8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 30, 2008

SPLINTERNET HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Commission file number 333-134658

Delaware	22-393-8509
(State or other jurisdiction	(I.R.S. Employer
of incorporation)	Identification No.)

535 Connecticut Avenue, 2nd floor
Norwalk, Connecticut	06854
(Address of principal	(Zip Code)
executive offices)

Registrant’s telephone number, including area code: (203) 354-9164

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01Completion of Acquisition or Disposition of Assets.

On April 30, 2008, Splinternet Holdings, Inc. (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., 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, the Company has issued an aggregate of 4,788,179 shares of common stock of the Company to the shareholders of Vidiation, Inc. in exchange for the cancellation of the then outstanding shares of common stock of Vidiation, Inc. As a result, the former shareholders of Vidiation, Inc. now own 7.8% of the total issued and outstanding shares of common stock of the Company.

Vidiation, Inc. is a newly-formed radiation detection marketing company, which has acquired certain assets held by Vidiation, LLC. Both Vidiation, Inc. and Vidiation, LLC are companies controlled by Frank O’Connor, who will remain President of Vidiation, Inc. In December 2007, the Company and Vidiation, LLC entered into Value-Added Reseller Agreements pursuant to which each company appointed the other an authorized, non-exclusive value-added reseller and channel or alliance partner of each other’s radiation detection products.

Subsequent to the signing of the Vidiation Merger Agreement and prior to the closing, the Company made three loans to Vidiation, Inc. in the aggregate principal amount of $165,000 which loans are due on demand together with interest at a rate of 6.0% per annum (the “Vidiation Loans”). Repayment of the Vidiation Loans was personally guaranteed by Frank O’Connor. On April 30, 2008, and in connection with the closing, the parties executed a supplemental closing agreement whereby, among other things, (i) the parties acknowledged that the Vidiation Loans shall not be extinguished as a result of the transaction consummated under the Vidiation Merger Agreement, and (ii) Vidiation, Inc. and Frank O’Connor reaffirmed and acknowledged their continuing obligation under the Vidiation Loans. In addition, both Vidiation, Inc. and Frank O’Connor agreed to indemnify the Company with respect to any of the then existing liabilities of Vidiation, Inc.

Other than in respect of the aforesaid agreements and otherwise as described above, there is no material relationship between the Company and its affiliates and Vidiation, Inc.

Item 9.01 Financial Statements and Exhibits.

Financial statements and pro forma financial information:

Any financial statements and/or pro forma financial information required to be filed pursuant to this item will be filed by amendment not later than 71 days following the due date of this report.

Exhibits:

10.1	Agreement and Plan of Merger dated as of February 7, 2008 among Splinternet Holdings, Inc., Splinternet Merger Sub I, Inc. and Vidiation, Inc. (filed as an exhibit to the Company’s Current Report on Form 8-K filed on February 12, 2008, and incorporated by reference herein)
99.1	Press Release dated April 30, 2008

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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 hereunto duly authorized.

	SPLINTERNET HOLDINGS, INC.
	(Registrant)
Dated: April 30, 2008	By:      /s/ James C. Ackerly
	Name: James C. Ackerly
	Title:   Chief Executive Officer and President

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EX-99.1

Splinternet Expands Its Holdings in Anti-Terrorism Market By Acquiring Vidiation, Inc.

Splinternet’s Integrated Unattended Sensor Network Detects Radiological Threats Alerting Authorities to Dirty Bombs

Norwalk, CT - April 30, 2008: Splinternet Holdings, Inc., (OTC BB: SLNH.OB) announced today that it has closed its acquisition of privately-held Vidiation, Inc., a development-stage radiation detection marketing company whose team of experts will help to implement the commercialization of Splinternet’s proven radiation detection architecture and alert system, DefenTect™.

Illinois-based Vidiation, Inc., was formed in 2006 to market advanced homeland security technologies as a defense against the worldwide threat of terrorism. Previously, Vidiation and Splinternet had cross-reseller agreements for radiation detection technologies. The companies are committed to creating a critical part of the protection network against radiological terrorism.

Splinternet’s DefenTect™ gamma radiation detection system integrates a wide-area pervasive grid of sensors, networked via IP, and a Web-enabled management and messaging system. When high-energy gamma rays from dirty bomb substances interact with Splinternet’s GammaTect™ sensors, proprietary algorithms analyze the data and alert authorities to radiation that may pose a security threat.

“Vidiation and Splinternet are dedicated to developing integrated protection systems to thwart illegal transport of radiological source material,” said James Ackerly, CEO of Splinternet. “By working together, next generation radiological detection systems will be accelerated to market.”

The U.S. regards the prospect of a radiological terrorist attack to be one of its most serious security challenges, according to homeland security experts, Civitas. The availability of a wide range of radioactive materials commonly used in industry potentially provides attackers with increased opportunity to build radiological dispersal devices (RDDs).

Cesium-137, commonly used for treatment in hospitals, or Cobalt-60, used to irradiate food, can be turned into terrorist weapons causing drastic economic, psychological and sociological devastation. DefenTect™ can be deployed in hospitals, at transit sites, seaports, government buildings, package handling facilities, entertainment centers and border crossings to defend against unlawful possession or transport of source materials and ultimately acts of terrorism using radioactive materials.

About Splinternet Holdings, Inc.

Splinternet Holdings, Inc., based in Norwalk, CT, is a company whose wholly-owned subsidiaries are Vidiation, Inc., and Splinternet Communications, Inc. Splinternet Communications is a developer of products, services and marketing strategies centered around opportunities in Internet communications. Vidiation, Inc.,(www.vidiation.com) is a homeland security technology firm marketing radiation detection systems that detect threat level radioactive materials used in the manufacture of dirty bombs and other terrorist devices. Splinternet Holdings is actively seeking investment opportunities in private and publicly-held businesses with strategic technology and market fit which would benefit from using web-based communications. Splinternet is publicly traded (OTC BB: SLNH.OB). For more information on Splinternet go to www.splinter.net

Contact:

Laura Wessner/Vice President of Corporate Development

SplinternetHoldings, Inc.

203-354-9164

lw@splinter.net