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SEC FILE NUMBER
333-97687
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CUSIP NUMBER
8122 2P 10 6
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-KSB |_| Form 11-K |_| Form 20-F | | Form 10-Q
| | Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: December 31, 2005
[ ] 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: ____________________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: ________________________
PART I - REGISTRANT INFORMATION
SEARCHHELP, INC.
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Full Name of Registrant
1055 STEWART AVENUE, SUITE 12
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Address of Principal Executive Office (Street and Number)
BETHPAGE, NEW YORK, 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 appropriate box.)
|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-KSB, 20-F, 11-K or N-SAR, or portion thereof, will be filed on or before the
15th calendar day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-QSB, 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 Form 10-KSB, 11-K, 20-F,
10-QSB, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
The Registrant's Annual Report on Form 10-KSB for the year ended December
31, 2005 could not be filed within the prescribed time period because additional
time is required to prepare the required financial statements. Such financial
statements, being the first annual statements reflecting the Registrant's
acquisition of E-Top-Pics, Inc. on June 8, 2005, require compliance by the
Registrant with certain technical accounting rules relating to the accounting
treatment of such acquisition. Accordingly, the Registrant is compiling the
information it needs to comply with such technical accounting rules for the
first time.
The Registrant is working to complete the preparation of the financial
statements as expeditiously as possible. The Registrant expects that the subject
Annual Report on Form 10-KSB will be filed within the period specified by Rule
12b-25.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Steven H. Reing, General Counsel (516) 922-4765
-------------------------------- ----------------------------------
(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). Yes |X| No| |
(3) Is it anticipated that any significant change in results of operation for
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.
The Company expects its net loss for the fiscal year ended December 31, 2005 to
increase to approximately $3,857,000 as compared to a loss of $1,338,235 for the
fiscal year ended December 31, 2004. The increase of the loss is approximately
$2,518,765. This increase is primarily due to two factors: (1) additional
expense of approximately $1,750,000 arising from the full impairment of the
asset value of ECT License (as disclosed on the Form 8-K filed by the Company on
March 9, 2006) and (2) non-cash interest expense of approximately $175,736
arising from the amortization of the beneficial conversion feature of debt
securities issued by the Company in a private placement. There were no such
corresponding expenses in the prior year.
These current year figures are preliminary and are subject to further
adjustment.
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 31, 2006 By: /s/ William Bozsnyak
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William Bozsnyak
Chief Executive Officer
Instruction: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations. (See 18 U.S.C. 1001)