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SEC FILE NUMBER
001-31590
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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): | | Form 10-KSB |_| Form 11-K |_| Form 20-F |X| Form 10-QSB
| | Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: March 31, 2006
[ ] 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.
- ---------------------------------------------------------
Full Name of Registrant
1055 STEWART AVENUE, SUITE 12
- ---------------------------------------------------------
Address of Principal Executive Office (Street and Number)
BETHPAGE, NEW YORK, 11714
- ---------------------------------------------------------
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)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(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
[X] 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 Quarterly Report on Form 10-QSB for the period ended
March 31, 2006 could not be filed within the prescribed time period because
additional time is required to prepare the required financial statements. The
Registrant appointed a new Chief Financial Officer on May 2, 2006, less than 2
weeks before the prescribed due date for such report. Such Chief Financial
Officer therefore requires additional time to become adequately familiar with
the information presented in such report.
The Registrant is working to complete the preparation of the financial
statements as expeditiously as possible. The Registrant expects that the subject
Quarterly Report on Form 10-QSB 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
John Caruso, Chief Financial Officer (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 period ended March 31, 2006 to increase
to approximately $1,274,901 as compared to a loss of $292,517 for the comparable
period of 2005. The increase of the loss is approximately $982,384. This
increase is primarily due to two factors:
(1) An increase in interest expense, principally related to debt securities
issued by the Company in a private placement. Such securities were not
outstanding in the comparable period of the prior year. Interest expense for
the period ended March 31, 2006 is expected to be $537,044 as compared to
$3,004 for the period ended March 31, 2005, an increase of $534,040.
(2) An increase in general and administrative expenses, arising principally as a
result of operation of E-Top-Pics, Inc. (acquired June 8, 2005) and Amber
Alert Agent, Inc. (acquired November 4, 2005). For the period ended March
31, 2006, such expenses are expected to be $567,801 as compared to $201,695
for the period ended March 31, 2005, an increase of $366,106.
These current period 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: May 15, 2006 By: /s/ John Caruso
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John Caruso
Chief Financial 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)