,~~684~~795 which is an increase from $~~244~~78,~~167~~283 ~~and $645,125~~ for the three months ~~and nine months~~ ended ~~September~~March 3031, ~~2008~~2009. The increase is due to higher usage of the Company’s long distance termination by its customer ~~during the three and nine months ended September 30, 2009 as compared to the same period in 2008~~.

COST OF REVENUE

The Company continues to purchase long distance minutes at wholesale prices from phone companies and then resells them at a markup to its ~~customers~~customer. For the ~~three~~ three months ~~and nine months~~ ended ~~September~~March 3031, ~~2009~~2010, the costs of the wholesale minutes were $~~331~~111,~~995 and $656,796~~ 201 which is an increase from $~~239~~76,~~172 and~~687 ~~$619,917~~ for the three months ~~and nine months~~ ended ~~September~~March 3031, ~~2008~~2009. The increase is due to higher usage offor ~~the~~this ~~Company’s~~service ~~long distance termination~~ by ~~its~~ ~~customer during~~ the ~~three and nine months ended September 30, 2009 as~~Company’s ~~compared to the same period in 2008~~customer.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

In the three ~~and nine~~ months ended ~~September~~March 3031, ~~2009~~2010, selling, general and administrative costs were $~~187~~398,~~443~~806 ~~and $747,834~~ which is aan ~~decrease~~increase from ~~$462,195~~ ~~and~~ $1255,~~158,875~~657 in the comparable period in ~~2008~~2009. The ~~decreases~~increase ~~are~~is ~~the~~due ~~result~~to ofhigher ~~cost~~stock ~~cutting~~compensation ~~measures~~expense ~~the~~during ~~Company~~the ~~began~~three ~~undertaking~~months ~~since~~ended ~~the~~March ~~fourth~~31, ~~quarter~~2010 ofas ~~2008~~compared to the same period in 2009.

RESEARCH AND DEVELOPMENT

Research and development decreased to $3323,~~233~~546 ~~and $124,336~~ in the three ~~and nine~~ months ended ~~September~~March 3031, ~~2009~~ 2010 from $6357,~~688~~932 ~~and $178,847~~ for the comparable periods in ~~2008~~ 2009. The ~~decreases~~decrease ~~are~~is the result of the ~~cost~~completion ~~cutting~~of ~~measures~~ the Company’s ~~began undertaking~~radiation ~~since~~detection ~~the~~sensors. ~~fourth~~The ~~quarter~~Company continues development of ~~2008~~its IP based management, monitoring and messaging system software.

INTEREST INCOME

Interest earned in the three ~~and nine~~ months ended ~~September~~March 3031, ~~2009~~2010 was $1,~~350~~358 ~~and $4,053~~ compared to $31,~~449 and $21,847~~ 344 for the comparable period in ~~2008~~2009. This is primarily due to a lower average balance invested in ~~2009~~2010 due to the Company using cash to fund operations ~~and lower interest rates~~.

INTEREST EXPENSE

Interest expense in the three ~~and nine~~ months ended ~~September~~March 3031, ~~2009~~2010 was $1619,~~269~~572 ~~and $31,836~~ compared to $~~417 and $417~~ 6,145 for the comparable period in ~~2008~~2009. ~~This~~The increase is due to the accrual of higher interest onexpense ~~notes~~which ~~made~~is bythe result of the ~~President~~additional ~~and~~loans ~~Chief~~made ~~Executive~~by the ~~Officer~~President to the Company during 2009.

NET LOSS

We ~~recognized~~incurred a net loss of $~~273~~434,~~305~~972, during the three months ended ~~September~~March 3031, ~~2009~~ 2010 compared to a net loss of $~~517~~316,~~856~~794 during the same period in the prior year ~~for~~ for an overall ~~decrease~~increase in net loss of $~~244~~118,~~551~~178. We recognized a net loss of $875,065, during the nine months ended September 30, 2009 compared to a net loss of $1,291,084, during the same period in the prior year for an overall decrease in net loss of $416,019. The ~~decrease~~increase in the net loss was primarily the result of the Company’s ~~cost~~increase ~~cutting~~in ~~measure~~stock ~~which began during the fourth quarter of~~compensation ~~2008~~expenses.

Financial Condition, Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2009~~2010, we had approximately $538,000 in cash and current liabilities of approximately $~~935~~1,301,000; hence, we require additional funding in order to be adequately funded for the foreseeable future. The Company has primarily supplied its cash needs through loans from Mr. Ackerly (the Company’s President and Chief Executive Officer) and stock offerings. The Company’s need to obtain capital from outside investors is expected to continue until we are able to achieve profitable operations, if ever.

The Company has a history of substantial operating losses and an accumulated deficit of $4,614,548 as of September 30, 2009. The Company has historically experienced cash flow difficulties primarily because expenses have exceeded revenues. The Company expects to incur additional operating losses for the immediate near future. These factors, among others, raise significant doubt about ability to continue as a going concern.14

~~Net cash~~The ~~used~~Company byhas ~~operating~~a ~~activities~~history ~~for the nine months ended September 30, 2009 was $523,121which was primarily the result~~ of ~~the~~substantial ~~net~~operating ~~loss~~losses ~~of $875,065 plus decreases in accounts payable~~ and ~~accrued~~an ~~expenses~~accumulated ~~of $227,694 offset by~~deficit ~~non-cash stock compensation expense~~ of $~~711~~8,~~179. This compares to net cash used by operating activities for the nine months ended September 30~~354,731 ~~2008 of~~as ~~$1,003,928 which was primarily the result~~ of ~~the~~March ~~net loss of $1~~31,~~291,084 offset~~ ~~by an increase in accounts payable and accrued expenses of $112,438, a decrease in prepaid expenses of $40,305 and a non-cash stock option expense of $86,217~~2010. No ~~net~~The ~~cash was used in investing activities for the nine months ended September 30, 2009 and for the same period in the prior year. This is due to the~~ Company ~~eliminating~~has ~~the~~historically ~~purchase of property~~experienced ~~and equipment to conserve~~ cash~~. For~~ ~~the~~flow ~~nine~~difficulties ~~months~~primarily ~~ended September~~because ~~30,~~expenses ~~2009,~~have ~~net~~exceeded ~~cash provided by (used in) financing activities was $569,615 compared to a use of $89,583 for the nine months ended September 30, 2008~~revenues. The ~~change in 2009 is primarily due to loans from the President and Chief~~ ~~Executive Officer of the~~ Company inexpects ~~the amount of $479,615 during the first nine months of 2009 compared~~ to ~~$75,417~~incur inadditional ~~the~~operating ~~same~~losses ~~period~~for ~~of 2008 and~~ the ~~sale~~immediate ofnear ~~common~~future. ~~stock~~These ~~which generated $90~~factors,~~000~~ inamong ~~net proceeds during the first nine months of 2009 versus the loaning of $165~~others,~~000~~ toraise ~~Vidiation,~~significant ~~Inc.~~doubt ~~during~~about ~~the~~ability ~~same period in 2008. If the Company is unable~~ to ~~generate sufficient~~ ~~revenue~~continue ~~from~~as ~~operations~~a togoing pay expenses or is unable to obtain additional financing on commercially reasonable terms, our business, financial condition and results of operations will be materially and adversely affected which may force us to cease operationsconcern.

~~Subsequent~~Net cash toused ~~September~~by 30operating activities for the three months ended March 31, ~~2009~~2010 was $62,701 which was primarily the ~~President~~result of the net loss of $434,972. No net cash was used in investing activities for the three months ended March 31, 2010 and ~~current~~for ~~CEO~~the ~~loaned~~same period in the prior year. This is due to the Company eliminating the purchase of property and equipment to conserve cash. For the three months ended March 31, 2010, net cash used in financing activities was $8573,~~000~~500 compared to ~~which~~$205,645 ~~bears~~for ~~interest~~the atthree 8%months ~~per~~ended ~~annum~~March ~~and~~31, 2009. The change in 2010 is due to the President and Chief Executive Officer of the Company making fewer loans to the Company during the first three months of 2010 as compared to the same period in 2009. If the Company is unable to generate sufficient revenue from operations to pay expenses or is unable to obtain additional financing on commercially ~~demand~~reasonable terms, our business, financial condition and results of operations will be materially and adversely affected which may force us to cease operations.

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 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

~~Our~~There ~~independent~~are ~~registered~~numerous ~~public~~and ~~accounting~~varied ~~firm~~risks, ~~has~~known ~~issued~~and aunknown, ~~going~~that ~~concern~~may prevent us from ~~opinion~~achieving our goals, including those described below. The risks described below are not the only ones we will face. Additional risks not presently known to us or that the Company currently deems immaterial may also impair our financial performance and business operations. If any of these risks actually occurs, our business, financial condition or results of operations may be materially adversely affected. In such case, the trading price of our Common Stock could decline, and you may lose all or part of your investment. Before making any investment decision, you should also review and consider the other information set forth in this report.

~~Our~~BUSINESS ~~auditors~~AND ~~have~~FINANCIAL included an explanatory paragraph in their opinion that accompanies our audited financial statements as of and for the year ended December 31, 2008, indicating that our recurring losses from operations, stockholders’ deficiency, and working capital deficiency raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.RISKS

WeTHE ~~have~~ONGOING aECONOMIC ~~limited~~SLOWDOWN ~~operating~~MAY ~~history~~HAVE ~~and~~A aMATERIAL ~~history~~ADVERSE ofIMPACT ~~substantial~~ON ~~operating~~OUR ~~losses~~BUSINESS AND ~~and~~FINANCIAL weCONDITION ~~may~~THAT ~~not~~WE beCURRENTLY ~~able~~CANNOT ~~to continue our business~~PREDICT.

WeThe ongoing ~~have~~global ~~a history~~economic ofslowdown ~~substantial~~has ~~operating~~caused ~~losses~~turmoil and anupheaval ~~accumulated deficit of $4,614,548~~characterized asby ofextreme ~~September~~volatility ~~30,~~and ~~2009.~~declines ~~For~~in ~~the~~prices ~~nine~~of ~~months ended September 30~~securities, ~~2009,~~diminished ~~our net~~liquidity ~~loss~~and ~~was~~credit ~~$980~~availability,~~605.~~ ~~We have~~inability ~~historically~~to ~~experienced~~access ~~cash~~capital ~~flow~~markets, ~~difficulties~~the ~~primarily because our~~bankruptcy, ~~expenses~~failure, ~~have~~collapse ~~exceeded~~or ~~our~~sale ~~revenues.~~of Wefinancial ~~expect~~institutions toand ~~incur~~an ~~additional~~unprecedented ~~operating~~level ~~losses~~of ~~for~~intervention from the ~~immediate~~United ~~near~~States ~~future.~~federal ~~These~~government ~~factors,~~and ~~among~~other ~~others, raise~~governments. ~~significant~~Unemployment ~~doubt~~has ~~about~~risen ~~our~~while ~~ability~~businesses toand ~~continue~~consumer asconfidence ahave ~~going~~declined and ~~concern.~~there ~~If we~~ are ~~unable~~ tofears ~~generate~~of ~~sufficient~~a ~~revenue~~prolonged ~~from~~recession. While ~~our~~the ~~operations to pay expenses or we~~ultimate ~~are~~outcome ~~unable~~of tothese ~~obtain~~events ~~additional~~cannot ~~financing~~be onpredicted, ~~commercially~~they ~~reasonable~~could ~~terms,~~materially ~~our~~adversely ~~business,~~affect ~~financial~~our ~~condition~~business and ~~results~~financial ofcondition, ~~operations~~including ~~will~~our beability ~~materially~~to ~~and~~raise any ~~adversely~~equity ~~affected~~or ~~and~~debt wefinancing ~~could~~in bethe ~~forced to cease operations~~future.

WeOUR ~~will~~INDEPENDEENT ~~need~~REGISTERED ~~additional~~PUBLIC ~~financing~~ACCOUNTING inFIRM ~~order~~HAVE toISSUED ~~continue~~A ~~our~~GOING ~~operations which we may~~CONCERN ~~not be able to raise~~OPINION.

~~We will~~Our ~~require~~auditors ~~additional~~have ~~capital~~included toan ~~finance~~explanatory ~~our~~paragraph ~~future~~in ~~operations. We~~their ~~can~~opinion that ~~provide~~accompanies noour ~~assurance~~audited ~~that~~financial westatements ~~will~~as ~~obtain~~of ~~additional~~and ~~financing~~for ~~sufficient~~the toyear ~~meet~~ended ~~our~~December ~~future~~31, ~~needs~~2009, onindicating ~~commercially~~that ~~reasonable~~our ~~terms~~recurring orlosses ~~otherwise. If~~from weoperations, ~~are~~stockholders’ ~~unable~~deficiency, toand ~~obtain~~working ~~the~~capital ~~necessary~~deficiency ~~financing,~~raise substantial doubt about our ~~business,~~ability ~~operating~~to ~~results and~~continue ~~financial~~as ~~condition~~a ~~will~~going beconcern. ~~materially~~The ~~and~~accompanying ~~adversely~~financial statements ~~affected~~do ~~and~~not weinclude ~~could be~~any ~~forced~~adjustments tothat ~~cease~~might ~~operations~~result from the outcome of this uncertainty.

~~Our~~WE WILL ~~performance~~NEED ~~depends~~ADDITIONAL onFINANCING ~~market~~IN ~~acceptance~~ORDER ofTO ~~our~~CONTINUE ~~products~~OUR ~~and~~OPERATIONS weWHICH ~~cannot~~WE beMAY ~~sure~~NOT ~~that~~BE ~~our~~ABLE ~~products~~TO ~~are commercially viable~~RAISE.

We ~~expect~~will torequire ~~derive~~additional acapital ~~substantial~~to ~~portion~~finance of our future ~~revenues~~operations. We ~~from the sales of~~can ~~radiation~~provide ~~detection~~no ~~equipment~~assurance ~~and services~~ that iswe ~~only~~will ~~now~~obtain ~~entering~~additional ~~the~~financing ~~initial marketing~~sufficient ~~phase.~~to ~~Although we believe~~ meet our ~~products~~future ~~and~~needs ~~technologies~~on ~~will be~~ commercially ~~viable,~~reasonable ~~these~~terms ~~are~~or ~~new products~~otherwise. If ~~markets for our~~we ~~products~~are ~~fail~~unable to ~~develop~~obtain ~~further,~~the ~~develop~~necessary ~~more slowly than expected or are subject to substantial competition~~financing, our business, ~~financial~~operating ~~condition and~~ results and offinancial ~~operations~~condition will be materially and adversely ~~affected and we could be~~ ~~forced to cease operations~~affected.

~~Rapidly changing technology and substantial competition may adversely affect our business.~~15

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~~DEFECTS inIN ~~our~~OUR ~~products~~PRODUCTS ~~may~~MAY ~~adversely~~ADVERSELY ~~affect~~AFFECT ~~our~~OUR ~~business~~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.

WE HAVE HAD LIMITED REVENUES THUS FAR.

To date, we have had limited revenues. Because we are subject to all risks inherent in a business venture, it is not possible to predict whether we will ever be profitable. Even if we succeed with our current business plan, we may never become profitable, as we will continue to incur operating and capital expenditures for items such as salary, inventory, data processing equipment, shipping and other ongoing business activities.

Accordingly, it is not possible to predict whether or not our current and proposed activities will be sufficiently profitable. Purchasers of our shares should bear in mind that, in light of the risks and contingencies involved, no assurance can be given that we will ever generate enough revenue to offset expenses or to generate a return on invested capital. There is no guarantee of our successful, profitable operation. Our failure to achieve or maintain profitability can be expected to have a material adverse effect on our business, financial condition, results of operations and future business prospects.

WE MAY EXPERIENCE SIGNIFICANT FLUCTUATIONS IN OUR OPERATING RESULTS AND RATE OF GROWTH AND MAY NOT BE PROFITABLE IN THE FUTURE.

Our results of operations may fluctuate significantly due to a variety of factors, many of which are outside of our control and difficult to predict. The following are some of the factors that may affect us from period to period and may affect our long-term financial performance:

our ability to retain and increase revenues associated with customers and satisfy customers’ demands;

our ability to be profitable in the future;

our investments in longer-term growth opportunities;

our ability to expand our marketing network, and to enter into, maintain, renew and amend strategic alliance arrangements on favorable terms;

changes to service offerings and pricing by us or our competitors;

fluctuations caused by marketing efforts and competitors’ marketing and pricing strategies;

changes in the terms, including pricing, of our agreements with our telecommunications providers;

the effects of commercial agreements and strategic alliances and our ability to successfully integrate them into our business;

technical difficulties, system downtime or interruptions;

the effects of litigation and the timing of resolutions of disputes;

the amount and timing of operating costs and capital expenditures;

changes in governmental regulation and taxation policies; and

changes in, or the effect of, accounting rules, on our operating results.

OUR HISTORICAL FINANCIAL STATEMENTS MAKE EVALUATION OF OUR BUSINESS BY POTENTIAL INVESTORS AND OTHERS DIFFICULT.

We commenced our business operations in January 2000 and began generating revenue in 2001. However, since we recently refocused our business strategy to include security and threat management software, our historical financial statements, which primarily reflect our Internet telephony retail sales, are of limited usefulness in evaluating our potential future financial position.

WE MAY NOT SUCCESSFULLY ENHANCE EXISTING OR DEVELOP NEW PRODUCTS AND SERVICES IN A COST-EFFECTIVE MANNER TO MEET CUSTOMER DEMAND IN THE RAPIDLY EVOLVING MARKETS IN WHICH WE ARE ENGAGED.

The markets in which we are engaged are characterized by rapidly changing technology, evolving industry standards, changes in customer needs and frequent new service and product introductions. Our future success will depend, in part, on our ability to use leading technologies effectively, to continue to develop our technical expertise, to enhance our existing services and to develop new services that meet changing customer needs on a timely and cost-effective basis. We may not be able to adapt quickly enough to changing technology, customer requirements and industry standards. If we fail to use new technologies effectively, to develop our technical expertise and new services, or to enhance existing services on a timely basis, either internally or through arrangements with third parties, our product and service offerings may fail to meet customer needs, which would adversely affect our revenues and prospects for growth.

We have spent and will continue to spend signification resources enhancing, developing, implementing and launching our security and threat management products and services. We believe threat detection products and services represent a significant growth opportunity. However, losses are expected to result in the early stages until a sufficient number of customers are added whose recurring revenues, net of recurring costs, more than offset sales, marketing and other expenses incurred to add additional customers.

To the extent we pursue commercial agreements, acquisitions and/or strategic alliances to facilitate new product or service activities, the agreements, acquisitions and/or alliances may not be successful. If any of this were to occur, it could damage our reputation, limit our growth, negatively affect our operating results and harm our business.

RELIANCE UPON THIRD-PARTY SUPPLIERS FOR COMPONENTS MAY PLACE US AT RISK OF INTERRUPTION OF SUPPLY OR INCREASE IN COSTS.

We rely on third-party suppliers for the hardware and software necessary for our services and we do not have any long-term supply agreements. Although we believe we can secure other suppliers, we expect that the deterioration or cessation of any relationship would have a material adverse effect, at least temporarily, until the new relationships are satisfactorily in place.

We also run the risk of supplier price increases and component shortages. Competition for materials in short supply can be intense, and we may not be able to compete effectively against other purchasers who have higher volume requirements or more established relationships. Even if suppliers have adequate supplies of components, they may be unreliable in meeting delivery schedules, experience their own financial difficulties, provide components of inadequate quality or provide them at prices which reduce our profit. Any problems with our third-party suppliers can be expected to have a material adverse effect on our financial condition, business, results of operations and continued growth prospects.

WE FACE SIGNIFICANT COMPETITION.

We compete on the basis of advanced technologies, competent execution of these technologies, the quality, reliability and price of our services and our prompt and responsive performance. For example, in much of the world, radiation detection activities are conducted by a combination of private entities and governmental agencies. In the United States, most of our competitors are larger, have substantial resources, and have been particularly active in recent years in soliciting business. We will also face substantial competitive pressures from a number of smaller competitors.

THE RADIATION DETECTION INDUSTRY IS SUBJECT TO EXTENSIVE DOMESTIC AND FOREIGN GOVERNMENT REGULATIONS, WHICH COULD INCREASE OUR COSTS, CAUSE US TO INCUR LIABILITIES AND ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.

The radiation detection industry 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.

OUR INABILITY TO PROTECT OUR INTELLECTUAL PROPERTY IN THE RADIATION DETECTION INDUSTRY COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

With regard to our radiation detection device, patents will be material to our operations. We have initiated the process of patenting our detection and reporting process. No assurance can be given that such patent application will be granted. Our success will depend in part on our ability to develop patentable products and obtain and enforce patent protection for our products both in the United States and in other countries. Patents may not be issued for any pending or future patent applications owned by or licensed to us, and the claims allowed under any issued patents may not be sufficiently broad to protect our technology. Any issued patents owned by or licensed to us may be challenged, invalidated or circumvented, and the rights under these patents may not provide us with competitive advantages. In addition, competitors may design around our technology or develop competing technologies. Intellectual property rights may also be unavailable or limited in some foreign countries, which could make it easier for competitors to capture increased market position. We could incur substantial costs to defend ourselves in suits brought against us or in suits in which we may assert our patent rights against others. An unfavorable outcome of any such litigation could materially adversely affect our business and results of operations.

THERE IS NO ASSURANCE THAT WE CAN SUCCESSFULLY IMPLEMENT JOINT VENTURES OR FIND PARTNERS FOR OUR BUSINESS.

With regard to our radiation detection business, we intend to acquire or joint venture with security companies that sell or install security systems to various markets. These markets include and are not limited to hospitals and waste management. The success of out business plan is predicated on us finding appropriate partners and introducing the Company’s radiation detection products to their operations.

There is no assurance that we will be able to access such companies or to complete their acquisition or negotiate joint ventures.

ONGOING SUCCESS AND OUR ABILITY TO COMPETE DEPEND UPON HIRING AND RETENTION OF KEY PERSONNEL.

Success will be dependent to a significant degree upon the involvement of current management. These individuals have critical industry experience and relationships upon which we rely. The loss of services of any of our key personnel could divert time and resources, delay the development of our business and negatively affect our ability to sell our services or execute our business. In addition, we will need to attract and retain additional talented individuals in order to carry out our business objectives. The competition for such persons is intense and there are no assurances that these individuals will be available. Such problems might be expected to have a material adverse impact on our financial condition, results of current operations and future business prospects.

DIRECTOR AND OFFICER LIABILITY IS LIMITED.

As permitted by Delaware law, the certificate of incorporation of the Company limits the personal liability of directors to the fullest extent permitted by the provisions of the Delaware General Corporation Law. As a result of our charter provision and Delaware law, stockholders may have limited rights to recover against directors for breach of fiduciary duty. In addition, the certificate of incorporation of the Company provides that it shall indemnify its directors and officers to the fullest extent permitted by law.

RISKS RELATING TO THE OUR COMMON STOCK

WE HAVE HAD IMPAIRMENT OF GOODWILL.

The Company has significant intangible assets related to goodwill and other acquired intangibles. In determining the recoverability of goodwill and other intangibles, assumptions are made regarding estimated future cash flows and other factors to determine the fair value of the assets. After completing the impairment testing of goodwill and other intangible assets, the Company concluded an impairment charge of $2,831,790 should be taken at December 31, 2009 in connection with the recorded goodwill arising from its acquisition made in 2008, This impairment charge was the result of projected revenue related to the acquisition has not been achieved and future sales contracts have not been closed.

THE PRICE OF OUR COMMON STOCK IS HIGHLY VOLATILE.

The price of our common stock is highly volatile. Fluctuations in the market price of our common stock may be a result of any number of factors or a combination of factors including, but not limited to:

the number of shares in the market and the number of shares we may be required to issue in the future compared to market demand for our shares;

our performance and meeting expectations of performance, including the development and commercialization of our current and proposed products and services;

market conditions for Internet and media companies in the small capitalization sector; and

general economic and market conditions.

PENNY STOCK REGULATIONS MAY IMPOSE CERTAIN RESTRICTIONS ON MARKETABILITY OF THE COMPANY’S SECURITIES.

Our common stock relies on the OTC Bulletin Board for the quotations and is subject to rules pertaining to “penny stocks”. The SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our shares currently have a market price of less than $5.00 per share. As a result, the Company’s Common Stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell such securities to persons other than established clients and “accredited investors”. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell shares of the Company’s Common Stock and may affect the ability of investors to sell such shares of Common Stock in the secondary market and the price at which such investors can sell any of such shares.

Investors should be aware that, according to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

control of the market for the security by one or a few broker/dealers that are often related to the promoter or issuer;

manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

“boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

excessive and undisclosed bid-ask differentials and markups by selling broker/dealers; and

the wholesale dumping of the same securities by promoters and broker/dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

Section 15(g) of the Exchange Act and Rule 15g-2 of the Securities and Exchange Commission require broker/dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before making any transaction in a penny stock for the investor’s account. You are urged to obtain and read this disclosure carefully before purchasing any of our shares.

Rule 15g-9 of the Securities and Exchange Commission requires broker/dealers in penny stocks to approve the account of any investor for transactions in these stocks before selling any penny stock to that investor. This procedure requires the broker/dealer to:

get information about the investor’s financial situation, investment experience and investment goals;

~~If we~~· ~~are~~reasonably ~~unable~~determine, tobased ~~successfully~~on ~~integrate~~that ~~acquisitions~~information, ~~our~~that ~~revenue~~transactions ~~growth~~in penny stocks are suitable for the investor and ~~future~~ ~~profitability~~that ~~may~~the beinvestor ~~negatively~~can ~~impacted.~~evaluate the risks of penny stock transactions;

~~The process~~· ofprovide ~~integrating~~the aninvestor ~~acquired~~with ~~business,~~a ~~technology~~written orstatement ~~product~~setting ~~may~~forth ~~result~~the ~~in unforeseen~~basis ~~operating~~on ~~difficulties~~which ~~and expenditures and may absorb significant management attention and capital that would otherwise be available for ongoing development of our business. In addition, we may not be able to maintain~~ the ~~levels~~ ofbroker/dealer ~~operating~~made ~~efficiency~~his ~~that any company we may acquire achieved~~ or ~~might have~~her ~~achieved~~determination; ~~separately. Additional risks we face include:~~and

· ~~the~~receive ~~need~~a tosigned ~~implement or remediate controls, procedures~~ and ~~policies~~dated ~~appropriate~~copy ~~for~~of athe ~~public~~statement ~~company~~from inthe aninvestor, ~~acquired~~confirming ~~company~~ that, ~~prior~~it toaccurately reflects the ~~acquisition,~~investors’ ~~lacked~~financial ~~these controls~~situation, ~~procedures~~investment experience and ~~policies;~~investment goals.

~~· cultural challenges associated~~ Compliance with ~~integrating~~these ~~employees~~requirements ~~from~~may anmake ~~acquired~~it ~~company~~harder orfor ~~business~~our ~~into~~stockholders ~~our~~to ~~organization;~~resell their shares.

·IF ~~retaining~~WE RAISE ~~key~~ADDITIONAL ~~employees~~FUNDS ~~from~~THROUGH ~~the~~THE ~~businesses~~ISSUANCE weOF ~~acquire;~~EQUITY SECURITIES, OR DETERMINE IN THE FUTURE TO REGISTER ADDITIONAL COMMON STOCK, YOUR PERCENTAGE OWNERSHIP WILL BE REDUCED, YOU WILL EXPERIENCE DILUTION WHICH COULD SUBSTANTIALLY DIMINISH THE VALUE OF YOUR STOCK AND SUCH ISSUANCE MAY CONVEY RIGHTS, PREFERENCES OR PRIVILEGES SENIOR TO YOUR RIGHTS WHICH COULD SUBSTANTIALLY DIMINISH YOUR RIGHTS AND THE VALUE OF YOUR STOCK.

·The Company ~~the~~may ~~need~~issue toadditional ~~integrate~~shares anof ~~acquired~~Common ~~company’s~~Stock ~~accounting,~~for ~~management~~various ~~information~~reasons and may grant stock options to employees, ~~human~~officers, ~~resource~~directors and third parties. If the Company determines to register for sale to the public additional shares of Common Stock or other ~~administrative~~debt ~~systems~~or equity securities in any future financing or business combination, a material amount of dilution can be expected to ~~permit~~cause ~~effective~~the market ~~management;~~price ~~and~~of the Common Stock to decline. One of the factors which generally affects the market price of publicly traded equity securities is the number of shares outstanding in relationship to assets, net worth, earnings or anticipated earnings. Furthermore, the public perception of future dilution can have the same effect even if actual dilution does not occur.

·SINCE toWE DO ~~the~~NOT ~~extent~~INTEND ~~that~~TO weDECLARE ~~engage~~DIVIDENDS inIN ~~strategic~~THE ~~transactions~~FORESEEABLE ~~outside of the United States~~FUTURE, weTHE ~~face~~RETURN ~~additional~~ON ~~risks,~~YOUR INVESTMENT ~~including~~WILL ~~risks~~DEPEND ~~related~~UPON toAPPRECIATION ~~integration~~OF ofTHE ~~operations~~MARKET ~~across~~PRICE ~~different~~OF ~~cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries~~YOUR SHARES.

~~Future~~We have ~~acquisitions~~never ~~and~~paid ~~investments~~any ~~could~~dividends ~~involve~~on ~~the~~our ~~issuance~~common stock. Our board of ~~our~~directors ~~equity~~does not ~~securities~~intend to declare any dividends in the foreseeable future, ~~potentially~~but ~~diluting~~intends to retain all earnings, if any, for use in our ~~existing~~business ~~shareholders~~operations. As a result, the return ~~incurrence~~on your investment in us will depend upon any appreciation in the market price of our common stock. The holders of common stock are entitled to receive ~~debt~~dividends when, ~~contingent~~as ~~liabilities~~and orif ~~amortization~~declared ~~expenses,~~by ~~write-offs~~the board of ~~goodwill,~~directors out of funds ~~intangibles,~~legally oravailable ~~acquired~~for ~~in-process~~dividend ~~technology,~~payments. orThe ~~other~~payment ~~increased~~of ~~expenses~~dividends, if any, in ofthe ~~which~~future ~~could~~is ~~harm~~within ~~our~~the ~~financial~~discretion ~~condition.~~of ~~Our~~our ~~shareholders~~board ~~may~~of ~~not~~directors ~~have~~and ~~the~~will depend ~~opportunity~~upon toour ~~review~~earnings, ~~vote~~capital onrequirements orand ~~evaluate~~financial ~~future~~condition, ~~acquisitions~~and orother ~~investments~~relevant factors.

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.

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.

Revenue recognition

~~We follow~~The ~~the~~Company ~~guidance~~records ~~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.

2221

We recognize revenue when products have been shipped or services have been performed. InThe ~~cases~~Company ~~where~~does anot ~~customer~~offer prepays ~~a subscription~~ for termination services. toFor bethe ~~performed~~Company’s inradiation adetection ~~period~~products which ~~extends~~require ~~from~~an ~~one~~acceptance ~~accounting~~ period ~~into~~during which athe ~~subsequent period,~~customer wemay ~~only~~cancel ~~recognize~~their ~~the~~contract ~~portion~~or ofpurchase ~~income~~order ~~due~~without ~~for~~penalty, the ~~services~~Company ~~performed~~defers in the ~~current~~revenue ~~reporting~~recognition until the end of that acceptance period. InThe ~~cases~~Company ~~where~~offers ~~there~~a isone anyear ~~acceptance~~warranty ~~period during~~on ~~which~~its aradiation ~~subscriber~~detection products ~~may~~and ~~cancel~~provides ~~their~~for ~~agreement~~estimated ~~without~~future ~~penalty,~~warranty wecosts ~~defer~~ at the time revenue ~~recognition~~is recognized. ~~until~~As ~~the~~of ~~end~~this offiling ~~that~~date, ~~acceptance~~no ~~period~~warranty obligation has been recorded.

Impairment of Goodwill

Goodwill represents the excess of the purchase price over the fair market value of net assets acquired. The process of determining goodwill requires judgment. The Company had recorded Goodwill as a result of its acquisition of Vidiation, Inc. Vidiation, Inc. had signed numerous reseller agreements, established relationships with key corporations in the radiation detection industry and negotiated pilot programs to test the ~~Splinternet~~ Defentect technology at the time of the acquisition. These were measurable outputs that Vidiation, Inc. had achieved as a sales and marketing firm in the ~~radiation~~ radiation technology industry at the time of the acquisition. The ~~combination~~ combination of these outputs with its policies, procedures, management and systems, combined to allow the Vidiation, Inc. to meet the definition of a business and therefore was subject to ~~SFAS 141,~~ Business ~~Combinations~~ Combination accounting. As a result, after allocating the purchase price to tangible and intangible assets, the difference was determined to be Goodwill. Evaluating goodwill for impairment involves the fair value of the reporting units. Inherent in such fair value determinations are certain judgments and estimates, including the interpretation of current economic indicators and market valuations, and the strategic plans with regard to the Company’s operations. To the extent additional information arises or the strategies change, it is possible the conclusion regarding goodwill impairment could change, which could have a material effect on the financial position and results of operations. For these reasons, the Company believes the accounting estimates related to goodwill impairment is a critical ~~accounting~~ accounting estimate.

~~Recent~~The ~~accounting~~Company ~~pronouncements~~has significant intangible assets related to goodwill and other acquired intangibles. In determining the recoverability of goodwill and other intangibles, assumptions are made regarding estimated future cash flows and other factors to determine the fair value of the assets. After completing the impairment testing of goodwill and other intangible assets, the Company concluded an impairment charge should be taken at December 31, 2009 in connection with the recorded goodwill arising from its acquisition made in 2008 since the projected revenue related to the acquisition has not been achieved and future revenue sales contracts have not been closed.

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards Board (“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. In 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 our consolidated 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 in fiscal year 2008 the adoption of this Statement did not have a material effect on our consolidated financial position, results of operations, or cash flows.

In December 2007, the 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. We will adopt this Statement in fiscal year 2009 and its effects on future periods will depend on the nature and significance of any acquisitions subject to this Statement.

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.

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, and 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.22

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 concluded, as of March 31, 2010, that our disclosure controls and procedures were not 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 due to the material weakness noted below.

A material weakness is a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

At the end of fiscal year 2009, we decided to change the focus of our business activities as described elsewhere in this document. As a result, the goodwill associated with the acquisition of Vidiation, Inc. in 2008 was impaired. Due to an oversight in our policies and procedures for the review of the testing of goodwill impairment, we temporarily overlooked important issues related to the testing of goodwill impairment. Although this oversight was discovered before filing of any reports, it did create a reasonable possibility that a material misstatement of our annual or interim financial statements might not be prevented or detected on a timely basis in the future. Accordingly, we determined that this control deficiency constituted a material weakness.

During the preparation of our annual report on Form 10-K, the underlying circumstances of this material weakness were fully communicated to and considered by our independent registered public accounting firm to ensure that the appropriate accounting treatment was recorded in the financial statements included in the Form 10-K.

We have developed the following remediation plan to address this material weakness and we are proceeding expeditiously with measures to enhance our internal control over financial reporting:

Our Board of Directors will monitor the accounting policies adopted by the Company and will direct additional measures as deemed appropriate.

Accordingly, our management believes that the accounting included in this Form 10-Q fairly presents in all material respects our financial position, results of operations and cash flows for the periods presented.

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.

2623

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

Except as set forth below, 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.

InOn ~~2008,~~April ~~Kerrigan~~28, &2009, ~~Associates~~The Idler Company, Inc. (“~~Kerrigan~~Idler”) commenced an action against the Company, Vidiation, Inc., Vidiation, LLC, Frank O’Connor and ~~others~~James inC. ~~Fairfax~~Ackerly ~~Circuit~~in the United States District Court, ~~Fairfax,~~District ~~Virginia~~of ~~wherein~~Connecticut ~~Kerrigan~~pertaining ~~alleges~~to ~~that~~the purchase itby isIdler ~~owed~~of shares of Vidiation, LLC for $59100,000 ~~for~~in ~~consulting~~2007. Such ~~services~~action ~~rendered~~alleges ~~prior~~various tosecurities ~~our~~law ~~acquisition~~violations, breach of ~~Vidiation~~contract, ~~Inc. Splinternet~~ ~~has~~rescission, ~~been~~fraud ~~added~~and asunjust aenrichment. We ~~defendant~~intend ~~wherein Kerrigan~~to ~~alleges~~defend ~~that~~this ~~Splinternet~~matter ~~Holdings~~vigorously. However, ~~Inc.~~we ~~assumed~~cannot ~~all~~predict ofor estimate the ~~assets and~~timing ~~liabilities~~or ultimate outcome of ~~Vidiation,~~this ~~Inc~~matter.

On February 26, 2009, Vidiation Inc. and Frank O’Connor agreed to settle the dispute. Under the terms of the settlement, Vidiation, Inc. paid $12,000 on February 26, 2009 and $22,000 on May 22, 2009 to Kerrigan. Mr. O’Connor agreed to reimburse Vidiation, Inc. for both payments. In the event that Mr. O’Connor does not reimburse Vidiation, Inc. for either of the two payments to the vendor, Vidiation, Inc. or the Company may satisfy the obligation by withholding funds otherwise due from Vidiation, Inc. or the Company to Mr. O’Connor.

On April 28, 2009, The Idler Company, Inc. (“Idler”) commenced an action against Splinternet Holdings, Inc., Vidiation, Inc., Vidiation, LLC, Frank O’Connor and James C. Ackerly in the United States District Court, District of Connecticut pertaining to the purchase by Idler of shares of Vidiation, LLC for $100,000 in 2007. Such action alleges various securities law violations, breach of contract, rescission, fraud and unjust enrichment. We intend to vigorously defend this matter. However, we cannot predict or estimate the timing or ultimate outcome of this matter.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

In connection with the appointment of Ambassador L. Paul Bremer, III to serve as a member of the Company’s Board of Directors, effective October 10, 2008, the Board has agreed to issue to Ambassador Bremer, or his designee, 1,000,000 shares of our common stock which will vest quarterly over two years ~~with~~ with acceleration of vesting when authorized by the Board of Directors in acknowledgement of extraordinary circumstances or success. As a result, unless accelerated, 125,000 shares will be issued to Ambassador Bremer quarterly and the Company will record non-cash compensation expense for the fair value of shares issued. AThrough March 31, 2010, a total of ~~500~~750,000 shares have been issued ~~to date~~. Of such amount, ~~375~~125,000 were issued in ~~2009.~~the three months ended March 31, 2010. The issuance of these shares of common stock are exempt from registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.

During the ~~second~~three ~~and~~months ~~third~~ended ~~quarters~~March ~~of 2009~~31, we2010 ~~sold~~the Company issued an aggregate of ~~720~~680,000 shares of ~~our~~ common stock to ~~certain~~two ~~investors~~consultants for ~~total~~services ~~gross~~rendered ~~proceeds~~and ~~of $90~~315,000 ~~in a~~ ~~private placement offering to accredited investors only. In connection therewith, the investors received 720,000 warrants exercisable into~~ shares of common stock atto ~~$0.10~~an ~~per~~employee ~~share~~as ~~which~~payment ~~warrants~~for ~~shall~~accrued ~~expire~~compensation inas ~~two~~of ~~years.~~December ~~These securities were sold directly by the Company~~31, ~~without~~2009. The ~~engaging~~issuance ~~in any advertising or general solicitation~~ of ~~any~~these ~~kind~~shares ~~and without payment~~ of ~~underwriting~~ ~~discounts~~common orstock ~~commissions to any person. The securities~~are ~~were~~exempt ~~issued in reliance upon the exemption~~ from registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended~~, and/or Rule 506 thereunder~~.

~~During~~In addition, during the ~~second~~three ~~quarter~~months ofended ~~2009~~March 31, 2010, the Company ~~issued~~sold 500,000 shares of its common stock at $0.05 per share to ~~Frank~~an ~~O’Connor~~accredited ~~for~~investor ~~services~~for ~~rendered~~total ~~500~~proceeds of $25,000 ~~shares~~in ofa ~~common~~private ~~stock~~placement ~~and~~offering. In connection therewith, the investor was also issued a total of 250,000 ~~warrants~~two-year ~~which are~~warrants exercisable ~~into~~for ~~shares~~share of common stock at $0.4010 per share ~~and expire in two years~~. The securities ~~issuance~~were ofissued ~~these~~in ~~securities~~reliance ~~were~~upon ~~exempt~~the exemption from registration ~~requirements~~ pursuant to Section 4(2) of the Securities Act of 1933, as amended., and/or Rule 506 thereunder.

During the third quarter of 2009, the Company issued 1,000,000 shares of common stock to Steven R. Cloyes for certain consulting services. The issuance of these securities were exempt from registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.

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

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)

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)

2825

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)
		DEFENTECT GROUP, INC.
Dated: November 23, 2009	By:	/s/ James C. Ackerly
		(Registrant)
		James C. Ackerly, Chief Executive Officer
Dated: May 19, 2010	By:	/s/ James C. Ackerly
		and President (Principal Executive Officer)
		James C. Ackerly, Chief Executive Officer
Dated: November 23, 2009	By:	/s/ John T. Grippo
		and President (Principal Executive Officer)
		John T. Grippo, Chief Financial Officer
Dated: May 19, 2010	By:	/s/ John T. Grippo
		(Principal Financial Officer)
		John T. Grippo, Chief Financial Officer
		(Principal Financial Officer)

2926

Filing Compare · DEFENTECT GROUP, INC.