UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check one): [ ] Form 10-KSB [X] Form 10-QSB [ ] Form 11-K [ ] Form N-SAR
For Period Ended: December 31, 2007
[ ]Transition Report on Form 10-K and Form KSB
[ ]Transition Report on Form 20-F
[ ]Transition Report on Form 11-K
[ ]Transition Report on Form 10-Q and Form 10-QSB
[ ]Transition Report on Form N-SAR
For the transition period ended _______________________________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: N/A
PART I - REGISTRANT INFORMATION
Full name of registrant: Splinex Technology Inc.
Former name if applicable:
Address of principal executive office (Street and Number):
201 South Biscayne Boulevard, Suite 2804
City, State and Zip Code: Miami, Florida 33131
PART II- RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
[x] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
[x] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q or
subject distribution report on Form 10-D, or portion thereof,
will be filed on or before the fifth calendar day following
the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach Extra Sheets If Needed.)
The Company could not complete the Form 10-QSB within the prescribed time
because the Company's management was unable to complete the review of its
consolidated financial statements by February 14, 2008. The delay could not be
cured without unreasonable effort or expense. The Company represents that the
Form 10-QSB will be filed no later than the 5th day following the date on which
the Form 10-QSB was due.
PART IV- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Curtis Wolfe (305) 913-1611
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Company expects to report net income of approximately $800,000 for the three
months ended December 31, 2007, compared to reported net loss of $139,000 for
the three months ended December 31, 2006. The Company's net income for the three
months ended December 31, 2007 reflects estimated other income of approximately
$850,000 from the settlement of vendor and employment obligations during the
quarter. The results of operations for the three months ended December 31, 2007
have not yet been reviewed by the Company's auditors and are subject to change
based on such review.
In December 2007, Bzinfin agreed to loan Splinex LLC up to $500,000 to lend to
the Company to be used to fund the settlement of certain financial obligations
and the costs of audit and filing financial reports with the SEC. On or about
December 17, 2007, under a Purchase Agreement, 1) certain holders, who had
received shares in the Company as distributions from Splinex LLC, transferred
their ownership of 35,162,334 shares of common stock of the Company to Splinex
LLC for nominal consideration, and 2) Bzinfin and Ener1 Group assigned debt
obligations to Splinex LLC in the amount of $2,805,207 and $845,864,
respectively. Under a Purchase Agreement dated December 17, 2007, TGR Capital
LLC, a Florida limited liability company ("TGR") controlled by a related party,
1) acquired the membership interests in Splinex LLC, thereby giving TGR control
over Splinex LLC, and 2) agreed to repay the Bzinfin loan of $500,000. Under an
Exchange Agreement dated December 18, 2007, the Company agreed to issue
113,500,000 newly issued shares of the Company to Splinex LLC of which 8,500,000
shares will be issued to Bzinfin and 2,125,000 will be issued to Alexander
Malovik in exchange for the Bzinfin and Ener1 Group
notes. The shares will be issued upon the completion of transfer of stockholder
records to a new transfer agent for the Company, which is expected in February
2008. Splinex LLC owned 98,157,334 shares of the Company as of December 17, 2007
after the transfer and will own 201,032,334 shares after the completion of the
Exchange Agreement. The Company had 100,757,769 shares outstanding at December
17, 2007 and will have 214,257,769 shares outstanding after the completion of
the Exchange Agreement. On December 17, 2007, the Company agreed to revised
payment terms related to a termination agreement with its former chief executive
officer. The Company has terminated consulting agreements with Mike Zoi and
Peter Novak, and the consultants have agreed to terminate all previous accrued
consulting payment obligations. As of December 31, 2007, the Company has reached
settlement agreements with substantially the majority of all remaining
creditors.
Splinex Technology Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: February 15, 2008 BY: /s/ Curtis Wolfe
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Curtis Wolfe, General Counsel