UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One):    Form 10-K    Form 20-F    Form 11-K  X Form 10-KSB    Form N-SAR
            ---           ---          ---          ---            ---

For Period Ended: December 31, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herin.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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                                     PART I
                             REGISTRANT INFORMATION


SearchHelp, Inc.
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Full Name of Registrant

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Former Name if Applicable

1055 Stewart Avenue, Suite 12
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Address of Principal Executive Office (Street and Number)

Bethpage, NY 11714
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City, State and Zip Code



                                     PART II
                             RULES 12b-25(b) AND (c)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate)

 X   (a)  The reasons  described in  reasonable  detail in Part III of this form
- ---       could not be eliminated without unreasonable effort or expense;

 X
- ---  (b)  The subject annual report,  semi-annual  report,  transition report on
          Form 10-K, Form 20-F,11-K or Form N-SAR, or portion  thereof,  will be
          filed on or before the fifteenth calendar day following the prescribed
          due date; or the subject quarterly report of transition report on Form
          10-Q, or portion thereof will be filed on or before the fifth calendar
          day following the prescribed due date; and

     (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.

                                    PART III
                                    NARRATIVE

     State below in reasonable detail the reasons why Forms 10-KSB,  20-F, 11-K,
10-Q, N-SAR, or the transition report portion thereof, could not be filed within
the prescribed time period. (Attach extra sheets if needed)

     Management  is in the process of finalizing  the  operating  results of the
year. The information  could not be assembled and analyzed without  unreasonable
effort and expense to the  Registrant.  The Form 10-KSB will be filed as soon as
practicable and within the 15 day extension period.


                                     PART IV
                                OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification

 William Bozsnyak                     (516)                        922-4765
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     (Name)                        (Area Code)                (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant  was  required to file such  report(s)  been filed?  If answer is no,
identify report(s).                                               X  Yes      No
                                                                 ---      ---
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(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?
                                                                     Yes   X  No
                                                                 ---      ---

     If so, attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

                                SearchHelp, Inc.
                                ----------------
                  (Name of Registrant as Specified in Charter)
has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date March 26, 2002                 By  /s/ William Bozsnyak
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                                        William Bozsnyak
                                        Chief Executive Officer,
                                        Chief Financial Officer, Vice President
                                        and Treasurer