U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB/A


(Amendment
      No.1)


(Mark
      One)




x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF
                1934For the quarter
              ended
              March 31, 2006o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF
                1934For the
              transition
              period from _____ to _____





Commission
      File Number: 000-29553





BLOODHOUND
                SEARCH TECHNOLOGIES,
                INC.(Exact
                name of registrant as specified in its
                charter)





Nevada
            
            88-0492640(State
                or other jurisdiction of
              incorporation)
            
            (IRS
                Employer Identification No.)





c/o
                  David Lubin & Associates,
                  PLLC26
                  East Hawthorne AvenueValley
                  Stream, New York 11580(Address
                  of principal executive
                  offices)(516)
                  887-8200(Issuer's
                  Telephone Number, Including Area
                  Code)(Former
                  name, former address and former fiscal year, if changed since last
                  report)







Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 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
 
 Number
        of
        shares of common stock outstanding as of September 11, 2006: 10,645,008 shares
        of common stock.
 
 Transitional
        Small Business Format (check one): Yes o No 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 o













EXPLANATORY
        NOTE
 
 We
        are
        filing this Amended and Restated Form 10-QSB for the quarter ended March
        31,
        2006 (which was filed on May 17, 2006) to correct certain information provided
        in the financial statements contained therein. Our auditors discovered errors
        related to the valuation of our common stock issued for services and for
        a
        license during their review of the quarterly numbers for the quarter ended
        June
        30, 2006. Note 5 to the Financial Statements contained in this Quarterly
        Report
        contains a detailed description of the changes and the effect of said valuations
        from the previously filed financial statements.





**TABLE
      OF CONTENTS**





PagePART
                I
            3Item
                1. Financial Statements
            3Item
                2. Management’s Discussion and Analysis or Plan of
                Operation
            9Item
                3 Controls and Procedures
            10PART
                II
            11Item
                1. Legal Proceedings
            11Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            12Item
                3. Defaults Upon Senior Securities
            12Item
                4. Submission of Matters to a Vote of Security Holders
            12Item
                5. Other Information
            12Item
                6. Exhibits
            12







**PART
        I - FINANCIAL INFORMATION**
  **Item
          1.**  **Financial
          Statements.**
 
 **Bloodhound
          Search Technologies, Inc.**
 **(Development
          Stage Company)**
 **March
          31, 2006 and December 31, 2005**
 **BALANCE
          SHEETS**
 **(unaudited)**
 March
                    31,
                
                December
                    31,2006
                
                2005(restated)ASSETSCash
                
                $
                202,633
                
                $
                27,751Note
                    and accrued interest receivable
                
                
                --
                
                
                202,150Total
                    current assets
                
                
                202,633
                
                
                229,901Licenses
                    - net of amortization of $15,500and
                    $3,750
                
                
                329,500
                
                
                11,250$
                532,133
                
                $
                241,151LIABILITIES
                    AND STOCKHOLDERS' EQUITYCURRENT
                    LIABILITIESAccounts
                    payable - related party
                
                $
                11,576
                
                $
                11,576Accounts
                    payable
                
                
                4,945
                
                
                945Note
                    payable - related party
                
                
                6,001
                
                
                5,938Total
                    current liabilities
                
                
                22,522
                
                
                18,459STOCKHOLDERS'
                    EQUITYCommon
                    stock, 25,000,000 shares authorized,$0.001
                    par value, 8,458,136 and 5,775,008shares
                    issued and outstanding
                
                
                8,458
                
                
                5,775Additional
                    paid-in capital
                
                
                1,235,683
                
                
                470,802Deficit
                    accumulated during the development stage
                
                
                (734,530
                )
                
                (253,885
                )Total
                    stockholders' equity
                
                
                509,611
                
                
                222,692Total
                    liabilities and stockholders' equity
                
                $
                532,133
                
                $
                241,151
 3




**Bloodhound
        Search Technologies, Inc.**
 **(Development
        Stage Company)**
 **STATEMENTS
        OF EXPENSES**
 **Three
        Months Ended March 31, 2006 and 2005 and the**
 **Period
        March 20, 1996 (Date of Inception)**
 **to
        March 31, 2006**
 **(unaudited)**
 
 March
                    31,
                
                March
                    31,
                
                March
                    20, 1996 to2006
                
                2005
                
                March
                    31, 2006(restated)
                
                
                
                (restated)General
                    and administrative
                
                $
                483,420
                
                $
                3,604
                
                
                555,819Goodwill
                    write off
                
                
                --
                
                
                --
                
                
                205,922OTHER
                    INCOME (EXPENSE)Interest
                    income
                
                
                2,838
                
                
                --
                
                
                5,083Interest
                    expense
                
                
                (63
                )
                
                --
                
                
                (1,001
                )Settlement
                    of debt
                
                
                --
                
                
                --
                
                
                23,129NET
                    LOSS
                
                $
                (480,645
                )
                $
                (3,604
                )
                $
                (734,530
                )Basic
                    and diluted net loss per share
                
                $
                (0.06
                )
                $
                (0.00
                )Basic
                    and diluted weighted averageshares
                    outstanding
                
                
                7,750,225
                
                
                800,000
   4




**Bloodhound
        Search Technologies, Inc.**
 **(Development
        Stage Company)**
 **STATEMENTS
        OF CASH FLOWS**
 **Three
          Months Ended March 31, 2006 and 2005 and the**
 **Period
          March 20, 1996 (Date of Inception)**
 **to
          March 31, 2006**
 **(unaudited)**


March
                  31,
              
              March
                  31,
              
              March
                  20, 1996 to2006
              
              2005
              
              March
                  31, 2006(restated)
              
              
              
              (restated)CASH
                  FLOWS FROMOPERATING
                  ACTIVITIESNet
                  loss
              
              $
              (480,645
              )
              $
              (3,604
              )
              $
              (734,530
              )Adjustments
                  to reconcilenet
                  loss to net cash used inoperating
                  activities:Amortization
              
              
              11,750
              
              
              750
              
              
              17,167Domain
                  name write off
              
              
              --
              
              
              --
              
              
              3,333Good
                  will write off
              
              
              --
              
              
              --
              
              
              205,922Stock
                  issued for services
              
              
              121,000
              
              
              --
              
              
              122,250Change
                  in accounts payable
              
              
              6,213
              
              
              1,392
              
              
              22,522Net
                  cash used in operatingactivities
              
              
              (341,682
              )
              
              (1,462
              )
              
              (363,336
              )CASH
                  FLOWS FROM INVESTINGACTIVITIESAdvances
                  - First Light Comm
              
              
              --
              
              
              --
              
              
              (200,000
              )Repayment
                  of advances
              
              
              200,000
              
              
              --
              
              
              200,000Purchase
                  of domain name
              
              
              --
              
              
              --
              
              
              (5,000
              )Net
                  cash provided by (usedin)
                  investing activities
              
              
              200,000
              
              
              --
              
              
              (5,000
              )CASH
                  FLOWS FROM FINANCINGACTIVITIESContributions
                  to capital
              
              
              --
              
              
              --
              
              
              6,905Proceeds
                  from saleof
                  common stock
              
              
              316,564
              
              
              --
              
              
              564,064Net
                  cash provided byfinancing
                  activities
              
              
              316,564
              
              
              --
              
              
              570,969Net
                  change in cash
              
              
              174,882
              
              
              (1,462
              )
              
              202,633Cash
                  at beginning of period
              
              
              27,751
              
              
              234,823
              
              
              --Cash
                  at end of period
              
              $
              202,633
              
              $
              233,361
              
              $
              202,633SCHEDULE
                  OF NONCASH ACTIVITIESCommon
                  stock issued for license
              
              $
              330,000
              
              $
              --
              
              $
              330,000
  5




**Bloodhound
          Search Technologies, Inc.**
 **(Development
          Stage Company)**
 **STATEMENTS
          OF CHANGES IN STOCKHOLDERS' EQUITY**
 **Three
            Months Ended March 31, 2006**
 **(unaudited)**


Deficit
                  accumulatedCapital
                  in
              
              in
                  theCommon
                  Stock
              
              Excess
                  of
              
              DevelopmentShares
              
              Amount
              
              Par
                  Value
              
              Stage
              
              TotalBalance
                  December 31, 2005
              
              
              5,775,008
              
              $
              5,775
              
              $
              470,802
              
              $
              (253,885
              )
              $
              222,692Shares
                  issued for cash
              
              
              633,128
              
              
              633
              
              
              315,931
              
              
              --
              
              
              316,564Shares
                  issued for SIM license
              
              
              1,500,000
              
              
              1,500
              
              
              328,500
              
              
              --
              
              
              330,000Shares
                  issued for services
              
              
              550,000
              
              
              550
              
              
              120,450
              
              
              --
              
              
              121,000Net
                  loss
              
              
              --
              
              
              --
              
              
              --
              
              
              (480,645
              )
              
              (480,645
              )Balance
                  March 31, 2006 (restated)
              
              
              8,458,136
              
              $
              8,458
              
              $
              1,235,683
              
              $
              (734,530
              )
              $
              509,611
   6




**Bloodhound
        Search Technologies, Inc.**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **March
        31, 2006**
 
 
 NOTE
        1 -
        BASIS OF PRESENTATION
 
 The
        accompanying unaudited interim financial statements of Bloodhound Search
        Technologies, Inc. have been prepared in accordance with accounting principles
        generally accepted in the United States of America and the rules of the
        Securities and Exchange Commission, and should be read in conjunction with
        the
        audited financial statements and notes thereto contained in BSTI’s Annual Report
        filed with the SEC on Form 10-KSB. In the opinion of management, all
        adjustments, consisting of normal recurring adjustments, necessary for a
        fair
        presentation of financial position and the results of operations for the
        interim
        periods presented have been reflected herein. The results of operations for
        interim periods are not necessarily indicative of the results to be expected
        for
        the full year. Notes to the financial statements which would substantially
        duplicate the disclosure contained in the audited financial statements for
        fiscal 2005 as reported in the form 10-KSB have been omitted.
 
 Restatements
        of March 31, 2006 were made. See note 5 for details.
  NOTE
          2 -
          ACQUISITION OF LICENSE AGREEMENT
 
 Effective
          January 20, 2006 BSTI acquired the license agreement for the right, title,
          interest and benefit of certain licensed software, materials and services
          related to the development of an internet search engine known as a strategic
          information monitoring system (SIMS) for the issuance of 1,500,000 shares
          of
          restricted common stock valued at $330,000. The license is being  amortized
          over a five year life. As of March 31, 2006, $11,000 of amortization expense
          had
          been recorded related to this license.
 
 NOTE
          3 -
          CAPITAL STOCK
 
 During
          the three months ended March 31, 2006, BSTI issued 633,128 shares of common
          stock for cash of $316,564; 550,000 shares of common stock valued at
          $121,000 for services; and 1,500,000 shares of common stock valued at $330,000
          for a license.
 
 NOTE
          4 -
          SUBSEQUENT EVENTS
 
 Subsequent
          to March 31, 2006 BSTI issued 1,450,000 shares of common stock valued at
          $1,306,500 to directors for services.
 
 Subsequent
          to March 31, 2006 BSTI issued 260,000 shares of common stock for cash of
          $117,000.
 
 Subsequent
          to March 31, 2006 BSTI converted $840 of related party notes payable to
          420,000
          shares of common stock.
 
 NOTE
          5 -
          RESTATEMENTS OF PREVIOUSLY REPORTED FINANCIAL STATEMENTS
 
 In
          August
          2006, BSTI determined there were errors in the valuation of common stock
          issued
          during the quarter ending March 31, 2006 for services and a license agreement.
          The errors resulted in an understatement of assets, amortization, equity
          and
          general and administrative expense.
  A
          summary
          of the restatements are as follows:
  Previously
                  
                  IncreaseStated
                  
                  (Decrease)
                  
                  RestatedAs
                      of March 31, 2006:Balance
                      Sheet:Cash
                  
                  $
                  202,633
                  
                  $
                  --
                  
                  $
                  202,633Licenses
                  
                  
                  33,000
                  (1)
                  
                  296,500
                  
                  
                  329,500Total
                      assets
                  
                  $
                  235,633
                  
                  $
                  296,500
                  
                  $
                  532,133Accounts
                      payable
                  
                  $
                  4,945
                  
                  $
                  --
                  
                  $
                  4,945Accounts
                      payable - related parties
                  
                  
                  11,576
                  
                  
                  --
                  
                  
                  11,576Notes
                      payable - related parties
                  
                  
                  6,001
                  
                  
                  --
                  
                  
                  6,001Total
                      current liabilities
                  
                  
                  22,522
                  
                  
                  --
                  
                  
                  22,522Common
                      stock
                  
                  
                  8,408
                  (2)
                  
                  50
                  
                  
                  8,458Additional
                      paid in capital
                  
                  
                  857,233
                  (2)
                  
                  378,450
                  
                  
                  1,253,683Accumulated
                      deficit
                  
                  
                  (652,530
                  )
                      (1)
                  
                  (11,000
                  )
                  
                  (734,530
                  )(2)
                  
                  (71,000
                  )Total
                      stockholders' equity
                  
                  
                  213,111
                  
                  
                  296,500
                  
                  
                  509,611Total
                      liabilities and stockholders' equity
                  
                  $
                  235,633
                  
                  $
                  296,500
                  
                  $
                  532,133
   7
  For
                      the three months ended March 31, 2006:Statement
                      of Expenses:General
                      and administrative
                  
                  $
                  401,420
                  (1)
                  $
                  11,000
                  
                  $
                  483,420(2)
                  
                  71,000Interest
                      income
                  
                  
                  (2,838
                  )
                  
                  --
                  
                  
                  (2,838
                  )Interest
                      expense
                  
                  
                  63
                  
                  
                  --
                  
                  
                  63Net
                      loss
                  
                  $
                  (398,645
                  )
                  $
                  (82,000
                  )
                  $
                  (480,645
                  )Basic
                      and diluted net loss percommon
                      share
                  
                  $
                  (0.00
                  )
                  
                  
                  
                  $
                  (0.06
                  )Weighted
                      average common sharesoutstanding
                  
                  
                  6,653,000
                  (3)
                  
                  1,097,225
                  
                  
                  7,750,225
 Restatement
              notes:
 (1)
              -
              Revaluation of common stock issued for license and adjusted amortization
              expense
              for new license value.
 (2)
              -
              Revaluation of common stock issued for services.
 (3)
              -
              Clerical error in original calculation.
 8
  Item
              2.
              Management's Discussion and Analysis or Plan of Operations.
 
 As
              used
              in this Form 10-QSB, references to the "Company," the "Registrant,"
              "we," "our"
              or "us" refer to Bloodhound Search Technologies, Inc. unless the context
              otherwise indicates.
 
 Forward-Looking
              Statements
 
 This
              Form
              10-QSB contains forward-looking statements. For this purpose, any statements
              contained in this Form 10-QSB that are not statements of historical
              fact may be
              deemed to be forward-looking statements. You can identify forward-looking
              statements by those that are not historical in nature, particularly
              those that
              use terminology such as "may," "will," "should," "expects," "anticipates,"
              "contemplates," "estimates," "believes," "plans," "projected," "predicts,"
              "potential," or "continue" or the negative of these similar terms.
              In evaluating
              these forward-looking statements, you should consider various factors,
              including
              the following: (a) those risks and uncertainties related to general
              economic
              conditions, (b) whether we are able to manage our planned growth efficiently
              and
              operate profitable operations, (c) whether we are able to generate
              sufficient
              revenues or obtain financing to sustain and grow our operations, (d)
              whether we
              are able to successfully fulfill our primary requirements for cash.
              BSTI's
              actual results may differ significantly from the results projected
              in the
              forward-looking statements. The Company assumes no obligation to update
              forward-looking statements, except as otherwise required under the
              applicable
              federal securities laws.
 
 Overview
 
 BSTI
              was
              incorporated under the laws of the state of Nevada on March 20, 1996
              and made a
              name change to "Safe Idea, Inc." on October 27, 2000 and to "Bloodhound
              Search
              Technologies, Inc." on December 20, 2005 to better reflect changes
              in the
              business operations in which it intends to engage.
 
 After
              its
              inception in 1996, BSTI engaged in providing a repository of information,
              an
              interactive forum, and a comprehensive directory of services catering
              to
              entrepreneurs, enabling such entrepreneurs to publish their business
              plans and
              share their ideas in a collaborative environment. In 2006 BSTI acquired
              the
              license for the use, distribution and sub license of certain software,
              materials
              and services for the development of an internet search engine known
              as
              "Strategic Information Monitoring System" (SIMS). In 2004 the Company
              acquired a
              license for the distribution of certain products made with a fire retarding
              fabric known under the trademarked name "Wetwool".
 
 Strategic
              Information Monitoring System License
 
 On
              January 20, 2006, BSTI entered into a License Agreement with Pekka
              Tolonen,
              pursuant to which Mr. Tolonen granted to BSTI a license to use and
              sublicense
              certain software and other materials related to a search engine known
              as
              Strategic Information Monitoring System ("SIMS"). SIMS is currently
              available
              for sale to the public, and in March 2006, BSTI signed agreements with
              two
              customers for the sales of SIMS. A second generation version of SIMS
              is
              currently under development and is not yet available for sale or use
              by the
              public.
 
 SIMS
              is a
              type of software program that is commonly known as a search engine.
              A search
              engine helps internet users find internet web sites on a given subject.
              SIMS
              differs from other internet search engines because it continuously
              retrieves
              information from the internet on the subjects in which the user is
              interested
              based on keywords supplied by the user. SIMS will have the capability
              to
              continuously monitor more than 10,000 news websites or the web sites
              of the
              user's preference. SIMS will be able to scan the relevant information
              sources 24
              hours a day. After retrieving the relevant information, SIMS will be
              able to
              organize it automatically on a personal portal page that looks like
              an online
              news website.
 
 The
              license permits Bloodhound to use, including sub-license, the licensed
              materials
              for the following purposes: (a) the provision of services for the maintenance,
              support, installation, marketing, distribution, licensing, sublicensing,
              and
              customer and technical support of the licensed materials; (b) Bloodhound's
              internal use; and (c) customization, modification, and additions to
              the licensed
              materials. The license is limited to the United States of America,
              Canada,
              Australia, China, and Hong Kong.
 
 9
 The
              license is for a perpetual term and is irrevocable, unless terminated
              earlier in
              accordance with the license agreement. The license agreement may be
              terminated
              by either party at any time after January 20, 2007 upon 60 days' prior
              written
              notice if either (a) certain services of Mr. Tolonen are not utilized
              by at
              least ten customers of BSTI or (b) BSTI is not active in marketing,
              providing,
              or selling the services of Mr. Tolonen for a continuous period of more
              than six
              months.
 
 In
              consideration for the license, BSTI issued to Mr. Tolonen 1,500,000
              shares of
              BSTI's common stock. The shares were offered and issued in reliance
              on an
              exemption from the registration requirements of United States federal
              and state
              securities laws under Regulation S promulgated under the Securities
              Act of 1933,
              as amended. Mr. Tolonen represented to BSTI that he is not a United
              States
              person (as defined in Regulation S) or an affiliate (as defined in
              Rule 501(b)
              under the Securities Act) of BSTI and is not acquiring the shares for
              the
              account or benefit of a United States person. Mr. Tolonen further represented
              that at the time of the origination of contact concerning the License
              Agreement
              and the date of the execution and delivery of the License Agreement,
              Mr. Tolonen
              was outside of the United States.
 
 Wetwool
              License
 
 On
              September 29, 2004, BSTI acquired from Cease-Fire Technologies, Pty.
              Ltd., a
              private Australian corporation, a license to distribute technologies
              harnessing
              a passive fire control coating material with the trademark name "Wetwool"
              to
              include the territories of the United States and Canada. In consideration
              therefore, BSTI issued 1,500,000 shares of common stock to Cease-Fire
              Technologies, Pty. Ltd. Examples of products and technologies developed
              by
              Cease-Fire Technologies include intumescent paint for safety applications,
              fire
              retardant clear coating for timber, wildfire emergency erect curtain,
              fabric
              fire retardants, and passive fire retardant coating for any porous
              surface.
              Wetwool is a proprietary, trademarked, non-woven wool fabric impregnated
              with
              super-absorbent polymer crystals.
 
 On
              March
              8, 2005, this exclusive license came into full force and effect upon
              delivery of
              the "Wetwool" coating material with its proprietary specifications
              and
              manufacturing know-how by Cease-Fire Technologies, Pty. Ltd., and the
              1,500,000
              shares of common stock under the provisions of the Act to Cease-Fire
              Technologies, Pty. Ltd. were thereby ratified to be validly issued.
              Since the
              acquisition of the license, BSTI has been researching various manufacturing
              and
              marketing groups to gather information to implement BSTI's business
              plan. To
              date, BSTI has not consummated any agreements with manufacturers and
              marketing
              groups and has had no sales to date.
 
 Plan
              of
              Operation
 
 BSTI
              had
              limited operations and no revenues during the fiscal quarter ended
              March 31,
              2006. In March 2006, BSTI signed agreements with two customers for
              the sale of
              SIMS and over the next twelve months it intends to continue its efforts
              to sell
              SIMS. BSTI also intends to continue its efforts to develop a second
              generation
              version of SIMS.
 
 Results
              of Operation
 
 During
              the three months ended March 31, 2006, BSTI commenced selling its SIMS
              product.
              BSTI recorded revenues of nil during the first quarter of 2006 from
              the sales of
              SIMS. During the three months ended March 31, 2005, the Company had
              no
              revenues.
 
 During
              the three months ended March 31, 2006, BSTI's net operating expenses
              were
              $483,420. Such expenses consisted primarily of advertising and marketing.
              Operating expenses for the three months ended March 31, 2005 were
              $3,604.
 
 Liquidity
              and Capital
 
 BSTI
              has
              $202,633 in cash and payables of $22,522 for net working capital of
              $180,111 at
              March 31, 2006, compared to net working capital of $211,442 at December
              31,
              2005.
 
 Off-Balance
              Sheet Arrangements
 
 None.
  
 Item
              3. Controls and Procedures.
 
 Evaluation
              of Disclosure Controls and Procedures
 
 Our
              disclosure controls and procedures are designed to ensure that information
              required to be disclosed in reports that we file or submit under the
              Securities
              Exchange Act of 1934 is recorded, processed, summarized and reported
              within the
              time periods specified in the rules and forms of the United States
              Securities
              and Exchange Commission. Our Chief Executive Officer and Chief Financial
              Officer
              have reviewed the effectiveness of our "disclosure controls and procedures"
              (as
              defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and
              15d-14(c))
              within the end of the period covered by this Quarterly Report on Form
              10-QSB and
              have concluded that our disclosure controls and procedures are not
              effective to
              ensure that material information relating to BSTI is recorded, processed,
              summarized, and reported in a timely manner. We identified deficiencies
              in our
              internal controls and disclosure controls related to the valuation
              of 500,000
              shares of our common stock which was issued for services and 1,500,000
              shares
              issued for the license to use and sublicense certain software and other
              materials related to a search engine known as Strategic Information
              Monitoring
              System (“SIMS”). We are in the process of improving our internal control over
              financial reporting in an effort to remediate these deficiencies through
              improved supervision and training of our accounting staff. These deficiencies
              have been disclosed to our Board of Directors. We believe that this
              effort is
              sufficient to fully remedy these deficiencies and we are continuing
              our efforts
              to improve and strengthen our control processes and procedures. Our
              President
              and directors will continue to work with our auditors and other outside
              advisors
              to ensure that our controls and procedures are adequate and
              effective.
 
 10
 Changes
              in Internal Controls over Financial Reporting
 
 There
              have been no changes in BSTI's internal control over financial reporting
              during
              the last quarterly period covered by this report that have materially
              affected,
              or are reasonably likely to materially affect, the Company's internal
              control
              over financial reporting.
 
 
 PART
              II.
              OTHER INFORMATION
 
 
 Item
              1.
              Legal Proceedings.
 
 There
              are
              no pending legal proceedings to which BSTI is a party or in which any
              director,
              officer or affiliate of BSTI, any owner of record or beneficially of
              more than
              5% of any class of voting securities of BSTI, or security holder is
              a party
              adverse to BSTI or has a material interest adverse to BSTI. BSTI's
              property is
              not the subject of any pending legal proceedings.
 
 
 Item
              2.
              Unregistered Sales of Equity Securities and Use of Proceeds.
 
 On
              April
              5, 2006, BSTI issued 850,000 restricted shares of its common stock
              to John
              Abraham, who is the Chief Operating Officer of BSTI. Such shares were
              issued in
              consideration for services to BSTI by Mr. Abraham in his capacity as
              an officer.
              The shares were issued under Section 4(2) of the Securities Act of
              1933, as
              amended, and/or Regulation D promulgated by the Securities and Exchange
              Commission.
 
 On
              March
              31, 2006, BSTI issued 600,000 restricted shares of its common stock
              to Robert
              Horn, who is a director and the Chief Financial Officer and Secretary
              of BSTI.
              Such shares were issued in consideration for services to the Registrant
              by Mr.
              Horn as director and officer. The shares were issued under Section
              4(2) of the
              Securities Act of 1933, as amended, and/or Regulation D promulgated
              by the
              Securities and Exchange Commission.
 
 Between
              January 26, 2006 and March 14, 2006, BSTI issued 690,000 restricted
              shares of
              its common stock to various non-affiliated third parties for an aggregate
              cash
              investment of $345,000. The shares were issued under Section 4(2) of
              the
              Securities Act of 1933, as amended, and/or Regulation D promulgated
              by the
              Securities and Exchange Commission.
 
 On
              January 23, 2006, BSTI issued 500,000 shares of its common stock to
              David
              Campbell, the Chief Executive Officer of BSTI. Such shares were issued
              in
              consideration for services rendered to BSTI by Mr. Campbell as Chief
              Executive
              Officer. The shares were issued under Section 4(2) of the Securities
              Act of
              1933, as amended, and/or Regulation D promulgated by the Securities
              and Exchange
              Commission.
 
 On
              January 20, 2006, BSTI issued to Pekka Tolonen 1,500,000 shares of
              the Company's
              common stock. In consideration therefor, Mr. Tolonen granted to the
              Company an
              irrevocable, perpetual license to use certain software and other materials
              pursuant to a License Agreement, dated January 20, 2006, between the
              Company and
              Mr. Tolonen. Such license permits BSTI to use, including sub-license,
              the
              licensed materials for the following purposes: (a) the provision of
              services for
              the maintenance, support, installation, marketing, distribution, licensing,
              sublicensing, and customer and technical support of the licensed materials;
              (b)
              the issuer's internal use; and (c) customization, modification, and
              additions to
              the licensed materials. The license is limited to the United States
              of America,
              Canada, Australia, China, and Hong Kong. The license is for a perpetual
              term and
              is irrevocable, unless terminated earlier in accordance with the license
              agreement. The shares were offered and issued in reliance on an exemption
              from
              the registration requirements of United States federal and state securities
              laws
              under Regulation S promulgated under the Securities Act of 1933, as
              amended.
 
 11
 Subsequent
              Issuances
 
 On
              April
              18, 2006, BSTI issued 260,000 shares of common stock to an accredited
              investor
              and non affiliate of BSTI in consideration for an investment of $117,000.
              The
              issuance was pursuant to Section 4(2) of the Securities Act of 1933,
              as
              amended.
 
 On
              May 5,
              2006, BSTI received an agreement from an assignee desiring to convert
              $840,
              which represented a portion of a Promissory Note in the aggregate principal
              amount of $5,000 which had been issued by BSTI in March 20, 2002. Said
              note had
              subsequently been assigned to five assignees. BSTI issued 420,000 shares
              pursuant to the terms of the Promissory Note to the assignee.
 
 On
              May 8,
              2006, BSTI issued 50,000 shares of common stock to Phoenix IR Associates,
              Inc.
              pursuant to Section 4(2) of the Securities Act of 1933, as amended.
              The shares
              were issued in consideration for services rendered to the Company.
 
 Purchases
              of equity securities by the issuer and affiliated purchasers.
 
 None.
 
 Item
              3.
              Defaults Upon Senior Securities.
 
 
  
 Item
              4.
              Submission of Matters to a Vote of Security Holders.
 
 There
              was
              no matter submitted to a vote of security holders during the fiscal
              quarter
              ended March 31, 2006.
 
 Item
              5.
              Other Information.
 
 None.
 
 Item
              6.
              Exhibits
 
  Exhibit
                      No.
                    Description  31.1
                    Rule
                        13a-14(a)/15d14(a) Certifications of Principal Executive
                        Officer
 
 31.2
                    Rule
                        13a-14(a)/15d14(a) Certifications of Principal Executive
                        Officer
 
 32.1
                    Section
                        1350
                        Certifications




12




SIGNATURES
 
 In
        accordance with to requirements of the Exchange Act, the registrant caused
        this
        report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
  Dated:
                September
                11, 2006BLOODHOUND
                SEARCH
                TECHNOLOGIES, INC.By:
              /s/ David
                CampbellName:
                David CampbellTitle:
                Chief Executive Officer, President and Director By:
              /s/ Robert
                HornName:
                Robert HornTitle:
                Chief Financial Officer, Secretary, and Director (Principal Financial
                Officer)
 13