SearchPath International 10-Q Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q (Mark One)

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

For the quarterly period ended         March 31, 2009    or

[ ] 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:                                                      000-53277                                            

SearchPath International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-3171966
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

1350 Euclid Avenue, Suite 325, Cleveland, Ohio		44115
(Address of principal executive offices)		(Zip code)
	(216) 912-1500
	Registrant’s telephone number,including area code

(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.__X__YES         ____ NO

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

Large accelerated filer ___                                                                                Accelerated filer ___

Non-accelerated filer ___ (Do not check if a smaller reporting company)                                                                                                      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  X NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

YES         NO

SEC 1296 (02-08) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date.

As of May 14, 2009, 22,988,000 shares of the issuer’s common stock were issued and outstanding.

INDEX

				Page No.
PART I. FINANCIAL INFORMATION
	Item 1 – Financial Statements
		Balance Sheets		1
			Statements of Operations & Accumulated Deficit	3
			Statements of Cash Flows	5
			Notes to Financial Statements	6
	Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations			13
	Item 3 – Quantitative and Qualitative Disclosures About Market Risk			19
	Item 4T – Controls and Procedures			19
PART II. OTHER INFORMATION
	Item 1 – Legal Proceedings			20
	Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds			20
	Item 3 – Defaults Upon Senior Securities			20
	Item 4 – Submission of Matters to a Vote of Security Holders			20
	Item 5 – Other Information			20
	Item 6 – Exhibits			20
	Signatures			21

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SearchPath International, Inc.

Balance Sheets

ASSETS
		March 31, 2009 (Unaudited)	June 30, 2008 (Unaudited)
CURRENT ASSETS
	Cash	$         10,575	$      13,654
	Accounts receivable	84,788	47,500
	Other receivables	615	11,401
	Notes receivable	242,900	446,244
	Prepaid expenses	22,931	34,956
		361,809	553,755
PROPERTY AND EQUIPMENT - AT COST
	Furniture and equipment	17,887	17,887
	Less: Accumulated depreciation	(11,103)	(8,122)
		6,784	9,765
OTHER ASSETS
	Intangibles - net	1,628	6,135
	Notes receivable - net	319,761	188,786
	Deferred tax benefit	94,300	94,300
		415,689	289,221
		$     784,282	$    852,741

Page 1

LIABILITIES
			March 31, 2009 (Unaudited)	June 30, 2008 (Unaudited)
CURRENT LIABILITIES
	Current portion of long-term debt		$     34,077	$      82,384
	Accounts payable		210,817	141,426
	Accrued expenses		714,012	497,777
	Convertible debt		621,744	591,744
	Due to related parties		164,736	29,210
			1,745,386	1,342,541
LONG-TERM DEBT			63,584	63,584
			1,808,970	1,406,125
SHAREHOLDERS' DEFICIT
COMMON STOCK
	$0.01 par value
	Authorized	100,000,000 shares
	Issued and outstanding	22,988,000 shares	240,480	195,480
ACCUMULATED DEFICIT			(1,265,168)	(748,864)
			(1,024,688)	(553,384)
			$   784,282	$    852,741

The accompanying notes are an integral part of these financial statements.

Page 2

SearchPath International, Inc.

Statements of Operations and Accumulated Deficit

Three months ended March 31, 2009 and March 31, 2008

		2009				2008
			PERCENTAGE OF				PERCENTAGE OF
			NET REVENUES				NET REVENUES
REVENUES - NET
	Franchise fees	$    76,725		44.2	%	$   198,044		69.0	%
	Other	96,707		55.8		88,982		31.0
		173,432		100.0		287,026		100.0
COST OF SALES		16,547		9.5		38,647		13.5
GROSS PROFIT		156,885		90.5		248,379		86.5
OPERATING EXPENSES		279,341		161.1		249,187		86.8
LOSS FROM OPERATIONS		(122,456)		(70.6)		(808)		(0.3)
OTHER INCOME (EXPENSE)
	Interest expense	(14,112)		(8.1)		(20,695)		(7.2)
	Interest income	256		0.1		25,774		9.0
		(13,856)		(8.0)		5,079		1.8
NET INCOME (LOSS) BEFORE
	PROVISION FOR INCOME
	TAXES	(136,312)		(78.6)		4,271		1.5
PROVISION FOR INCOME
	TAXES	-				-
NET INCOME (LOSS)		(136,312)		(78.6)	%	4,271		1.5	%
ACCUMULATED DEFICIT -
	BEGINNING OF
	PERIOD	(1,128,856)				(536,440)
								��
ACCUMULATED DEFICIT -
	END OF PERIOD	$  (1,265,168)				$  (532,169)
	NET LOSS PER COMMON SHARE (BASIC AND DILUTED)	(0.0063)				(0.0002)
	WEIGHTED AVERAGE NUMBER OF COMMON SHARES	21,336,315				18,964,667

The accompanying notes are an integral part of these financial statements.

Page 3

SearchPath International, Inc.

Statements of Operations and Accumulated Deficit

Nine months ended March 31, 2009 and March 31, 2008

		2009				2008
			PERCENTAGE OF				PERCENTAGE OF
			NET REVENUES				NET REVENUES
REVENUES - NET
	Franchise fees	$   244,725		45.0	%	$  440,312		44.3	%
	Other	299,689		55.0		554,663		55.7
		544,414		100.0		994,975		100.0
COST OF SALES		112,361		20.6		293,407		29.5
GROSS PROFIT		432,053		79.4		701,568		70.5
OPERATING EXPENSES		882,567		162.1		910,208		91.5
LOSS FROM OPERATIONS		(450,514)		(82.7)		(208,640)		(21.0)
OTHER INCOME (EXPENSE)
	Interest expense	(68,566)		(12.6)		(51,274)		(5.1)
	Interest income	2,776		0.5		25,774		2.6
		(65,790)		(12.1)		(25,500)		(2.5)
NET LOSS BEFORE
	PROVISION FOR INCOME
	TAXES	(516,304)		(94.8)		(234,140)		(23.5)
PROVISION FOR INCOME
	TAXES	-		-		-		-
NET LOSS		(516,304)		(94.8)	%	(234,140)		(23.5)	%
ACCUMULATED DEFICIT -
	BEGINNING OF
	PERIOD	(748,864)				(298,029)
ACCUMULATED DEFICIT -
	END OF PERIOD	$   (1,265,168)				$  (532,169)
	NET LOSS PER COMMON SHARE (BASIC AND DILUTED)	(0.026)				(0.012)
	WEIGHTED AVERAGE NUMBER OF COMMON SHARES	21,336,315				18,964,667

The accompanying notes are an integral part of these financial statements.

Page 4

SearchPath International, Inc.

Statements of Cash Flows

Nine months ended March 31, 2009 and March 31, 2008

				2009	2008
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss			$  (516,304)	$  (234,140)
	Adjustments to reconcile net loss to net cash
		used in operating activities:
		Add back items not affecting cash:
			Depreciation and amortization	7,488	6,806
			Bad debts	33,768	30,900
		Cash provided by (used in) changes in the following items:
			(Increase) decrease in accounts receivable	(37,288)	11,813
			Decrease in other receivables	10,786	3,743
			(Increase) decrease in prepaid expenses	12,025	(30,899)
			Increase (decrease) in accounts payable	163,230	(36,923)
			Increase in accrued expenses	216,235	185,446
		Net cash used in operating activities		(110,060)	(63,254)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property and equipment			-	(3,290)
	Acquisition of intangibles			-	(1,735)
	Issuance of notes receivable			(130,975)	(257,111)
	Collection of notes receivable			75,737	-
		Net cash used in investing activities		(55,238)	(262,136)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Increase in due to related parties			135,526	101,499
	Proceeds from convertible debt			75,000	148,294
	Proceeds from long-term debt			-	79,070
	Repayments of long-term debt			(48,307)	-
		Net cash provided by financing activities		162,219	328,863
NET INCREASE (DECREASE) IN CASH				(3,079)	3,473
CASH - BEGINNING OF PERIOD				13,654	8,007
CASH - END OF PERIOD				$  10,575	$       11,480

The accompanying notes are an integral part of these financial statements.

Page 5

SearchPath International, Inc.

Notes to Financial Statements

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

SearchPath International, Inc. (the Company) is a franchisor of search and recruitment franchises.  The franchisor and franchises’ primary focus is full time permanent placement of managerial, sales, professional and executive level positions in all industries and locations.  The Company sold seven franchises and sixteen franchises during the nine months ended March 31, 2009 and March 31, 2008, respectively.

Basis of Presentation

We have prepared the accompanying unaudited financial statements of the Company on the same basis as our annual financial statements.

Interim Financial Statements

The interim financial statements are unaudited. In the opinion of management, these financial statements reflect all adjustments, which are of a normal recurring nature, necessary for presentation of financial statements for the interim periods in accordance with GAAP and with the instructions to Form 10-Q in Article 10 of Regulation S-X.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and trade accounts receivable. The Company invests its cash balances through high-credit quality financial institutions. From time to time, the Company maintains bank account levels in excess of FDIC insurance limits. If the financial institutions in which the Company has its accounts have financial difficulties, the Company’s cash balances could be at risk.

Revenue Recognition

Franchise agreements have terms ranging from five to ten years.  These agreements also include extension terms of five years, depending on contract terms and if certain conditions are met.  The Company provides the use of the SearchPath trademarks, training and education, pre-opening assistance and operational assistance in exchange for franchise fees, royalty fees ranging from 3% to 7% of placement revenue and advertising fees of .75% of placement revenue.

The Company recognizes revenues from the sale of franchises upon substantial performance by the Company of all material conditions relating to the initial fee.  Royalty and advertising fees are recognized as revenue when the franchisee recognizes the placement.  Placement fees are recognized when the placement is made by the Company.

Page 6

Net Loss per Share

Basic loss per share is calculated by dividing net loss by the Company’s weighted average common shares outstanding during the period. Diluted net loss per share reflects the potential dilution to basic earnings per share that could occur upon conversion or exercise of securities, options or other such items to common shares using the treasury stock method, based upon the company’s weighted average fair value of the common shares during the period. For each period presented, basic and diluted loss per share amounts are identical as the effect of potential common shares is antidilutive.

Cash and Cash Equivalents

The Company considers all highly liquid investments with insignificant interest rate risk and original maturities of three months or less from the date of purchase to be cash equivalents. The carrying amounts of cash and cash equivalents approximate their fair values. The Company maintains cash and cash equivalents balances at certain financial institutions in excess of amounts insured by federal agencies. Management does not believe that as a result of this concentration, it is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships.  At March 31, 2009, the Company did not have any investments that would be considered cash equivalents.

Accounts Receivable

Accounts receivable are generally due within 30 days and are stated at amounts due from customers, net of an allowance for doubtful accounts.  Accounts outstanding longer than the contractual payment terms are considered past due.  The Company determines its allowance by considering a number of factors, including the length of time trade accounts are past due, the Company’s previous loss history, the customer’s current ability to pay its obligations to the Company, and the condition of the general economy and industry as a whole.  The Company writes off accounts receivable when they become uncollectible.

Notes Receivable

Notes receivable are stated at fair value, net of an allowance for uncollectible accounts.  The fair value of the notes receivable is estimated by discounting future cash flows using the mid-term applicable federal rate at March 31, 2009 and June 30, 2008, respectively, unless the note includes a reasonably stated rate in the terms.  The Company determines its allowance based on payment history, length of time outstanding and previous history with the franchisee.  The Company writes off notes when they become uncollectible.  At March 31, 2009 and June 30, 2008, the allowance for uncollectible notes receivable totaled $171,000 and $180,200, respectively.

Property and Equipment

Depreciation of property and equipment is provided by use of the straight-line method over the following estimated useful lives of the assets:

Furniture and equipment 5 - 10  years

Advertising

Advertising and promotional costs are expensed as incurred.  No advertising and promotional expenses were incurred during the three months ended March 31, 2009 and 2008, and $0 and $500 were incurred for the nine months ended March 31, 2009 and 2008, respectively.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of deferred taxes.  Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Page 7

Recent Accounting Pronouncements

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes”. FIN 48 describes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. Therefore, FIN 48 was effective for the Company beginning October 1, 2007. The cumulative effect of adopting FIN 48 had no effect on the Company’s financial position or results of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements” which provides a definition of fair value, establishes a framework for measuring fair value and requires expanded disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those years. The provisions of SFAS No. 157 are applied prospectively and had no effect on the Company’s financial position or 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 permits entities to choose to measure certain financial instruments and other items at fair value. Under SFAS No. 159, the decision to measure items at fair value is made at specified election dates on an irrevocable instrument-by-instrument basis. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. This standard had no effect on the Company’s financial position or results of operations. 

In December 2007, the FASB issued SFAS No. 141R (revised 2007), “Business Combinations,” replacing SFAS No. 141. SFAS No. 141R changes or clarifies the acquisition method of accounting for acquired contingencies, transaction costs, step acquisitions, restructuring costs and other major areas affecting how the acquirer recognizes and measures the assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree. In addition, this pronouncement amends previous interpretations of intangible asset accounting by requiring the capitalization of in-process research and development and proscribing impacts to current income tax expense (rather than a reduction to goodwill) for changes in deferred tax benefits related to a business combination. Statement No. 141R is effective for fiscal years beginning after December 15, 2008. Generally, the effect of Statement No. 141R on the Company’s financial position or results of operations will depend on future acquisitions.

In December 2007, the FASB issued FASB Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB 51.” Statement No. 160 requires the recognition of a noncontrolling interest as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. Statement No. 160 is effective for fiscal years beginning after December 15, 2008. The Company has not yet determined the effect on the Company’s financial position or results of operations of complying with the provisions of Statement No. 160.

In March 2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” Statement No. 161 establishes guidelines to report how derivative and hedging activities affect an entity’s financial position, financial performance and cash flows. Statement No. 161 is effective for fiscal years beginning after November 15, 2008. The Company has not yet determined the effect, if any, that Statement No. 161 will have on the Company’s disclosures regarding derivatives and hedging activities.

Page 8

2.      NOTES RECEIVABLE

Notes receivable consist of the following:						March 31,		June 30,
						2009		2008
	Notes due from franchisees, bearing interest with rates
		ranging between 10.00% - 19.75%, with maturity dates
		through February 28, 2012, secured by all business
		assets of the franchisees			$	324,396	$	303,905
	Various notes due from franchisees, with imputed interest at
		2.97% at March 31, 2009, and various maturity dates
		through June 30, 2017, secured by all business assets of				409,265		511,325
		the franchisees				733,661		815,230
	Less: Allowance for potentially uncollectible principal					(171,000)		(180,200)
	Less: Current portion					(242,900)		(446,244)
					$	319,761	$	188,786
Future principal payments on the notes receivable are as follows:
		YEAR ENDING
		MARCH 31,
		2009	$	133,041
		2010		108,942
		2011		21,857
		2012		17,466
		Thereafter		38,455
			$	319,761

3.      INTANGIBLE ASSETS

Intangible assets, consisting of software, at March 31, 2009 and June 30, 2008 totaled:

				Accumulated		Net Book
		Cost		Amortization		Value
March 31, 2009	$	18,028	$	16,400	$	1,628
June 30, 2008	$	18,028	$	11,893	$	6,155

Amortization of software is provided by use of the straight-line method over 3 years.  Amortization expense totaled $1,502 and $1,508 for the three months ended March 31, 2009 and 2008, respectively, and $4,507 and $4,507 for the nine months ended March 31, 2009 and March 31, 2008, respectively.

Page 9

Future amortization expense is as follows:

		YEAR ENDING MARCH 31,
2009	$	1,339
2010		289
	$	1,628

4.      RELATED PARTY TRANSACTIONS

At March 31, 2009 and June 30, 2008, due to related party represents amounts payable to a related party for various shared expenses, including rent, utilities, payroll and insurance.  Shared expenses totaled $0 and $1,116 for the three months ended March 31, 2009 and 2008, respectively, and $882 and $2,733 for the nine months ended March 31, 2009 and March 31, 2008, respectively.  In addition, the related party paid royalties and advertising fees to the Company in the amount of $0 and $1,744 for the three months ended March 31, 2009 and 2008, respectively, and $0 and $3,975 for the nine months ended March 31, 2009 and March 31, 2008, respectively.  The amounts above totaling $0 for both shared expenses and royalty payments is attributed to the related party having no employees during this time period.

5.      CONVERTIBLE DEBT

Durng the fiscal year ended June 30, 2006, the Company issued $273,450 of convertible debt.  The Company repaid $5,000 of the convertible debt during fiscal year ended June 30, 2007. During fiscal year ended June 30, 2008, the Company raised $323,294 of additional convertible debt for a total balance of $591,744 at June 30, 2008.  During the fiscal quarter ended September 30, 2008, the Company raised $75,000 of additional convertible debt for a total balance of $666,744 at September 30, 2008.   No additional capital was raised through convertible debt as of March 31, 2009; however, a note holder converted $45,000 of debt into three million shares of equity during the quarter ended March 31, 2009.

The debt can be converted into 3,563,090 shares of common stock on the earliest of the 30th day of the onset of public trading or the initial maturity date of the note, which was October 30, 2006 for the first note issued.  In the event the Company does not redeem the notes in their entirety as of 540 days subsequent to the date of the note, April 30, 2007 for the first note issued, and the Company has not achieved public trading status, the holders shall have put rights to the Company for the unredeemed portion of the outstanding note, plus any accrued and unpaid interest.  As of the date of the financial statements, one holder has exercised his put right on the notes.  The holder has not been paid, and as a result he could file a judgment against the Company.  The debt accrues interest at an annual rate of 10%, which increased for a portion of the notes to 18% in March 2007.  At December 31, 2008 and June 30, 2008, accrued interest on the convertible debt totaled $168,544 and $114,716, respectively.  The accrued interest is recorded as an accrued expense on the accompanying balance sheets.

Page 10

6.      LONG-TERM DEBT

Long-term debt consisted of the following:

		March 31, 2009		June 30, 2008
Note payable in monthly installments of $2,000 through      November 2008, and $7,120 in December 2008,       including interest at 7.5%	$	-	$	16,674
Note payable in monthly installments of $500 through      November 2008, and $1,000 through June 2012,      including interest at 7.5%		37,791		39,822
Note payable in monthly installments of $2,200 in July      2008, $3,000 through November 2008, and $5,537 in      December 2008, including interest at 9.25%. $5,495      plus interest still due		5,495		19,153
Note payable in monthly installments of $2,000 through      June 2009, including interest at 6.99%		15,956		23,475
Non-interest bearing loan payable to franchisee, 5.75%      of royalty and advertising fees the Company earns will      offset the principle balance owed to the franchisee		38,419		46,844
		97,661		145,968
Less:  Current portion		(34,077)		(82,384)
	$	63,584	$	63,584

Page 11

7.           COMMITMENTS

Leases

The Company leases equipment under operating lease agreements.  Total lease expense amounted to $3,963 and $3,154 for the three months ended March 31, 2009 and 2008, respectively, and $9,509 and $10,643 for the nine months ended March 31, 2009 and 2008, respectively.

Future annual minimum payments under the agreements having remaining terms in excess of one year are as follows:

YEAR ENDING
MARCH 31,
2009	$	9,648
2010		11,769
2011		7,070
	$	28,487

The Company leases its office under an operating lease which expires in July 2011.  Rent expense amounted to $22,529 and $15,362 for the three months ended March 31, 2008 and 2009, respectively, and $62,918 and $52,969 for the nine months ended March 31, 2009 and 2008, respectively.  Minimum annual rentals under the remaining lease term are as follows:

YEAR ENDING
MARCH 31,
2009	$	67,600
2010		91,200
2011		91,200
	$	250,000

The current lease expires July 30, 2011, and it is the intention of the Company to remain in this space.

8.           SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

NON-CASH FINANCING ACTIVITIES:

The Company assigned $127,608 of notes receivable to a professional services firm in exchange for payment of $93,839 of outstanding invoices.  The remaining $33,768 was charged to bad debt expense.

The Company converted debt notes of $45,000 into three million shares of common stock.

Page 12

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

References in this Form 10-Q to the “Company,” “SPI,” “we,” “our” or “us” means SearchPath International, Inc., except where the context otherwise indicates. This Form 10-Q contains forward-looking statements within the meaning of that term in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Additional written or oral forward-looking statements may be made by us from time to time, in filings with the Securities and Exchange Commission or otherwise. Statements contained herein that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions described above. Forward-looking statements may include, but are not limited to, projections of revenues, income or losses, capital expenditures, plans for future operations, the elimination of losses under certain programs, financing needs or plans, compliance with financial covenants in loan agreements, plans for sales or acquisitions of assets or businesses, plans relating to our products or services, assessments of materiality, predictions of future events and the effects of pending and possible litigation, as well as assumptions relating to the foregoing. In addition, when used in this discussion, the words “anticipates”, “estimates”, “expects”, “intends”, “believes”, “plans” and variations thereof and similar expressions are intended to identify forward-looking statements.

Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified based on current expectations. Consequently, future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements contained herein. Statements in Quarterly Reports, particularly in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes to Financial Statements, describe factors, among others, that could contribute to or cause such differences. Other factors that could contribute to or cause such differences include, but are not limited to, unanticipated increases in operating costs, labor disputes, failure to properly integrate acquisitions, capital requirements, increases in borrowing costs, product demand, pricing, market acceptance, intellectual property rights and litigation, risks in product and technology development and other risk factors detailed in our Securities and Exchange Commission filings.

Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which speak only as of the date hereof. We undertake no obligation to publicly release the result of any revisions of these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unexpected events. There are inherent risks and uncertainties and the following discussion of results of operations and financial condition should be read in conjunction with our financial statements and the accompanying notes included herein.

Summary of Our Business

SPI was incorporated in the State of Delaware on June 30, 2005.  The Company is a franchisor of talent acquisition services.  As of May 5, 2009, the Company has signed on 73 franchises; however, the Company has recently been restricted from selling any further franchises in many states because it has not completed its fiscal 2008 year end audit, as required by a majority of states, due to financial constraints.  This will likely have an adverse impact on future revenue and growth until the required audit is finished.

Talent acquisition services are a relatively new concept in the human capital industry that include any and all services related to the identification, qualification, acquisition and retention of human capital.  The Company was created by the owner and founder of Pathfinder Search Partners of Cleveland, Inc. (“Pathfinder”).  Pathfinder, an Ohio corporation incorporated in 1998 as Sales Consultants of Shaker Heights, Inc., is an executive recruiting firm focusing on the permanent placement of personnel services.  Pathfinder is currently a franchisee of SearchPath International, and does business under the name “SearchPath of Cleveland Uptown”.

Upon establishing our Corporate headquarters in Cleveland, Ohio in 2005, SPI began offering and selling franchises to expand its presence in the U.S.  The Company platform focuses on a “client-centric” set of service offerings that strives to be highly responsive to the ever-changing demands of today’s human capital market. This client focused mindset allows us to tailor each and every project to the specific needs and business line of our clients.

Page 13

Our organization was founded and is led by driven, focused, highly successful recruiting and franchising professionals that bring dynamic, innovative ideas and proven track records of success to the SPI platform. Our goal is to continually introduce new concepts that help franchisees focus on long-term client and candidate retention, which drives revenue and keeps us competitive with our industry counterparts.

In conjunction with the evolution of the franchisor model, three primary sources of revenues are generated by the Company.  The Company recognizes revenues from the sale of franchises upon substantial performance by the Company of all material conditions relating to the initial fee.  Royalty and advertising fees are recognized as revenue when the franchisee recognizes the placement.  Placement fees are recognized when the placement is made by the Company.

Currently, the revenues generated from royalty and advertising fees are not sufficient to fund the operations of the Company.  Therefore, the Company is highly focused on franchise sales to increase its franchisee base and achieve critical mass to fund operations of the Company.  In conjunction with the franchise sales efforts, the Company is also focused on Corporate fees to fund the operations of the Company.

The Company will continue our aggressive pursuit of new franchises through its current resources.  Additionally, the Company intends to engage independent franchise brokers and employ additional Corporate staff to help facilitate rapid franchise growth.  Incentive plans have been offered to our existing franchise owners to support the franchise sales efforts.  The Company is also exploring new financing partners to provide a wide variety of financing options to the franchisee that will increase the number of qualified franchisee candidates and increase cash received by the Company at the time of close for franchise sales.  Note, however, as mentioned above, the Company has recently been restricted from selling any further franchises in many states because it has not completed its fiscal 2008 year end audit, as required by a majority of states, due to financial constraints.

As we continue to move forward, our primary focus is to increase royalty and advertising revenues from existing franchisees.  As of December 2008, we have revamped our training and coaching programs which have commenced in January 2009 to assist in increasing placement activities of our existing franchisees and foster organic growth within the Company.

The Company has increased and will continue to focus on Corporate revenue generating activities through the addition of a variably-compensated full-time, committed resource to focus on Corporate placement activities including talent acquisition, business development and create a national accounts program in the future.  Additionally, we intend to combine current execution expertise at SPI Corporate with the existing centralized research program to create a new revenue generating unit within the Company in 2009.  For a fixed or variably-based fee, this unit will assist all SPI franchisee offices with candidate identification and assist in placements.

Liquidity and Capital Resources

Our principal sources of liquidity consist of cash and cash equivalents, cash generated from operations and borrowing from various sources primarily private investors and vendor payment deferrals. No additional net proceeds from convertible debentures were received in the March quarter; however we are actively pursuing this avenue. At March 31, 2009, our cash totaled $10,575 and we had a working capital deficit of $1,400,541.

The Company's existence is dependent on management's ability to develop profitable operations and resolve the Company's liquidity problems. In order to improve the Company's liquidity, management is actively pursuing additional equity and debt financing through discussions with investment bankers and private investors. There can be no assurance that the Company will be successful in its efforts to raise additional financing. If successful in completing this financing, we may not be able to do so on terms that are not excessively dilutive to our existing stockholders or less costly than existing sources of financing. Failure to secure additional financing in a timely manner and on favorable terms if and when needed in the future will have a material adverse effect on our financial performance, balance sheet and stock price and require us to implement cost reduction initiatives and curtail operations.

Page 14

The following table sets forth our cash flows for nine month period ending:

	MARCH 31, 2009		MARCH 31,  2008
Provided by (used in)
Operating activities	$	(110,060)	$	(63,254)
Investing activities		(55,238)		(262,136)
Financing activities		162,219		328,863
	$	(3,079)	$	3,473

Cash Flows From Operations

Our cash flows from operations include cash received from placement fees, recurring royalties and advertising fees, and franchise fees received.  Cash used in operations include monthly operating expenses, the largest being salaries expense well exceeding over 50% of total operating expenses.  Cash used in operations increased $46,806 to $110,060 from the prior period.  This increase is primarily due to a decrease in accounts payable and accrued expenses as we continue to pay off debt and the assignment of certain notes receivable.

Investing Activities

Cash used in investing activities is used for operations as well as equipment costs and software.  Cash from investing activities is collections on promissory notes for franchise fees that were financed up front by the Company offset by the issuance of new promissory notes.  Cash flows used in investing activities decreased $206,898 to $55,238 primarily due to collections and assignment of certain of notes receivable.

Financing Activities

Cash flows from financing activities include cash proceeds from stock issuance and convertible note offerings and other cash received from related parties and used to pay operating expenses.  Cash flows from financing activities decreased $166,644 to $162,219 from the prior period.  This substantial decrease is due to $73,294 less in convertible debt, no current year proceeds from long-term debt, and repayments made on long-term debt.

Page 15

Results of Operations

Results of operations for the nine months ended March 31, 2009 compared to nine months ended March 31, 2008.

(UNAUDITED)

	MARCH 31, 2009			MARCH 31, 2008			Change ($)			Change (%)
Revenues
Franchise fee income	$	244,725		$	440,312		$	(195,587	)		(44)	%
Royalties & advertising fees		197,748			187,731			10,017			5	%
Other		101,941			366,932			(264,991	)		(72)	%
Total revenues		544,414			994,975			(450,561	)		(45)	%
Cost of revenues		112,361			293,407			(181,046	)		(62)	%
Gross profit		432,053			701,568			(269,515	)		(38)	%
Margin%		79%			71%
Operating expenses:
Compensation expense		459,277			570,322			(111,045	)		(19)	%
Other general and administrative		100,121			80,797			19,324			24	%
Professional fees		139,573			80,144			59,429			74	%
Facilities		90,251			75,098			15,153			20	%
Reimbursable expenses		46,719			58,300			(11,581	)		(20)	%
Bad Debt		33,768			30,900			2,868			9	%
Marketing & conferences		12,858			14,647			(1,789	)		(12)	%
Total operating expenses		882,567			910,208			(27,641	)		(3)	%
Operating loss		(450,514	)		(208,640	)		(241,874	)		116	%
Interest expense		(68,566	)		(51,274	)		(17,292	)		34	%
Interest income		2,776			25,774			(22,998	)		(89)	%
Net loss	$	(516,304	)	$	(234,140	)	$	(282,164	)		121	%

Page 16

Income

In 2009, franchise fee revenues decreased by $195,587 to $244,725, a 44% reduction compared to the comparable period in 2008. The change is attributable to the decrease in sales by eight franchises.  Fifteen franchises were sold in 2008 compared to only seven being sold in this period in 2009.  However a good portion of the fifteen sold in the 2008 period had been substantially reduced due to acknowledging prior agreements.

Royalties and advertising fee income increased $10,017 despite a slower economy.  We believe this to be attributed to our franchisees becoming more proficient in their recruiting skills and several of the newer franchises joining the Company are assisting in the increase of royalties.  Note that there was an increase even though one franchise who had contributed substantially to royalties during the 2008 period had left by the 2009 period.

Other income decreased by $264,991 to $101,941.  Other income consists primarily of internal placements by the CEO.  This decrease is due to his redirection on the franchise side of the business versus personal recruiting production.

Cost of Revenues

Cost of revenues decreased by $181,046 to $112,361.  This decrease is relatively proportional to the decrease in placement fees due to the CEO focusing on franchise development and a portion of the decrease is due to less external franchise sales referrals, less commissions were paid because there were fewer placements made.

Operating Expenses

Compensation expense has decreased approximately 19% to $459,277.  One individual was terminated in November and two in December, thus decreasing the overall compensation expense.

Other general and administrative expenses increased $19,324 to $100,121 a 24% increase, the largest increase is in expenses related to taking the company public.

Professional fees saw an increase of $59,429 to $139,573 due to the expenses incurred with a public offering.

Facilities expense saw only a 20% increase to $90,251 primarily due to a small increase in office rental fees which is based on a sliding scale.

Reimbursable expenses decreased $11,581, a 20% decrease due to controlling travel costs and a reduction in staff.

Bad debt expense increased $2,868 to $33,768 a 9% increase; and marketing and conferences expense  decreased $1,789 to $12,858, a 12% decrease.

Interest Expense

Interest expense increased $17,292 to $68,566, a 34% increase primarily due to the issuance of additional notes during this time period, and additional interest on promissory notes.

Page 17

Interest Income

Total interest income earned on outstanding franchise fees notes receivables decreased 89% from $25,774 to $2,776.  The $2,776 is the more traditional amount expected.  Due to accounting adjustments in the prior period there was a substantial increase in this area.  This number is expected to begin increasing due to charging monthly interest on unpaid principal balances for all franchises financed through the Company effective July, 2007.

Revenue Recognition

Franchise agreements have terms ranging from five to ten years.  These agreements also include extension terms of five years, depending on contract terms and if certain conditions are met.  The Company provides the use of the SearchPath trademarks, training, pre-opening assistance and operational assistance in exchange for franchise fees, royalty fees ranging from 3% to 7% of placement revenue, and advertising fees of .75% of placement revenue.

The Company recognizes revenues from the sale of franchises upon substantial performance by the Company of all material conditions relating to the initial fee.  Royalty and advertising fees are recognized as revenue when the franchisee recognizes the placement.  Placement fees are recognized when the placement is made by the Company.

Accounts Receivable

Accounts receivable are generally due within 30 days and are stated at amounts due from customers, net of an allowance for doubtful accounts.  Accounts outstanding longer than the contractual payment terms are considered past due.  The Company determines its allowance by considering a number of factors, including the length of time trade accounts are past due, the Company’s previous loss history, the customer’s current ability to pay its obligations to the Company, and the condition of the general economy and industry as a whole.  The Company writes off accounts receivable when they become uncollectible.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of deferred taxes.  Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Notes Receivable

Notes receivable are stated at fair value, net of an allowance for uncollectible accounts.  The fair value of the notes receivable is estimated by discounting future cash flows using the mid-term applicable federal rate at date of financials.  The Company determines its allowance based on payment history, length of time outstanding and previous history with the franchisee.  The Company writes off notes when they become uncollectible.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.  The Company has no interests in or relationships with any special purpose entities or variable interest entities.

Page 18

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required for Smaller Reporting Companies

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”) Rule 13a-15(e)) as of the end of the period being reported (the “Evaluation Date”), has concluded that as of the Evaluation Date, the Company’s disclosure controls and procedures, were effective in ensuring that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Changes in Internal Controls

No significant changes in the Company’s internal controls or in other factors that could significantly affect these controls following the Evaluation Date came to management’s attention.

Management’s Report on Internal Control over Financial Reporting

This quarterly report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Page 19

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

There are no material pending legal proceedings to which the Company is a party or of which any of their property is the subject.

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

(a) The Company did not sell any securities during the quarter ended March 31, 2009; however, $45,000 of debt was converted to three million shares of common stock.

(b) Not applicable.

(c) Not applicable.

Item 3. Defaults Upon Senior Securities.

The Company has $416,744 in notes that became due as of November 6, 2008 or sooner and are currently in default. The notes shall be due and payable upon written demand by holder if an event of default occurs.  The Company is currently working to correct the default. The Company continues to accrue interest on the notes at the stated annual interest rate of 10%.

As of March 31, 2009, accrued interest on the defaulted notes was $147,377 for a total arrearage of $564,121.

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

None

Item 5. Other Information.

Per the May 27, 2008 employment agreement with Michael Woods, he would be entitled to a warrant for 75,000 shares to be included in the next registration statement (Form S-1 or equivalent) with an exercise price of $0.01.  The Company has not yet filed a registration statement; thus, the warrants have not been granted.

Item 6. Exhibits.

Exhibit Index

31.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a).
32.1	Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer.

Page 20 

Signatures

In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		SearchPath International, Inc.
		(Registrant)
Date	June 1, 2009	By:	/s/ Tomas K. Johnston
			Thomas K. Johnston, Director, Chief
			Executive Officer, President and
			Chief Financial Officer

Page 21