REGISTRATION NO. 333-97687

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 6
TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SearchHelp, Inc.
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(Name of Small Business Issuer in Its Charter)

Delaware 7380 11-3621755
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(State of Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)

6800 Jericho Turnpike, Suite 208E, Syosset, New York 11791 (516) 922-4765
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(Address and Telephone Number of Principal Executive Offices)

6800 Jericho Turnpike, Suite 208E, Syosset, New York 11791
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(Address of Principal Place of Business)

John Caruso, Chief Financial Officer
SearchHelp, Inc.
6800 Jericho Turnpike, Suite 208E, Syosset, New York 11791
Telephone:(516) 922-4765 Facsimile: (516) 624-0638
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(Name, Address and Telephone Number of Agent for Service)

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |____|

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |____|

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, checking the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |____|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. |____|

CALCULATION OF REGISTRATION FEE
- ------------------------------------------ ------------------- ----------------------- ---------------------- --------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE DOLLAR AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED BE REGISTERED UNIT PRICE REGISTRATION FEE(3)
- ------------------------------------------ ------------------- ----------------------- ---------------------- --------------------

Units $ 4,000,000 $.50 per Unit $ 4,000,000 --
- ------------------------------------------ ------------------- ----------------------- ---------------------- --------------------
Common Stock, $ 3,840,000 $.48 per Share $ 3,840,000 $ 368
$.0001 par value(1)
- ------------------------------------------ ------------------- ----------------------- ---------------------- --------------------
Common Stock $ 80,000 $.01 per Warrant $ 80,000 --
Class A Redeemable Warrants(2)
- ------------------------------------------ ------------------- ----------------------- ---------------------- --------------------
Common Stock, $.0001 par value,
Issuable on Exercise of $ 6,000,000 $.75 per Share $ 6,000,000 $ 552
Class A Redeemable Warrants
- ------------------------------------------ ------------------- ----------------------- ---------------------- --------------------
Common Stock $ 80,000 $.01 per Warrant $ 80,000 --
Class B Redeemable Warrants(2)
- ------------------------------------------ ------------------- ----------------------- ---------------------- --------------------
Common Stock, $.0001 par value,
Issuable on Exercise of $14,000,000 $1.75 per Share $14,000,000 $1,288
Class B Redeemable Warrants
- ------------------------------------------ ------------------- ----------------------- ---------------------- --------------------

(1) This registration statement also covers an indeterminate number of shares of
SearchHelp, Inc.'s common stock, par value $.0001 per share, that may be
issuable by reason of stock splits, stock dividends or other adjustment
provisions of the respective warrants in accordance with Rule 416 under the
Securities Act of 1933, as amended.

(2) Included in Units for the purpose of calculating the registration fee.

(3) These Registration fees were paid with filing of original Registration
Statement.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

SEARCHHELP, INC.

This Post-Effective Amendment No. 6 has been prepared to provide current
information to the holders of warrants to purchase our common stock in order to
assist them in making the decision of whether or not to exercise their warrants.
You should pay particular attention to the risk factors described in this Post-
Effective Amendment No. 6. This Post-Effective Amendment No. 6 replaces our
previous post-effective amendment, formerly No. 6, which was withdrawn.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE ORIGINAL PROSPECTUS OR THIS POST-EFFECTIVE AMENDMENT
NO. 6. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Date of this Post-Effective Amendment No. 6 is October ___, 2006

TABLE OF CONTENTS

Risk Factors...................................................................3
Where You Can Find More Information............................................8
Use of Proceeds................................................................9
Capitalization.................................................................9
Management's Discussion and Analysis of Financial Condition and Results
of Operations.............................................................9
Market for Common Equity and Related Stockholder Matters......................16
Business......................................................................19
Management....................................................................23
Executive Compensation........................................................27
Principal Stockholders........................................................29
Certain Transactions..........................................................30
Plan of Distribution..........................................................31
Description of Securities.....................................................33
Legal Matters.................................................................34
Experts.......................................................................34
Index to Financial Statements.................................................36

RISK FACTORS

THE SECURITIES OFFERED UNDER THIS PROSPECTUS ARE SPECULATIVE AND INVOLVE A HIGH
DEGREE OF RISK. YOU SHOULD ONLY PURCHASE THESE SECURITIES IF YOU CAN AFFORD TO
LOSE YOUR ENTIRE INVESTMENT. BEFORE MAKING AN INVESTMENT IN THE COMPANY, YOU
SHOULD GIVE CAREFUL CONSIDERATION TO THE FOLLOWING RISK FACTORS AFFECTING OUR
BUSINESS AND SECURITIES, TOGETHER WITH THE OTHER INFORMATION IN THIS PROSPECTUS.

RISKS RELATED TO SEARCHHELP

IF WE CONTINUE OUR HISTORY OF LOSSES, WE MAY BE UNABLE TO CONTINUE OUR
OPERATIONS.

We incurred net losses of $3,780,325 in 2005 and of $1,934,271 in the first half
of 2006. Since inception, we have an accumulated deficit of $8,873,025. As a
result, as of June 30, 2006, we had stockholders' equity of $13,692 and a
working capital deficiency of $463,358. We cannot be certain whether we will
ever make a profit, or, if we do, that we will be able to continue earning earn
a significant amount of revenues or making a profit. If we continue to lose
money, stock price could decline or we may be forced to discontinue our
operations, either of which may result in you losing a portion or all of your
investment.

IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL, OUR BUSINESS MAY FAIL OR OUR
OPERATING RESULTS AND OUR STOCK PRICE MAY BE MATERIALLY ADVERSELY AFFECTED.

Management believes that sales of our Sentry software products represent the
principal opportunity for SearchHelp at this time. However, aggregate sales of
our software products from their launch through June 30, 2006 have so far
generated only approximately $59,000 in revenues. Therefore, we have been
relying on capital raised from the sale of convertible notes and warrants.
Between July 2005 and September 8, 2006, we raised an aggregate of $2,785,000
from the sale of these securities. Until the time that our software sales
provide sufficient cash flow, we will depend on being able to obtain sufficient
alternative funding. If we are not able to raise funds, we may not be able to
successfully develop and market our products and our business will most likely
fail.

AS WE RAISE ADDITIONAL CAPITAL BY SELLING SECURITIES, YOUR PERCENTAGE OWNERSHIP
INTEREST IN SEARCHHELP WILL LIKELY BE REDUCED.

The raising of additional financing would in all likelihood result in dilution
or reduction in the value of our securities. Our ability to operate is dependent
upon obtaining sufficient capital. Accordingly, we anticipate that we will, at
the appropriate time, increase our capital base, which increase may include the
sale of securities with a priority to the common stock into which the warrants
are convertible. These sales will reduce your percentage ownership.

WE MAY NOT BE ABLE TO CONTINUE OUR BUSINESS AS A GOING CONCERN.

The report of our independent auditors for the fiscal year ended December 31,
2005 was issued under the assumption that we would continue as a going concern.
As discussed in Note 1 to our financial statements for the fiscal year December
31, 2005, we have experienced operating losses over the past two years resulting
in an accumulated deficit. Our auditors believed, based on our financial results
as of December 31, 2005, that such results raised substantial doubts about our
ability to continue as a going concern. We have included a similar note in our
unaudited financial statements for the period ending June 30, 2006. The
financial statements included in this prospectus do not include any adjustments
to asset values or recorded liability amounts that might be necessary in the
event we are unable to continue as a going concern. If we are in fact unable to
continue as a going concern, you may lose your entire investment.

YOU MAY NOT BE ABLE TO COLLECT A JUDGMENT IN A LAWSUIT AGAINST OUR FORMER
ACCOUNTANTS.

The accounting firm that audited our 2004 financial statements no longer
practices public accounting and has entered into liquidation proceedings.
Accordingly, we could not obtain that firm's consent to use its report on those
statements in the registration statement of which this prospectus is a part. If
grounds exist for you to sue that firm in connection with our 2004 financial
statements, you should be aware that you may not be able to recover part or all
of any judgment against that firm even if you win your lawsuit. We are not
currently aware of any basis for a lawsuit against that firm.

OUR INABILITY TO RETAIN AND ATTRACT KEY PERSONNEL COULD SERIOUSLY HARM OUR
BUSINESS AND ADVERSELY AFFECT OUR ABILITY TO DEVELOP OUR PRODUCTS

We believe that our future success will depend on the abilities and continued
service of our senior management and executive officers, particularly our Chief
Executive Officer, President and Chief Operating Officer and those persons
involved in the research and development of our products. If we are unable to
retain the services of these persons, or if we are unable to attract additional
qualified employees, researchers and consultants, we may be unable to
successfully finalize and market our products and other future products being
developed.

OUR SENTRY CHILD SOFTWARE TECHNOLOGY AND STRATEGY MAY NOT BE SUCCESSFUL.

Our initial success will depend almost entirely upon the acceptance of our
products and services by parents with children under the age of 17, elementary
and middle schools, media companies and households. Market acceptance will
depend upon several factors, particularly (i) the determination by parents that
they need and want to monitor and protect their children while on the Internet
and (ii) the determination by schools that they want to educate and inform
families about the need for monitoring and knowing what their children do while
on the Internet. A number of factors may inhibit acceptance, including (i) the
existence of competing products, (ii) our inability to convince families that
they need to pay for the products and services that we will offer, or (iii)
failure by households and service companies to use our products. If our products
are not accepted by the market, we may have to curtail our business operations,
which could have a material negative effect on operating results and most likely
result in a lower stock price.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY AGAINST CURRENT AND FUTURE
COMPETITORS.

We will compete, in all of our current and proposed businesses, with other
companies, some of which have far greater marketing and financial resources and
experience than we do. We cannot guarantee that we will be able to penetrate
this market and be able to compete at a profit. In addition to established
competitors, there is ease of market entry for other companies that choose to
compete with us. Effective competition could result in price reductions, reduced
margins or have other negative implications, any of which could adversely affect
our business and chances for success. Competition is likely to increase
significantly as new companies enter the market and current competitors expand
their services. Many of these potential competitors are likely to enjoy
substantial competitive advantages, including: larger technical staffs, greater
name recognition, larger customer bases and substantially greater financial,
marketing, technical and other resources. To be competitive, we must respond
promptly and effectively to the challenges of technological change, evolving
standards and competitors' innovations by continuing to enhance our services and
sales and marketing channels. Any pricing pressures, reduced margins or loss of
market share resulting from increased competition, or our failure to compete
effectively, could seriously damage our business and chances for success.

WE MAY NOT BE ABLE TO MANAGE OUR GROWTH EFFECTIVELY.

We must continually implement and improve our products and/or services,
operations, operating procedures and quality controls on a timely basis, as well
as expand, train, motivate and manage our work force in order to accommodate
anticipated growth and compete effectively in our market segment. Successful
implementation of our strategy also requires that we establish and manage a
competent, dedicated work force and employ additional key employees in corporate
management, product design, client service and sales. We can give no assurance
that our personnel, systems, procedures and controls will be adequate to support
our existing and future operations. If we fail to implement and improve these
operations, there could be a material, adverse effect on our business, operating
results and financial condition.

IF WE DO NOT CONTINUALLY UPDATE OUR PRODUCTS, THEY MAY BECOME OBSOLETE AND WE
MAY NOT BE ABLE TO COMPETE WITH OTHER COMPANIES.

Internet technology, software applications and related infrastructure are
rapidly evolving. Our ability to compete depends on the continuing development
of our technologies and products. We cannot assure you that we will be able to
keep pace with technological advances or that our products will not become
obsolete. We cannot assure you that competitors will not develop related or
similar products and bring them to market before we do, or do so more
successfully, or that they will not develop technologies and products more
effective than any that we have or are developing. If that happens, our
business, prospects, results of operations and financial condition will be
materially adversely affected.

OUR BUSINESS IS CONCENTRATED IN ONLY TWO LINES, MAKING OUR OPERATIONS SENSITIVE
TO ECONOMIC FLUCTUATIONS.

Because of our extremely limited financial resources, it is unlikely that we
will be able to further diversify our operations. Therefore, we will be subject
to economic fluctuations within one or two particular businesses or industries.
If one or both of these lines of business do not succeed, you could lose all or
part of your investment.

IF WE DO NOT SUCCEED IN OUR EXPANSION STRATEGY, WE MAY NOT ACHIEVE THE RESULTS
WE PROJECT.

Our business strategy is designed to expand the sales of our products and
services. Our ability to implement our plans will depend primarily on the
ability to attract customers and the availability of qualified and cost
effective sales personnel. There are no firm agreements for employment of
additional marketing personnel, and we can give you no assurance that any of our
expansion plans will be successful or that we will be able to establish
additional favorable relationships for the marketing and sales of our products
and services. We also can not be certain when, if ever, we will be able to hire
the appropriate marketing personnel and to establish additional merchandising
relationships.

OUR OFFICERS AND DIRECTORS ENJOY LIMITED LIABILITY AGAINST LAWSUITS.

SearchHelp is a Delaware corporation. Delaware law permits the indemnification
of officers and directors against expenses incurred in successfully defending
against a claim. Delaware law also authorizes Delaware corporations to indemnify
their officers and directors against expenses and liabilities incurred because
of their being or having been an officer or director. Our organizational
documents provide for this indemnification to the fullest extent permitted by
law.

RISKS RELATED TO OUR SECURITIES

WE HAVE BROAD DISCRETION TO USE THE OFFERING PROCEEDS.

All of the net proceeds from the exercise of the warrants are anticipated to be
used for working capital, including support of our expansion plans. Thus, our
management will have sole discretion over how these proceeds are used. We cannot
assure you that the proceeds will be invested to yield a favorable return.

ISSUANCE OF PREFERRED STOCK COULD HURT HOLDERS OF COMMON STOCK.

Our board of directors is authorized by our charter to create and issue
preferred stock. The rights of holders of preferred stock take precedence over
the rights of holders of common stock. SearchHelp may issue shares of preferred
stock at any time. Future preferred stockholders could delay, defer or prevent a
change of control of SearchHelp, even if the holders of Common Stock are in
favor of that change of control, as well as enjoy preferential treatment on
matters like distributions, liquidation preferences and voting.

OUR STOCK PRICE HAS BEEN VOLATILE.

Our stock price fluctuated between $0.25 and $0.60 during 2005 and between $0.28
and $0.66 in the first 9 months of 2006. The price of a security may fluctuate
significantly despite the absence of any apparent reason. In addition, our stock
is thinly traded, leading to even greater volatility. You should expect this
volatility to continue. The price of our common stock may be subject to
considerable fluctuations as a result of various factors, including but not
limited to:

o Technological innovations or commercialization of new products by
our competitors;

o The release of research reports by securities analysts;

o Disputes concerning patents or proprietary rights;

o Financial results of other firms, particularly those in our
industry, and

o Economic and other external factors.

THE SHARES ARE "PENNY STOCK" AND BECAUSE "PENNY STOCK" RULES WILL APPLY, YOU MAY
FIND IT DIFFICULT TO SELL YOUR SHARES.

A "penny stock" is a common stock that is not listed on a national securities
exchange and trades for less than $5.00 per share. Additional disclosure is
required in connection with trades in a penny stock. These disclosure
requirements may have the effect of reducing the level of trading activity in
our common stock, making the market for the shares of common stock illiquid.

FUTURE ISSUANCES OF SHARES MAY REDUCE YOUR OWNERSHIP INTEREST.

An investment in our common stock is subject to immediate dilution because the
book value per share is less than $.01. An investor's interest in SearchHelp
could also be diluted by future offerings of common stock. Future issuance of
authorized but unissued shares of capital stock may also have the effect of
diluting your equity interest. There are no limits to our ability to issue
additional authorized shares at any price.

THERE WILL BE A SIGNIFICANT NUMBER OF SHARES OF COMMON STOCK ELIGIBLE FOR FUTURE
SALE AND THIS MAY HURT THE MARKET PRICE OF THE SHARES

The market price of shares of common stock could decline as a result of sales,
or the perception that sales could occur, of a large number of shares available
in the public market after this Offering. Such sales also might make it more
difficult for us to sell equity securities in the future at a time and at a
price that we deem appropriate. At October 8, 2006, we had a total of 37,789,114
shares of common stock outstanding, but there were also 25,823,624 shares that
could be acquired upon the conversion or exercise of outstanding notes, options
and warrants. Upon the conversion or exercise of these securities, your interest
in SearchHelp will be diluted.

WE HAVE NEVER PAID ANY CASH DIVIDENDS

SearchHelp has never paid any cash dividends on its shares of common stock and
there are presently no plans being considered that would result in the payment
of cash dividends.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports and other information with
the Securities and Exchange Commission (the "SEC"). You may read and copy any
document that we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York, and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Our SEC filings are also
available to you free of charge at the SEC's web site at http://www.sec.gov.

We have filed with the SEC a registration statement on Form SB-2 with
respect to the common stock that may be sold under this prospectus. This
prospectus does not contain all of the information set forth in that
registration statement, certain parts of which are not included in accordance
with the rules and regulations of the SEC. Copies of that registration statement
can be obtained from the Public Reference Section of the SEC at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

USE OF PROCEEDS

We will not receive proceeds from the sale of the shares offered by means
of this prospectus. We will use any proceeds we receive from the exercise by
holders of the warrants as working capital.

CAPITALIZATION

The following table sets forth our actual capitalization at June 30, 2006.
You should read this section in conjunction with our financial statements and
related notes appearing elsewhere in this prospectus.

Current liabilities $ 1,027,218
Other liabilities 1,451,737
Stockholders' equity: common stock, $.0001 par value,
250,000,000 shares authorized, 37,704,308 shares
issued and outstanding 3,770
Additional paid-in capital 8,882,947
Accumulated deficit (8,873,025)
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Total stockholders' equity 13,692
Total Capitalization $ 2,492,647
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion together with our consolidated
financial statements and the related notes included elsewhere in this
prospectus.

Forward-Looking Statements

Except for the historical information contained in this prospectus, the matters
discussed below or elsewhere in this prospectus may contain forward-looking
statements that involve risks and uncertainties that could cause actual results
to differ materially from those contemplated by the forward-looking statements.
SearchHelp, Inc. makes all forward-looking statements under the provisions of
the safe harbor section of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements reflect our views and assumptions based on
information currently available to management. These views and assumptions are
based on, among other things, our operating and financial performance over
recent years and management's expectations about our business for the current
and future fiscal years. Although we believe that the expectations reflected in
such forward-looking statements are reasonable, we can give no assurance that
these expectations will prove to be correct. Forward-looking statements are
subject to various risks, uncertainties and assumptions, including, but not
limited to, the factors we describe under "Risk Factors," and (a) our ability to
secure necessary capital in order to continue to operate (b) our ability to
complete and sell our products and services, (c) our ability to achieve levels
of sales sufficient to cover operating expenses, (d) prevailing economic
conditions which may significantly deteriorate, thereby reducing the demand for
our products and services, (e) regulatory or legal changes affecting our
business and (f) the effectiveness of our relationships in the imaging products
business.

General

Our business consists principally of

o the sale and distribution of software designed to help parents protect
their children while on the Internet through FamilySafe; and

o the sale and distribution of imaging products through ETP. ETP is also
responsible for selling the Sentry software.

We conducted a "soft launch" of our Sentry At Home software in CompUSA stores in
November and December 2005 to validate its packaging and pricing and have
received indications that our software products have been well received. As a
result, we are currently shipping all three of our Sentry software products to
national retailers, including CompUSA, Fry's Electronics, Office Max and Meijer,
on both a consignment and net sale basis. In addition, we are currently in
discussions with several major US retailers to carry our software products on a
net sale basis.

We are aggressively seeking opportunities in the media to spotlight our products
and services. On June 1, 2006, we engaged The Dilenschneider Group, a public
relations consulting firm specializing in strategic corporate counseling with
locations in New York and Chicago, to advise management on public relations and
implement a media relations effort targeting business and trade press. Through
their efforts, we have begun to secure several interviews and articles in the
general and trade media as well as product reviews and awards for our Sentry
software products. Additionally, our entire Sentry line of products will be
featured on PTG TV's (www.ptgtv.com) "Pulse on America" series. The segment will
appear in select nationwide markets on the ABC Family Network and regionally on
CNN's Headline News network throughout the remainder of 2006.

On May 2, 2006, our Sentry Predator Locator product won a "LISA" award,
sponsored annually by LISTnet, the Long Island Software & Technology Network, as
one of Long Island's top software products of 2006. On August 8, 2006, our
Sentry Remote product was named an "Outstanding Product" in iParenting Media's
annual competition for notable new products serving the needs of parents.

The financial statements in this prospectus have been prepared assuming that we
will continue as a going concern. As reflected in the financial statements, we
incurred net losses of $1,934,271 and $648,230 for the six months ended June 30,
2006 and 2005, respectively. In addition, we had negative working capital of
$463,358 and an accumulated deficit of $8,873,025 at June 30, 2006.

These circumstances raise substantial doubt about our ability to continue as a
going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty. Management's
efforts have been directed towards the development and implementation of a plan
to generate sufficient revenues to cover all of our present and future costs and
expenses. The plan includes, among other things, developing and selling products
and services oriented towards improving family safety and well being. We have
been successful in raising financing from equity transactions. A total of
$623,000 was raised in 2005. During the first half of 2006, we raised $1,817,000
from the private placement of convertible notes and warrants. For the period
from July 1, 2006 to September 8, 2006, we raised an additional gross amount of
$345,000 and the total raised from these private placements aggregated gross
proceeds of $2,785,000.

Results of Operations

Overview of the Six Months Ended June 30, 2006

During the first half of 2006, we continued to focus on three primary
operating priorities:

o Final Product Design and Delivery. We continue to validate the
packaging and pricing for our Sentry line of software products and
have worked closely with retailers to design several forms of
packaging to effectively deliver our products into the marketplace.
We are currently shipping all three of our Sentry software products
to national retailers on both a consignment and net sale basis.

o Establish and Enhance Sales and Distribution Channels. We have
aggressively pursued distribution and sales agreements to gain
access to retailers and are currently in discussions with several
major US retailers to carry our software products. We have begun to
actively seek affinity partners to promote and distribute our
software products through national faith based and civic
organizations, education channels and charitable organizations.

o Addressing our liquidity and capital needs. Since inception, we have
not generated any significant cash flows from operations; therefore,
we have funded our operations by issuing notes and by the sale of
common stock. Management has determined that we will require
additional capital in order to fully exploit the growing market for
our products and services. During the first half of 2006, we raised
$1,817,000 from the private placement of convertible notes and
warrants.

Comparison of the Results for the Six Months Ended June 30, 2006 and 2005

During the six months ending June 30, 2006, we had revenues of $48,883, net of
discount, from sales of software and imaging products. The cost of these sales
totaled $30,709. Gross profit was $18,174. Our net loss was $ 1,934,271, of
which $1,688,316 was the loss from operations.

Revenue for the six months ending June 30, 2006 and 2005 was $48,883 and
$159,314, respectively, a decrease of $110,431. During the first half of 2006,
we did not enjoy the benefit of revenue attributable to sales of imaging
products, as we had since the acquisition of ETP in mid-2005. Due to pricing
concerns in the marketplace, ETP has been in discussions with Fuji for several
months concerning the pricing of the imaging products to be supplied under its a
supply agreement. Because we were unable to agree with Fuji on mutually
acceptable pricing for the products, ETP submitted a notice of termination that
became final on July 14, 2006. Management has not made any decision as to
whether ETP will discontinue the imaging-products portion of SearchHelp's
business.

Factors contributing to our loss were an increase in compensation costs and
selling expenses as we geared up to bring our software products to market as
well as absorption of additional staff from the acquisition of ETP. Compensation
costs (which include salaries, taxes and benefits and share-based compensation),
included in general and administrative expenses, totaled $997,734 and $397,273
for the six months ended June 30, 2006 and 2005, respectively, an increase of
$600,461. Approximately $302,000 of this increase reflects costs associated with
the signing of five employment contracts since the second quarter of 2005 as
well as the hiring of sales staff and the addition of ETP personnel. An
additional $248,000 is attributable to our adoption of FAS 123 (R) to account
for share-based compensation and $50,000 reflects bonuses earned by an officer
in connection with meeting liquidity milestones.

Selling expenses increased by approximately $17,000 for the six months ended
June 30, 2006 from the comparable period of the prior year as a result of
increased activity surrounding the launch of our Sentry line of software
products.

Interest expense for the six months ending June 30, 2006 and 2005 was $294,821
and $16,033, respectively, an increase of $278,788. This increase in interest
expense is a result of our paying interest on the convertible notes and
recognizing amortization of the beneficial conversion feature and the discount
related to the value of the warrants. There was no similar activity in the first
half of 2005. Additionally, amortization expense from deferred financing costs
totaled $29,828 for the six months ended June 30, 2006 which was absent in the
first half of 2005. Interest expense from related parties increased by $31,970
for the six months ended June 30, 2006 from the comparable period of the prior
year and reflects a corresponding increase in stockholder loans.

Liquidity and Capital Resources

Our liquidity and capital needs relate primarily to working capital and other
general corporate requirements. To date, we have funded our operations with
stockholder loans and by issuing notes and by the sale of common stock.

Since inception, we have not generated any significant cash flows from
operations. At June 30, 2006, we had cash and cash equivalents of $335,715 and a
working capital deficiency of $463,358. Net cash used in operating activities
for the six months ended June 30, 2006 was $1,263,314. If we do not generate
sufficient revenues from the sales of our products in an amount necessary to
meet our cash needs, we would need additional financing to continue to operate.
As we increase sales from our products and services, we expect to increase cash
flows from operations.

Net cash used in investing activities for the six months ended June 30, 2006 was
$202,396 and is attributable primarily to equipment purchases and software
development costs.

Net cash provided from financing activities was $1,674,451 for the six months
ended June 30, 2006. The cash flow from financing activities was primarily
derived from notes and loans payable.

On July 12, 2005, we began a private placement to accredited investors of units,
consisting of (a) a 10% convertible note and (b) warrants to purchase 10,000
shares of common stock, par value $0.0001 per share, exercisable at $0.50 per
share, for $10,000 per unit. The notes are currently convertible at any time at
the option of the holder into our common stock at the conversion rate of $0.40
per share. We closed this offering on December 8, 2005 and began a new offering
on December 19, 2005, offering the same securities on substantially the same
terms as the prior offering, except for an exclusive placement agent provision
for 45 days and a change in the placement agent's fee structure. As of June 30,
2006, we have raised a total gross amount of $2,440,000 from the combined
offerings. As of September 8, 2006, the total raised from these private
placements aggregated $2,785,000.

While we have been successful in raising financing from equity transactions as
mentioned above, we are dependent on improved operating results and possibly
raising additional funds over the next twelve month period. There are no
assurances that we will be able to raise additional funding.

Significant and Critical Accounting Policies:

(a) Basis of Presentation: The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The accompanying financial statements include the
accounts of SearchHelp, Inc. and its wholly owned subsidiaries. All intercompany
transactions have been eliminated in consolidation. Results of operations
include ETP from the date of acquisition.

(b) Revenue Recognition: We recognize revenues in accordance with accounting
principles generally accepted in the United States of America. Imaging product
revenue is derived from various sources which are described as follows: (i)
Royalty income is recognized when earned according to the terms of the various
license agreements; (ii) Revenues in the form of direct sales of merchandise are
recognized when title passes; (iii) Commissions from the on-line sale of sponsor
products are recognized at the date of shipment. Revenue from the sales of
software shipped on a consignment basis is recognized when proof of sale to the
end user is provided by the retailer. Revenue from the sales of software
products on the Internet or to retailers on a net sale basis are recognized at
the date of shipment.

(c) Use of Estimates: The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results could differ from
those estimates.

(d) Stock-based Compensation: Effective January 1, 2006, our 2004 Stock Plan is
accounted for in accordance with the recognition and measurement provisions of
Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based
Payment ("FAS 123(R)"), which replaces FAS No. 123, Accounting for Stock-Based
Compensation, and supersedes Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations. FAS 123
(R) requires compensation costs related to share-based payment transactions,
including employee stock options, to be recognized in the financial statements.
In addition, we adhere to the guidance set forth within the Securities and
Exchange Commission Staff Accounting Bulletin No. 107, which provides the
staff's views regarding the interaction between SFAS No. 123(R) and certain SEC
rules and regulations and provides interpretations with respect to the valuation
of share-based payments for public companies. Prior to January 1, 2006, we
accounted for similar transactions in accordance with APB No. 25 which employed
the intrinsic value method of measuring compensation cost. Accordingly,
compensation expense was not recognized for fixed stock options if the exercise
price of the option equaled or exceeded the fair value of the underlying stock
at the grant date.

(e) Earnings Per Share: SearchHelp utilizes Statement of Financial Accounting
Standards No. 128, "Earnings Per Share". Basic earnings per share is calculated
on the weighted effect of all common shares issued and outstanding, and is
calculated by dividing net income available to common stockholders by the
weighted average shares outstanding during the period. Diluted earnings per
share, which is calculated by dividing net income available to common
stockholders by the weighted average number of common shares used in the basic
earnings per share calculation, plus the number of common shares that would be
issued assuming conversion of all potentially dilutive securities outstanding,
is not presented separately as it is anti-dilutive. The potentially dilutive
securities (options and warrants) outstanding and which are excluded are
14,186,090 and 7,623,390 for the years ended December 31, 2005 and 2004,
respectively.

(f) Software Research and Development Costs: Research and development costs are
expensed as incurred. In accordance with the provisions of SFAS No. 86,
"Accounting for the costs of computer software to be sold or otherwise
marketed." Software development costs are subject to capitalization beginning
when a product's technological feasibility has been established and ending when
a product is available for release to customers. We intend to release its
products as soon as possible after technological feasibility has been
established. As a result, costs subsequent to achieving technological
feasibility should not be significant and all software development costs are
expensed as incurred. For the year ended December 31, 2005, we capitalized
$425,000 of software development costs for our Sentry Predator Locator product
and for the year ended December 31, 2004, we incurred $81,200 of development
costs which was charged to operations. The software costs are amortized on a
straight line basis over the estimated useful life of three years. Amortization
expense for the years ended December 31, 2005 and 2004 was $124,787 and
$127,246, respectively. Amortization expenses for 2006, 2007, 2008 and 2009 are
estimated to be $187,900, $187,900, $158,333 and $32,133, respectively.

(g) Goodwill: Under the provisions of SFAS No. 142, "Goodwill and Other
Intangible Assets", goodwill is to be tested for impairment at least annually at
the reporting unit level. To accomplish this, we determined the fair value of
the reporting unit and compared it to the carrying amount of the reporting unit
at the balance sheet date. No impairment charges resulted from this evaluation
for the year ended December 31, 2005 since the fair value of the reporting unit
exceeded the carrying amount.

Recently Issued Accounting Pronouncements:

In December 2004, the FASB issued a revision of SFAS No. 123 "Share-Based
Payment" (No. 123R). Effective January 1, 2006, our Plan is accounted for in
accordance with the recognition and measurement provisions of Statement of
Financial Accounting Standards ("FAS") No. 123 (revised 2004), Share-Based
Payment ("FAS 123(R)"), which replaces FAS No. 123, Accounting for Stock-Based
Compensation, and supersedes Accounting Principles Board Opinion ("APB") No. 25,
Accounting for Stock Issued to Employees, and related interpretations. FAS 123
(R) requires compensation costs related to share-based payment transactions,
including employee stock options, to be recognized in the financial statements.
In addition, we adhere to the guidance set forth within Securities and Exchange
Commission ("SEC") Staff Accounting Bulletin ("SAB") No. 107, which provides the
Staff's views regarding the interaction between SFAS No. 123(R) and certain SEC
rules and regulations and provides interpretations with respect to the valuation
of share-based payments for public companies.

Prior to January 1, 2006, we accounted for similar transactions in
accordance with APB No. 25 which employed the intrinsic value method of
measuring compensation cost. Accordingly, compensation expense was not
recognized for fixed stock options if the exercise price of the option equaled
or exceeded the fair value of the underlying stock at the grant date.

While FAS No. 123 encouraged recognition of the fair value of all
stock-based awards on the date of grant as expense over the vesting period,
companies were permitted to continue to apply the intrinsic value-based method
of accounting prescribed by APB No. 25 and disclose certain pro-forma amounts as
if the fair value approach of FAS No. 123 had been applied. In December 2002,
FAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure,
an amendment of FAS No. 123, was issued, which, in addition to providing
alternative methods of transition for a voluntary change to the fair value
method of accounting for stock-based employee compensation, required more
prominent pro-forma disclosures in both the annual and interim financial
statements. We complied with these disclosure requirements for all applicable
periods prior to January 1, 2006.

In adopting FAS 123(R), we applied the modified prospective approach to
transition. Under the modified prospective approach, the provisions of FAS 123
(R) are to be applied to new awards and to awards modified, repurchased, or
cancelled after the required effective date. Additionally, compensation cost for
the portion of awards for which the requisite service has not been rendered that
are outstanding as of the required effective date shall be recognized as the
requisite service is rendered on or after the required effective date. The
compensation cost for that portion of awards shall be based on the grant-date
fair value of those awards as calculated for either recognition or pro-forma
disclosures under FAS 123.

We previously accounted for options granted to our non-employee
consultants using the fair value cost in accordance with FAS 123 and EITF No.
96-18. The adoption of FAS 123(R) and SAB 107 as of January 1, 2006, had no
material impact on the accounting for non-employee awards. We continue to
utilize the additional guidance set forth in EITF Issue No. 96-18, "Accounting
for Equity Instruments That Are Issued to Other Than Employees" ("EITF 96-18").

MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS

SearchHelp's public offering was completed on July 23, 2003. We sold a total of
2,474,000 units in the public offering. Each unit consisted of one share of
Common Stock, one Class A Warrant, exercisable for five years, to purchase a
share of Common Stock at $0.75 per share ("Class A Warrant") and one Class B
Warrant, exercisable for seven years, to purchase a share of Common Stock at
$1.75 per share ("Class B Warrant"). The Common Stock, Class A Warrants and
Class B Warrants are quoted on the Over-The-Counter Bulletin Board and trade
under the symbol SHLP, SHLPW and SHLPZ respectively and have a market price, as
of October 18, 2006, of $0.37, $0.06 and $0.04, respectively. All of our
securities are thinly traded; in fact, the Class B Warrants have not had any
trades since mid-March.

As of October 18, 2006, we had outstanding 37,789,114 shares of our Common
Stock, par value $0.0001 per share, 2,474,000 Class A Warrants and 2,474,000
Class B Warrants. None of the Class A Warrants or Class B Warrants have been
exercised. Also outstanding were a placement agent warrant to purchase 247,400
units (comprised of one share of common stock, one Class A Warrant and one Class
B Warrant) and another placement agent warrant to purchase 172,800 shares of our
Common Stock at a purchase price of $0.30 per share.

Price Range of Common Stock

Quarter Ended High Low

June 30, 2006 $ 0.50 $ 0.29
March 31, 2006 $ 0.66 $ 0.35

December 31, 2005 $ 0.51 $ 0.35
September 30, 2005 $ 0.60 $ 0.41
June 30, 2005 $ 0.51 $ 0.25
March 31, 2005 $ 0.47 $ 0.26

December 31, 2004 $ 0.40 $ 0.17
September 30, 2004 $ 0.70 $ 0.17
June 30, 2004 $ 0.95 $ 0.41
March 31, 2004 $ 0.90 $ 0.40

December 31, 2003 $ 0.82 $ 0.45
September 30, 2003 $ 0.51 $ 0.35

Price Range of Class A Warrants

Quarter Ended High Low

June 30, 2006 $ 0.11 $ 0.09
March 31, 2006 $ 0.17 $ 0.06

December 31, 2005 $ 0.16 $ 0.09
September 30, 2005 $ 0.16 $ 0.11
June 30, 2005 $ 0.21 $ 0.11
March 31, 2005 $ 0.23 $ 0.12

December 31, 2004 $ 0.13 $ 0.11
September 30, 2004 $ 0.16 $ 0.11
June 30, 2004 $ 0.21 $ 0.09
March 31, 2004 $ 0.18 $ 0.12

December 31, 2003 $ 0.23 $ 0.13
September 30, 2003 $ 0.20 $ 0.10

Price Range of Class B Warrants

Quarter Ended High Low

June 30, 2006 N/A N/A
March 31, 2006 $ 0.08 $ 0.04

December 31, 2005 $ 0.04 $ 0.04
September 30, 2005 $ 0.07 $ 0.05
June 30, 2005 $ 0.07 $ 0.04
March 31, 2005 $ 0.05 $ 0.04

December 31, 2004 $ 0.05 $ 0.03
September 30, 2004 $ 0.06 $ 0.05
June 30, 2004 $ 0.11 $ 0.07
March 31, 2004 $ 0.11 $ 0.05

December 31, 2003 $ 0.11 $ 0.05
September 30, 2003 $ 0.11 $ 0.03

Holders

As of October 18, 2006, there were approximately 207 holders of record of our
common stock, approximately 23 holders of record of our Class A Warrants and
approximately 47 holders of record of our Class B Warrants.

Dividends

Since our organization, we have not paid any cash dividends on our common stock,
nor do we plan to do so in the foreseeable future.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth aggregate information, as of December 31, 2005,
about compensation plans and including individual compensation arrangements
under which SearchHelp's equity securities are authorized for issuance:

Number of securities to be Weighted-average exercise Number of securities remaining
issued upon exercise of price of outstanding options, available for future issuance
outstanding options, warrants warrants and rights under equity compensation plans
and rights

Equity compensation plans 1,500,000 $0.41 306,910
approved by security holders

Equity compensation plans not 0 0 0
approved by security holders

Total 1,500,000 $0.41 306,910

BUSINESS

SearchHelp, Inc. was incorporated in the State of Delaware on September 5, 2001.
We are a successor to SH Networks.com, Inc., formerly known as SearchHelp.com,
Inc., a New York corporation incorporated on January 29, 2001, and E-Com
Marketing Group, Inc, a New York corporation, incorporated on January 29, 1999.
SearchHelp completed its initial public offering on July 23, 2003.

We are currently focusing on the sale and distribution of software designed to
help parents protect their children while on the Internet through our
subsidiary, FamilySafe, Inc. and sales of film and cameras through our
subsidiary, E-Top-Pics, Inc.

Business Summary

Our business consists principally of

o the sale and distribution of software designed to help parents
protect their children while on the Internet through FamilySafe; and

o the sale and distribution of imaging products through ETP. ETP is
also responsible for selling the Sentry software.

FamilySafe

FamilySafe owns the technology for two of our software products, "Sentry At
Home" and "Sentry Remote."

Sentry At Home is a comprehensive software product whereby parents are able to
set the security permission levels for their children when they are online using
a personal computer. It allows parents to track all online activity, filter web
browsers and instant messaging and limit and control computer usage. It also
enables parents to receive instant email or visual alerts on their computers or
PDAs and SMS text messages sent to their cell phones when questionable activity
occurs and can even automatically lock-down the application. Parents can also
monitor activity logs via the web as well as make any necessary changes to
security settings and alert triggers. Sentry Remote is a real-time monitoring
product that gives parents freedom to see whatever their children are doing
online from any Internet-enabled device, anywhere in the world. Not only can
parents view all previously logged activity, they can also see all activities
being conducted on the child's computer and even interact with their children in
real-time. The parent can, if necessary, remotely terminate the chat session or
application, or lock-down the entire computer. In late 2005, we began
distributing our products through retail distributors, as well as directly via
the Internet.

E-Top-Pics, Inc.

In order to immediately establish a distribution network for our Sentry At Home
and Sentry Remote products, SearchHelp acquired E-Top-Pics, Inc., a privately
held Massachusetts corporation engaged in marketing and distribution, on June 8,
2005 in exchange for 4,000,000 restricted shares of SearchHelp common stock. ETP
is now a wholly owned subsidiary of SearchHelp.

Amber Alert Agent and Sentry Predator Locator

On November 4, 2005, we concluded an exchange agreement with AmberAlertAgent,
Inc. and its stockholders. We issued 1,500,000 restricted shares of SearchHelp
common stock in exchange for 100% of AAA capital stock. The stock is being held
in escrow until the delivery of product and services are made to SearchHelp.
Amber Alert Agent holds our rights to our Sentry Predator Locator product.
Sentry Predator Locator allows parents to locate registered sexual predators
living in any specified geographic location in the United States, combining
extensive search and identification functionality, including enhanced photo
imagery with complete `rap sheets' on the individuals, derived from a
continually updated, comprehensive national database. With Sentry Predator
Locator, users are not only able to see exactly where registered sex offenders
live, they are also provided with proactive notification of any change in the
status of a local individual via email, cell phone text message (SMS) or desktop
icon. In addition, the application is the first to support the same type of
real-time notifications for localized Amber Alerts. In April 2006, we began
distributing Sentry Predator Locator through retail distributors, as well as
directly via the Internet.

Competition

We compete for business with other companies that have child-monitoring software
that includes the following:

Program Name: Manufacturer:

NetNanny LookSmart, Ltd.
Cybersitter Solid Oak Software, Inc. (US)
CyberPatrol SurfControl
McAfee Parental Controls Networks Associates Technology, Inc.
Norton Parental Controls Symantec Corporation
FilterPak S4F, Inc.
Cyber Alert Infoworks
Safe Eyes SafeBrowse
Cyber Sentinel Security Software Systems, Inc.
Cyber Snoop Pearl Software, Inc.

We plan to respond promptly and effectively to the challenges of technological
change, evolving standards and our competitors' innovations by continuing to
enhance our products and services, as well as our sales and marketing channels.

Imaging Products

ETP was party to a Supply Agreement, dated as of September 27, 2005, with Fuji
Photo Film U.S.A., Inc. to market and distribute Fuji's film products in the
United States commercial market, a market where Fuji has a limited sales force.
However, SearchHelp's management later determined that the pricing structure
under the agreement made it uneconomical for SearchHelp to perform its
obligations as originally agreed. The agreement contemplated that this situation
might occur and provides options to the parties, including a renegotiation of
the pricing terms or possible early termination of the agreement.
Representatives of SearchHelp began negotiating with Fuji in March 2006, but no
compromise was reached. On July 14, 2006, this agreement was terminated.

The termination of the agreement means that ETP will not be required to meet the
minimum purchase quantities specified in the agreement, but ETP is obligated by
the terms of the agreement to consummate the purchase of products ordered prior
to termination. However, ETP and Fuji are continuing their discussions
concerning the disposition of such products. Management believes that these
discussions will result in pricing terms that will enable ETP to liquidate the
inventory without having a material effect on SearchHelp.

Management has not made any decision as to whether ETP will discontinue the
imaging-products segment of its business.

Marketing

We began selling our Sentry products in December of 2004 over the Internet. We
have a distribution agreement with Navarre Corporation, one of the largest
distributors of software in the United States. This agreement gives us access to
retail stores including CompUSA, Best Buy, Office Max, Staples, Micro Center,
Fry's Electronics, BJ's Wholesale Clubs and the U.S. Military Exchange.

On December 14, 2005, we entered into a five-year marketing consulting services
agreement with Sharpworx International to provide us with increased domestic
distribution and our first international sales channel for our suite of parental
control software, enterprise monitoring solutions and photographic imaging
products. Sharpworx brings particular expertise in marketing to, among others,
business associations, members of the National Black Chamber of Commerce, Native
American businesses, religious groups, Internet service providers and computer
manufacturers.

SearchHelp is aggressively seeking opportunities in the media to spotlight its
products and services. On June 1, 2006, we engaged The Dilenschneider Group, a
public relations consulting firm specializing in strategic corporate counseling
with locations in New York and Chicago, to advise management on public relations
and implement a media relations effort. Through their initial efforts, we have
secured several interviews and articles in the general and trade media for our
Sentry software products as well as product reviews and awards.

Employees

As of September 1, 2006, SearchHelp and its subsidiaries had ten full time
employees.

Property

SearchHelp leases an executive office at 6800 Jericho Turnpike, Suite 208E,
Syosset, New York 11791, containing approximately 1,868 square feet. The rent is
$4,268.38 per month through June 30, 2007, but the landlord has agreed to apply
credits of $3,801.38 per month in August and September 2006. The total rent
obligation for each calendar year is as follows:

Year ending Amount
----------- ------
December 31, 2006 $13,739
December 31, 2007 $51,886
December 31, 2008 $53,506
December 31, 2009 $55,182
December 31, 2010 $56,917
December 31, 2011 $43,768

E-Top-Pics, Inc. leases office space at 56 Roland Street, Boston, Massachusetts
on a month to month basis. The monthly rent is $1,807.

Rent expense was $22,270 and $12,987 for the years ended December 31, 2005 and
2004 respectively.

Legal Proceedings

SearchHelp and its subsidiaries are not currently party to any legal
proceedings.

MANAGEMENT

SearchHelp has a four-member board of directors. Each director holds office
until the next annual stockholders meeting or until a successor is duly elected
or appointed. The biographies of the members of the board and our executive
officers appear below.

Year
Name Age Position Began Service
---- --- -------- -------------

William Bozsnyak 46 Chairman of the Board of Directors and 2001
Chief Executive Officer

Joseph Carrizzo 49 Director and President 2001

Brian P. O'Connor 62 Director, Chief Operating Officer, Executive 2005
Vice President and Chief Marketing Officer

David M. Barnes 63 Director 2005

John Caruso 47 Senior Vice President and Chief Financial Officer 2006

William Bozsnyak is the founder, chief executive officer and chairman of the
board of SearchHelp. After a successful career in the financial services
industry, Mr. Bozsnyak created a local Internet portal in 1998 which focused on
meeting the advertising needs of small businesses that were not being met on a
national level. In addition to his current duties, Mr. Bozsnyak has served
SearchHelp in several capacities since its inception in January 2001 including
treasurer, chief financial officer and vice president.

Prior to forming SearchHelp, Mr. Bozsnyak began his career with J.P. Morgan
Securities Inc. in 1982 and rose to become a vice president in its Institutional
Fixed Income Sales Department. In 1993, he left Morgan to join UBS Securities
Inc. as vice president of its Global Fixed Income Department. In this role, he
was responsible for the sale of U.S. fixed income securities to major
institutional U.S. firms.

Mr. Bozsnyak graduated in 1982 from the New York Institute of Technology with a
Bachelor's in Business Administration and a minor in Finance.

Joseph Carrizzo is the president of SearchHelp. He has served as one of our
directors since 2001 and sat on the audit committee and compensation committee
until becoming president in April 2005

Mr. Carrizzo began his financial career in 1983 at Lehman Brothers where he rose
through the ranks to become a Senior Vice President and trader in the corporate
bond department. In 1995, Mr. Carrizzo ended his Wall Street career at Lehman
and became an independent distributor of personal care and anti-aging products,
including the distribution of technology and telecom services, until 2005.

After receiving a New York State congressional nomination, Mr. Carrizzo attended
the United States Military Academy at West Point from 1975 to 1977. He continued
his studies at C.W. Post College where he graduated in 1980 with a Bachelor's
degree in Finance and a minor in Economics

Brian O'Connor is the founder and President of E-Top-Pics, Inc. Mr. O'Connor was
formerly the vice president for North American and Asia Pacific Sales for
Polaroid Corporation from 1989 to 1998. In this capacity, he was responsible for
sales and marketing of Polaroid's U.S. business, generating over $1.1 billion in
sales with over 900 employees. While at Polaroid, he also established an
international consumer sales group in Asia, Japan, South America, Africa and the
Middle East for Polaroid component products.

In 1998, Mr. O'Connor left Polaroid to start World Wide Commerce Exchange, Inc.,
a company that provided consulting in marketing to large corporations. In 2002,
Mr. O'Connor started E-Top-Pics, Inc., a company that had licenses with NASCAR
teams to sell cameras and film with drivers' and cars' pictures imprinted on the
cameras. Also in 2002, Mr. O'Connor started a brownie company called Ann's
Boston Brownies.

Mr. O'Connor currently serves on the board of directors of the Dana Farber
Cancer Institute and the Jimmy Fund Advisory Council. Formerly, he served on the
board of directors of the Carroll School for Dyslexic Children and The New
England Sports Museum.

Mr. O'Connor became a member of the SearchHelp Board of Directors as well as the
Executive Vice President and Director of Marketing for SearchHelp upon
completion of the acquisition of E-Top-Pics, Inc. on June 8, 2005. David M.
Barnes became a director in April of 2005. Mr. Barnes serves as chairman and
financial expert on our audit committee and compensation committee. He has more
than 40 years of experience in finance and public accounting.

Mr. Barnes served as a director and the chief financial officer of American
United Global, Inc. ("AUGB") from May 1996 through July 2006 when the company
was acquired.

He is also chief financial officer of Cyber Defense Systems, Inc. (CYDF) and of
Neah Power Systems, Inc. (NPWS), a director of Proxity, Inc. (PRXT), a director
and the audit committee financial expert of Thinkpath Inc. (THPHF), and is a
director and chairman of the audit and compensation committees of MDWerks, Inc.
(MDWK).

John Caruso became Senior Vice President and Chief Financial Officer on May 2,
2006. Mr. Caruso has over 25 years of accounting and management-level
experience. From November 2004 through April 2006, Mr. Caruso served as Vice
President and Controller of First Sterling Financial, Inc., a real estate
syndicator of affordable housing across the U.S. and Puerto Rico. From April
2002 through June 2004, he served as Vice President of Finance and
Administration and CFO for AccountantsWorld, Inc., a developer of software and
provider of Internet services for the accounting profession where he engineered
a multi-million dollar sale of a software product line.

From September 1999 through October 2001, Mr. Caruso was Senior Vice President
of Finance and Operations for CityReach International Ltd., a London-based owner
and operator of data centers throughout Europe. In this capacity, Mr. Caruso was
a key factor in raising over $300 million in capital and he was directly
responsible for the daily operation of approximately one million square feet of
technical space in eight countries with over 300 employees.

Earlier in his career, Mr. Caruso worked as a certified public accountant with
national and regional accounting firms. He graduated from Brooklyn College in
1980 with a Bachelor's degree in Accounting.

Legal Proceedings

None of our officers or directors has, during the last five years: (i) been
convicted in or is currently subject to a pending a criminal proceeding; (ii)
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to any Federal or state securities or banking
laws including, without limitation, in any way limiting involvement in any
business activity, or finding any violation with respect to such law, nor (iii)
has any bankruptcy petition been filed by or against the business of which such
person was an executive officer or a general partner, whether at the time of the
bankruptcy or for the two years prior thereto.

Audit Committee

On April 2, 2003 the Board of Directors established an Audit Committee, which
consists of one director, who must be an independent director, as defined in the
Charter for the Audit Committee. The Audit Committee consists of David Barnes,
as Chairman. Members of the Committee are appointed by the Board of Directors
and serve one-year terms. Members may be removed by the Board of Directors at
any time with or without cause. Upon the removal or resignation of a member, the
Board of Directors may appoint a successor to serve the remainder of the
unexpired term. The Audit Committee will meet at least four times annually and
more frequently as circumstances dictate.

The purpose of the Audit Committee is to assist the Board of Directors in
fulfilling its oversight responsibilities with respect to: (i) the integrity of
the financial reports and other financial information provided by us to the
public or any governmental body; (ii) our compliance with legal and regulatory
requirements; (iii) our systems of internal controls regarding finance,
accounting and legal compliance; (iv) the qualifications and independence of our
independent auditors; (v) the performance of our internal audit function and
independent auditors; (vi) our auditing, accounting, and financial reporting
processes generally; and (vii) the performance of such other functions as the
Board of Directors may assign from time to time. The Audit Committee has the
authority to:

o make recommendations to the Board of Directors regarding the appointment or
replacement of independent public accountants;

o confer with our independent public accountants regarding the scope, method and
results of the audit of our books and accounts;

o review our financial reporting process and the management recommendations made
by our independent public accountants;

o recommend and implement any desired changes to our audit procedures; and

o perform such other duties as the Board of Directors may from time to time
direct.

Audit Committee Financial Expert

Our Board of Directors has determined that David M. Barnes qualifies as its
"audit committee financial expert", as defined in paragraph (e) (2) of Item 401
of Regulation S-B and has therefore appointed him as such.

Code of Ethics

Our board of directors adopted a Code of Ethics that covers all executive
officers of our company and its subsidiaries. The Code of Ethics requires that
senior management avoid conflicts of interest; maintain the confidentiality of
information relating to our company; engage in transactions in shares of our
common stock only in compliance with applicable laws and regulations and the
requirements set forth in the Code of Ethics; and comply with other requirements
which are intended to ensure that such officers conduct business in an honest
and ethical manner and otherwise act with integrity and in the best interest of
our company.

All our executive officers are required to affirm in writing that they have
reviewed and understand the Code of Ethics.

Any amendment of our Code of Ethics or waiver thereof applicable to any of our
principal executive officer, principal financial officer and controller,
principal accounting officer or persons performing similar functions will be
disclosed on our website within 5 days of the date of such amendment or waiver.
In the case of a waiver, the nature of the waiver, the name of the person to
whom the waiver was granted and the date of the waiver will also be disclosed. A
copy of our Code of Ethics was filed with the Form 10-KSB we filed with the
Securities and Exchange Commission on March 16, 2004.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

- -----------------------------------------------------------------------------
Long Term
Annual Compensation Compensation Awards
- -----------------------------------------------------------------------------

Name and Principal Year Salary Bonus Number of
Securities
Underlying
Position Options/SARs
- -----------------------------------------------------------------------------
William Bozsnyak, CEO 2005 $ 80,769(1) -- 1,140,000
---------------------------------------------------
2004 $ 59,999(1) --
---------------------------------------------------
2003 --(2) --
- -----------------------------------------------------------------------------
Joseph Carrizzo, 2005 $ 82,615 -- 3,500,000 (3)
President
---------------------------------------------------
2004 -- -- 770,000
- -----------------------------------------------------------------------------
Brian O'Connor 2005 $ 67,333 -- 1,000,000 (4)
- -----------------------------------------------------------------------------

Employees who were Directors did not receive any additional compensation for
serving on the Board of Directors.

(1) On May 1, 2005, Mr. Bozsnyak signed a new three year employment contract
with us. Mr. Bozsnyak will receive a base salary of $120,000 per year with a 10%
increase each year. Mr. Bozsnyak was also granted an option to purchase
1,000,000 shares of our stock at a purchase price of $0.20 per share. These
options vest fully in three years and expire five years from the date of grant.
Mr. Bozsnyak accrued his salary from January 1, 2004 through September 30, 2004
in the amount of $59,999 and taxes of $4,506. Mr. Bozsnyak waived his salary
under his contract from October 1, 2004, through April 30, 2005. The aggregate
waived salary through December 31, 2004 was $20,000 and $26,667 in 2005.

(2) Mr. Bozsnyak did not take any salary in 2003.

(3) On April 26, 2005, Mr. Carrizzo signed a three year employment contract with
us. Mr. Carrizzo will receive a base salary of $120,000 per year with a 10%
increase each year. Mr. Carrizzo was also granted an option to purchase
3,000,000 shares of our stock at a purchase price of $0.20 per share. These
options vest fully in three years and expire five years from the date of grant.
On April 21, 2005, Mr. Carrizzo was issued an option to purchase 500,000 shares
of common stock at an exercise price of $0.27 per share for services rendered to
us. In December 2003, Mr. Carrizzo agreed to accept an option to purchase
750,000 shares of our common stock, at a purchase price of $0.25 per share, for
business and marketing services rendered to us by him. The value of the services
rendered as determined by both management and Mr. Carrizzo and the fair value of
the option granted, as determined using the Black-Scholes option pricing method,
was $187,500.

(4) On June 8, 2005, Mr. O'Connor signed a three year employment contract with
us. Mr. O'Connor Connor will receive a base salary of $120,000 per year with a
10% increase each year. Mr. O'Connor was also granted an option to purchase
1,000,000 shares of our stock at a purchase price of $0.20 per share. These
options vest fully in three years and expire five years from the date of grant.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

OPTION/SAR GRANTS IN LAST FISCAL YEAR
[Individual Grants]

Number of Percent of total
securities options/SARs
Name underlying granted to Exercise or Expiration date
options/SARs employees in base price
granted (#) fiscal year ($/Share)
---------------- ---------------- ---------------- ----------------

(a) (b) (c) (d) (e)
William Bozsnyak CEO 140,000 2.29% $0.27 4/21/10
1,000,000 16.34% $0.20 5/01/10

Joseph Carrizzo 500,000 8.17% $0.27 4/21/10
President 3,000,000 49.02% $0.20 4/26/10

Brian P O'Connor 1,000,000 16.34% $0.20 6/8/10
Chief Operating
Officer

Director Compensation

Directors who are employees of SearchHelp do not receive any fees for their
service on the Board. During fiscal year 2005, the Board of Directors did not
receive compensation. However, in fiscal year 2005, options to purchase an
aggregate of 60,000 shares of our common stock were issued to the non-employee
Directors at an exercise price of $0.27 per share. The exercise price was
determined by using the midpoint between the bid and ask price of our common
stock on the date of grant. The current non employee Director receives $3,500
per quarter. For the year ended December 31, 2005, this Director received a
total of $10,500 and 200,000 restricted common shares valued at a fair market
value of $0.25.

EMPLOYMENT CONTRACTS
On April 26, 2005, Mr. Carrizzo signed a three year employment agreement with
us. Mr. Carrizzo received an option to purchase 3 million shares of our common
stock at a purchase price of $0.20 per share.

On May 1, 2005, Mr. Bozsnyak signed a new employment agreement with us. Mr.
Bozsnyak received an option to purchase 1 million shares of our common stock at
a purchase price of $0.20 per share.

On June 8, 2005, in connection with the ETP acquisition, Mr. O'Connor signed an
employment agreement with us. Mr. O'Connor received an option to purchase 1
million shares of our common stock at a purchase price of $0.20 per share.

Effective May 2, 2006, John Caruso entered into a three-year employment
agreement with us providing a base salary initially equal to $132,000 per annum,
and increasing by at least five percent in each subsequent year. Mr. Caruso was
also granted options to purchase an aggregate of 900,000 shares of our common
stock at a purchase price of $0.38 per share. These options vest fully in three
years and expire five years from the date of grant.

PRINCIPAL STOCKHOLDERS

The following table sets forth information, as of the date hereof, with respect
to the beneficial ownership of our common stock by each: (i) holder of more than
five percent (5%) of the outstanding shares of our common stock; (ii) our
executive officers and directors; and (iii) all our executive officers and
directors as a group. Our issued and outstanding voting securities at the close
of business on October 18, 2006, consisted of 37,789,114 shares of common stock,
$0.0001 par value per share. Unless otherwise indicated, the address of each of
the named persons is care of SearchHelp, Inc., 6800 Jericho Turnpike, Suite
208E, Syosset, New York 11791.

Shares Percentage
Name and Address Beneficially Owned (1) Beneficially Owned
- --------------------------------- ---------------------- ---------------------
William Bozsnyak (2) 6,140,105 15.92%

Joseph Carrizzo (3) 3,515,000 8.56%

Debbie Seaman (4) 2,698,505 7.14%

Brian P O'Connor (5) 2,566,667 6.67%

David M. Barnes 200,000 *

John Caruso (6) 180,000 *

All directors and executive
officers as a group (5 persons) 12,601,772 29.52%

* less than one percent

(1) Unless otherwise indicated, we believe that all persons named in the table
have sole voting and investment power with respect to all shares of our common
stock beneficially owned by them. A person is deemed to be the beneficial owner
of securities which may be acquired by such person within 60 days from the date
on which beneficial ownership is to be determined, upon the exercise of options,
warrants or convertible securities. Each beneficial owner's percentage ownership
is determined by assuming that options, warrants and convertible securities that
are held by such person (but not those held by any other person) and which are
exercisable within such 60 day period, have been exercised.

(2) Consists of 5,358,438 shares of common stock and options to acquire 781,667
shares of common stock.

(3) Consists of 250,000 shares of common stock and options to acquire 3,265,000
shares of common stock.

(4) Consists of 2,698,505 shares of common stock. Ms. Seaman no longer has any
options to acquire shares of common stock

(5) Consists of 750,000 shares of common stock and options to acquire 666,667
shares of common stock. Also includes 1,150,000 shares of common stock held by
Mr. O'Connor's wife.

(6) Consists of options to acquire 180,000 shares of common stock.

CERTAIN TRANSACTIONS

Due to stockholders

At December 31, 2005, SearchHelp was indebted to its CEO, William Bozsnyak, in
the amount of $754,500 for working capital advances made to us. This includes
loans made in the amount of $581,500 to ETP which enabled ETP to fund purchases
for cameras and film. For the years ended December 31, 2005 and 2004, interest
expense was charged in the amount of $37,511 and $8,000 respectively. The
interest rate used in this calculation is the same interest rate paid to our
short term lender under the revolving line of credit described in Note 8 of the
financial statements. On March 10, 2006, we issued 600,000 shares of our common
stock to Mr. Bozsnyak at a purchase price of $0.30 in repayment of $180,000 of
this loan.

Under the terms of their respective employment contracts, Debbie Seaman, our
former President, and Mr. Bozsnyak are owed $27,640 and $59,999, respectively,
for unpaid wages earned through September 30, 2004. Commencing on October 1,
2004, Ms Seaman and Mr. Bozsnyak both have waived all future salary under their
contracts until such time as our cash flow can sustain such payments. The
cumulative salaries waived through December 31, 2004 were $37,500. For the year
ended December 31, 2005, $49,222 in salaries were also waived. Operations were
charged with a corresponding increase to additional paid-in capital. In May
2005, Mr. Bozsnyak entered into a new employment agreement and has been
receiving his salary under that agreement.

We also owed Mr. Bozsnyak $39,481 in accounts payable at December 31, 2005, for
online advertising he did on our behalf.

We owed our President $1,128 for unreimbursed expenses, at December 31, 2005.

Our former securities counsel, a shareholder, is owed $ 13,976 and $ 22,663 for
unpaid legal services at December 31, 2005 and 2004, respectively.

As of December 31, 2005, we owed $2,775 to the chairman of the audit and
compensation committees, who is a shareholder, per his compensation agreement.

Due to affiliates

The President of ETP has a minority interest in three affiliated companies.
Based upon cash flow needs, there are loans made to and/or from one of these
affiliates as well as from the President of ETP directly. As of December 31,
2005, we owed one of these affiliates $61,257.

Due from affiliate

We outsourced the management of ETP's sky box at Fenway Park to an entity in
which the President of ETP is a minority shareholder. As of December 31, 2005,
this entity owed us $37,955, which has been fully reserved as uncollectible.
This license agreement expired on December 31, 2005 and was not renewed.

Affiliate relationship

ETP has a relationship with an entity, who is also a shareholder and acts as a
conduit in the sales process of the FP-100 Fuji Film. This company has an
agreement with Fuji to purchase FP-100 film from Fuji at a lower price than ETP
can purchase the film. Therefore, ETP pays Fuji directly for the film order,
Fuji drop ships the film to ETP's customer and the customer is invoiced by the
company. ETP then invoices the company. The company is paid within 30 days by
ETP's customer and ETP is paid in 30-45 days from the date of invoice. The risk
of loss is borne by ETP for the product until delivery to the customer.
Accordingly, these sales are reflected gross in the Consolidated Statement of
Operations for the year ended December 31, 2005.

PLAN OF DISTRIBUTION

The holders of our warrants may offer and sell from time to time under
this prospectus the shares received by the holders upon exercise of their
warrants. The holders will act independently of us in making decisions with
respect to the timing, manner and size of each sale. To the extent required, we
may amend and supplement this prospectus to describe a specific plan of
distribution.

The holders may sell the shares covered by this prospectus by several
possible means. These include, but are not limited to, one or any combination of
the types of transactions described in the following list and paragraphs:

o on the OTC Bulletin Board or any other market where our common stock may
trade, at the then-prevailing prices and terms or at prices related to the
then-current market price or at negotiated prices;

o a block trade in which a broker-dealer will attempt to sell shares as
agent, but may position and resell a portion of the block as principal to
facilitate the transaction;

o purchases by a broker-dealer as principal and resale by that broker-dealer
for its own account under this prospectus;

o ordinary brokerage transactions and transactions in which a broker
solicits purchasers; or

o in privately negotiated transactions.

In addition to the list above, the holders may also enter into hedging
transactions with broker-dealers or other financial institutions. In connection
with these transactions, broker-dealers or other financial institutions may
engage in short sales of our common stock in the course of hedging the positions
they assume with that selling holder. The selling holder may also sell our
common stock short and redeliver the shares to close out short positions.

The selling holder may enter into option or other transactions with
broker-dealers or other financial institutions that require that selling
stockholder to deliver the shares offered in this prospectus, and, in turn, the
broker-dealer or other financial institution may resell those shares under this
prospectus, as supplemented or amended to reflect the applicable transaction.

The selling holder may pledge shares of common stock to a broker-dealer or
other financial institution, and, upon a default, that broker-dealer or other
financial institution may sell the pledged shares of common stock under this
prospectus, as supplemented or amended to reflect the applicable transaction. In
addition, any shares of common stock that qualify for sale under Rule 144 under
the Securities Act may be sold under Rule 144 rather than under this prospectus.

The selling holder may sell shares of common stock directly to market
makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. These broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the selling stockholder
or the purchasers of shares of common stock for whom those broker-dealers may
act as agent or to whom they sell as principal or both. This compensation might
be in excess of customary commissions. Market makers and block purchasers that
purchase the shares of common stock will do so for their own account and at
their own risk. It is possible that the selling holder will attempt to sell
shares of common stock in block transactions to market makers or other
purchasers at a price per share that may be below the then-current market price.
We cannot make assurances that all or any of the shares of common stock will be
issued to, or sold by, the selling holder. The selling holder and any brokers,
dealers or agents, upon effecting the sale of any of the shares of common stock
offered by this prospectus, may be deemed "underwriters" as that term is defined
under the Securities Act or the Securities Exchange Act, or the rules and
regulations these acts.

The selling holder may sell all or any part of the shares of common stock
through an underwriter. SearchHelp is not aware of any agreement any selling
holder may have entered into with a prospective underwriter and there is no
assurance that the selling holder will enter into any agreement with a
prospective underwriter. If the selling holder enters into an agreement or
agreements with a prospective underwriter, the relevant details will be set
forth in a supplement or revisions to this prospectus.

To comply with the securities laws of some states, the shares of common
stock must be sold in some jurisdictions only through registered or licensed
brokers or dealers. Also, in some states the shares of common stock may not be
sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is
available and there has been compliance with that requirement.

The anti-manipulation rules of Regulation M under the Securities Exchange
Act may apply to sales of shares of common stock in the market and to the
activities of the selling holder and their affiliates. In addition, we will make
copies of this prospectus available to the selling holder and we informed them
of the need for delivery of copies of this prospectus to purchasers at or prior
to the time of any sale of the shares of common stock offered under this
prospectus.

At the time a particular offer of shares of common stock is made, if
required, a prospectus supplement will be distributed that will set forth the
number of shares of common stock being offered and the terms of the offering,
including the name of any underwriter, dealer or agent, the purchase price paid
by any underwriter, any discount, commission and other item constituting
compensation, any discount, commission or concession allowed or reallowed or
paid to any dealer, and the proposed selling price to the public.

SearchHelp anticipates that the selling holders will offer for sale all of
the shares being registered, to the extent that those shares are issued to the
selling holder upon exercise of their warrants. Further, because it is possible
that a significant number of shares could be sold at the same time under this
prospectus, any sales, or the possibility of sales, may depress the market price
of the common stock.

SearchHelp will bear all costs and expenses of the registration of the
selling shareholder's shares under the Securities Act and state securities laws.
However, the selling shareholder will bear all underwriting and brokerage
commissions and underwriting expenses, if any, attributable to the sale of its
shares.

We have indemnified the selling holders against certain liabilities,
including certain liabilities under the Securities Act of 1933.

DESCRIPTION OF SECURITIES

Common Stock

Our authorized capital stock consists of 250,000,000 shares of common
stock, par value $.0001 per share. Each holder is entitled to one vote for each
share held on all matters to be voted upon by the stockholders. The shares of
common stock do not have cumulative voting rights, which means that holders of
more than 50% of the shares of common stock voting for the election of directors
can elect all the directors.

The holders of common stock are entitled to receive a pro-rata share of
dividends, if any, as may be declared from time to time by the board of
directors out of funds legally available for the payment of dividends. However,
we presently intend to reinvest any earnings instead of paying cash dividends.
In the event of our liquidation, dissolution, or winding up, the holders of
common stock are entitled to share pro-rata in all assets remaining after
payment of our liabilities. Shares of common stock have no preemptive,
conversion, or other subscription rights. There are no redemption or sinking
fund provisions applicable to the common stock.

Warrants

Each class A redeemable warrant gives its holder the right to purchase one
share of our common stock for $.75. The class A redeemable warrants are
exercisable at any time until December 31, 2007. A maximum of 8,000,000 shares
of common stock are issuable upon the exercise of the class A redeemable
warrants. If our common stock trades for at least 5 consecutive trading days at
a price of $1.50 or more per share, we will have the right to call the class A
redeemable warrants at a price of $.01 per class A redeemable warrant unless the
investor chooses to exercise his or her class A redeemable warrant at that time.

Each class B redeemable warrant gives its holder the right to purchase one
share of our common stock for $1.75. The class B redeemable warrants are
exercisable at any time until December 31, 2009. A maximum of 8,000,000 shares
of common stock are issuable upon the exercise of the class B redeemable
warrants. If our common stock trades at least 5 consecutive trading days at a
price of $2.50 or more per share, we will have the right to call the class B
redeemable warrants at a price of $.01 per class B redeemable warrant unless the
investor chooses to exercise his or her class B redeemable warrant at that time.

Preferred Stock

We are authorized to issue up to 25,000,000 shares of preferred stock.
Currently, no series or class of preferred stock has been designated. The
dividend or interest rates, conversion rates, voting rights, redemption prices,
maturity dates and similar characteristics of any future series or class of
preferred stock will be determined by our board of directors and does not
require any approval of our stockholders.

LEGAL MATTERS

The validity of the shares of common stock offered hereby has been passed
upon for SearchHelp by Tannenbaum Helpern Syracuse & Hirschtritt LLP, 900 Third
Avenue, New York, New York 10022. Tannenbaum Helpern Syracuse & Hirschtritt LLP
owns 100,000 shares of our common stock.

EXPERTS

The consolidated financial statements of SearchHelp, Inc. and Subsidiaries
as of December 31, 2005 and for the year then ended, appearing in this
prospectus have been audited by Lazar Levine and Felix LLP, the Company's
registered independent public accounting firm, as set forth in their report on
the financial statements that appears elsewhere in this prospectus and are
included in reliance upon that report given on the authority of that firm as
experts in accounting and auditing.

We retained Lazar, Levine & Felix LLP on July 14, 2005, after dismissing
our prior auditing firm. The decision to change accountants was recommended by
our audit committee and approved by our board of directors. The prior firm's
audit report on our 2004 financial statements contained a going concern opinion
but no other adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope, or accounting principles. In the two
most recent fiscal years and the interim period preceding the dismissal of the
prior auditing firm, we did not have any disagreements with that firm on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which would have caused the firm to refer to the
subject matter of the disagreement(s) in connection with its report and there
were no other events required to be reported. In the Form 8-K we filed with the
SEC on July 20, 2005, we included a copy of the letter from the prior auditing
firm stating that it agreed with our statements concerning the circumstances of
its dismissal.

Prior to engaging Lazar, Levine & Felix LLP, we did not consult with them
regarding the application of accounting principles to a specific completed or
contemplated transaction, or any matter that was either the subject of a
disagreement or a reportable event. We also did not consult with them regarding
the type of audit opinion which might be rendered on our financial statements
and no oral or written report was provided by them.

Special Note re: 2004 Financial Statements: Our auditing firm for our 2004
financial statements no longer practices public accounting and has entered into
liquidation proceedings. Although that firm provided a report on the 2004
financials, which appears in our Annual Report on Form 10-KSB for the year ended
December 31, 2004, that firm was not available to review and confirm the
information contained in the following financial statements and was not
available to give its consent to the inclusion of their report in this
prospectus.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements for the years ended December 31, 2005 and 2004

Independent Auditors' Report F-1

Consolidated Balance Sheet as at December 31, 2005 F-2-F-3

Consolidated Statements of Operations
For the Years Ended December 31, 2005 and 2004 F-4

Consolidated Statement of Stockholders' Equity
For the years ended December 31, 2005 and 2004 F-5

Consolidated Statements of Cash Flows
For the Years Ended December 31, 2005 and 2004 F-6-F-8

Notes to Consolidated Financial Statements F-9-F-30

Interim Consolidated Financial Statements for the period ended June 30, 2006

Consolidated Balance Sheets as at June 30, 2006 (Unaudited) and
December 31, 2005 F-31 - F-32

Consolidated Statements of Operations For the Six and
Three months ended June 30, 2006 and 2005 (Unaudited) F-33

Consolidated Statements of Cash Flows
For the Six months ended June 30, 2006, and 2005 (Unaudited) F-34 - F-35

Notes to Consolidated Financial Statements (Unaudited) F-36 - F-44

Report of Independent Registered Public Accounting Firm
-------------------------------------------------------

To the Board of Directors and Shareholders
SearchHelp, Inc.
Bethpage, New York

We have audited the accompanying consolidated balance sheet of SearchHelp, Inc.
and Subsidiaries as of December 31, 2005, and the related consolidated
statements of operations, stockholders' equity, and cash flows listed in the
accompanying index for the year ended December 31, 2005. The consolidated
financial statements of SearchHelp, Inc. as of December 31, 2004 and for the
year ended were audited by other accountants who have ceased operations. Those
auditors expressed an unqualified opinion on those financial statements in their
report dated February 15, 2005 and dated August 28, 2005 as to the restatement
of those financial statements. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the 2005 consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal controls over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the predecessor auditors,
the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of SearchHelp, Inc. and Subsidiaries
at December 31, 2005, and the results of their operations and their cash flows
for the year ended December 31, 2005 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and has negative working capital and a net capital deficiency
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1.
These consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

/s/ Lazar, Levine and Felix LLP

New York, New York
March 24, 2006

[LOGO] WEINICK,
SANDERS
LEVENTHAL & CO., LLP 1375 BROADWAY
NEW YORK, N.Y. 10018-7010
- --------------------------------------------------------------------------------
CERTIFIED PUBLIC ACCOUNTANTS 212-869-3333
FAX 212-764-3060
WWW.WSLCO.COM

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
SearchHelp, Inc.

We have audited the accompanying consolidated balance sheets of SearchHelp, Inc.
(A Development Stage Company) as at December 31., 2004) and 2003, and the
related consolidated statements of operations and cash 'flows for the years
ended December 31, 2004 and 2003 and cumulative from January 29, 1999
(inception) to December 31, 2004 and stockholders' equity (capital deficiency)
cumulative from January 29, 1999 (inception) to December 31, 2004. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement., An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of SearchHelp, Inc. (A
Development Stage Company) as at December 31, 2004 and 2003 and the results of
their operations and their cash flows for the years ended December 31, 2004 and
2003 and cumulative from January 29, 1999 (inception) to December 31, 2004 in
conformity with accounting principles generally accepted in the United. States.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As disclosed in Note 1 to the
financial statements, the Company is a development. stage company and incurred
losses since inception. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plan regarding
those matters is also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ WEINICK SANDERS LEVENTHAL & CO., LLP

New York, New York
February 15, 2005

Note: This report is a copy of the previously issued report and Weinick Sanders
Leventhal & Co., LLP has not reissued this report.

F-1

SEARCHHELP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS DECEMBER 31, 2005

Pages 1 of 2

ASSETS

Current assets:
Cash $ 126,975
Accounts receivable, less allowance for doubtful
accounts of $37,955 153,614
Inventory - Software 29,904
Prepaid expenses and other current assets 78,746
----------
Total current assets 389,239
----------

Property and equipment - at cost,
less accumulated depreciation of $2,497 1,283
----------

Other assets:
Software development costs, less accumulated
amortization of $431,087 566,256
Amortizable intangible assets, less accumulated amortization
of $41,136 592,364
Deferred finance costs, less amortization of $6,853 47,347
Goodwill 536,081
Security deposit 6,155
----------
Total other assets 1,748,203
----------

Total assets $2,138,725
==========

See notes to consolidated financial statements.

F-2

SEARCHHELP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
AS OF DECEMBER 31, 2005
Page 2 of 2

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Note payable - bank $ 50,000
Current portion of long-term debt 50,000
Due to stockholders 899,499
Due to affiliates 61,257
Deferred revenues - software consignment sales,
net of discount of $2,973 4,470
Accounts payable and accrued expenses 326,182
-----------
Total current liabilities 1,391,408
-----------

Other liabilities:
Due to BioNeutral 50,000
Note Payable-Private Placement, net of discount
of $125,333 497,667
-----------
Total other liabilities 547,667

Commitments and contingencies

Stockholders' equity:
Common stock - $.0001 par value
Authorized - 250,000,000 shares
Issued and outstanding -37,022,556 3,702
Additional paid-in capital 7,802,030
Deferred compensation (659,796)
Accumulated deficit (6,946,286)
-----------
Total stockholders' equity 199,650
-----------

Total liabilities and stockholders'
equity $ 2,138,725
===========

See notes to consolidated financial statements

F-3

SEARCHHELP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year For the Year
Ended Ended
December 31, 2005 December 31, 2004
------------------ ------------------

Revenues
Imaging Products $ 1,702,128 $ --
Software 26,901 666
Less Discount on software sales (6,045) --
------------------ ------------------
Total Revenues 1,722,984 666
------------------ ------------------

Cost of Revenues
Imaging products 1,647,213 --
Software 4,167 --
------------------ ------------------
Total Cost of Revenues 1,651,380 --
------------------ ------------------

Gross Profit 71,604 666
------------------ ------------------

Operating expenses:
Selling 134,653 161,084
Web site costs 41,177 64,704
Software development costs -- 81,200
General and administrative 1,554,034 741,170
Depreciation and amortization 166,375 128,703
Write off of asset for impairment 1,750,000
------------------ ------------------
Total operating expenses 3,646,239 1,176,861
------------------ ------------------

Loss from operations (3,574,635) (1,176,195)
------------------ ------------------

Other expenses:
Interest 209,794 2,835
Interest - related party 37,511 8,000
Other (income) expenses (48,468) --
Amortization of deferred financing costs 6,853 --
Loss on disposal of equipment -- 13,205
------------------ ------------------
Total other expenses 205,690 24,040
------------------ ------------------

Net Loss ($ 3,780,325) ($ 1,200,235)
================== ==================

Per share data:
Loss per share - basic and dilutive ( $ .12) ( $ .04)
================== ==================

Weighted average number of shares outstanding 31,957,004 26,801,275
================== ==================

See notes to consolidated financial statements.

F-4

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2005

Deficit
Accumulated Total
Common Stock Additional in the Stockholders'
------------------------- Paid-In Development Deferred Equity (Capital
Shares Amount Capital Stage Deficit Deficiency)
------------ ---------- ------------ ----------- ---------- ---------------

Balance at January 1, 2004 21,397,000 $ 2,140 $ 1,928,463 $(1,965,726) $ -- $ (35,123)
Issuance of securities as partial
payment for license:
Common stock 2,300,000 230 574,770 -- 575,000
Warrants to acquire 2,300,000 shares 575,000 -- 575,000
Net proceeds from sale of securities 4,078,000 407 976,047 -- 976,454
Compensatory value of stock options
issued for services rendered 290,000 -- 290,000
Compensatory value of common stock
issued to Advisory Board Members 130,000 13 90,987 -- 91,000
Compensatory value of stock options
issued to Advisory Board Members 3,309 -- 3,309
Issuance of common stock options
to non employee directors 187,500 -- 187,500
Stockholder's loans converted
to common stock 580,033 58 152,950 153,008
Officers' salaries waived 37,500 37,500
Net loss (Restated) -- -- -- (1,200,235) -- (1,200,235)
------------ ---------- ------------ ----------- ---------- ---------------
Balance at December 31, 2004 28,485,033 2,848 4,816,526 (3,165,961) -- 1,653,413

Officers waiver of salaries -- -- 49,222 49,222
Cancellation of Advisory Board common stock (90,000) (9) (64,179) (64,188)
Common stock issued to a director 200,000 20 49,980 50,000
Compensatory value of stock options --
issued for services rendered by an officer 131,000 131,000
Intrinsic value of stock options --
issued per employment contracts -- -- 840,000 (659,796) 180,204
Net proceeds from sale of securities 860,000 86 214,914 215,000
Common stock issued for ETP purchase 4,000,000 400 999,600 1,000,000
Common stock issued for services 130,000 13 40,312 40,325
Compensatory value of stock options --
issued for services rendered -- 20,500 20,500
Compensatory value of the exercise --
of warrants - BNC & ECT 1,637,523 164 (164) --
Common stock issued for AAA purchase 1,500,000 150 374,850 375,000
Issuance of securities as partial -- -- -- --
payment for settlement: 300,000 30 23,970 -- -- 24,000
Discount on debt -- -- 301,069 301,069
Compensatory value of stock options --
issued to Advisory Board Members -- -- 4,430 4,430

Net loss -- -- -- (3,780,325) -- (3,780,325)
------------ ---------- ------------ ----------- ---------- ---------------
Balance at December 31, 2005 37,022,556 $ 3,702 $ 7,802,030 $(6,946,286) $ (659,796) $ 199,650
============ ========== ============ =========== ========== ===============

See notes to consolidated financial statements.

F-5

SEARCHHELP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year For the Year
Ended Ended
December 31, 2005 December 31, 2004
------------------ ------------------

Cash flows from operating activities:
Net loss ($ 3,780,325) ($ 1,200,235)
------------------ ------------------
Adjustments to reconcile net loss to
net cash used in operating activities net of acquisition:
Compensatory element of stock options, employees & Directors 350,667 45,500
Compensatory element of stock options- others 84,825 --
Depreciation 453 1,457
Bad debt provision 37,955 --
Amortization of deferred financing costs 6,853 --
Amortization of software development costs 124,787 127,246
Amortization of intangible assets 41,135
Amortization of consulting costs -- 76,545
Amortization of beneficial conversion and warrants 175,736 --
Write off ECT of License for impairment 1,750,000 --
Loss on disposal of equipment -- 13,205
Increase (decrease) in cash flows as a result of changes
in asset and liability account balances:
Accounts receivable 173,095 286
Inventory (29,904) --
Prepaid expenses 125,161 (17,921)
Deferred revenue (318,984) 380
Due to affiliates (36,179) --
Due to placement agent -- (1,700)
Due to stockholders (66,642) 211,641
Security deposits (4,000) --
Accounts payable and accrued expenses 366,710 228,986
------------------ ------------------
Total adjustments 2,781,668 685,625
------------------ ------------------

Net cash used in operating activities (998,657) (514,610)
------------------ ------------------

Cash flows from investing activities:
Equipment purchases (sales) -- 2,600
Purchase of software (59,866) --
Deferred license fee -- (800,000)
Acquisition expenses less cash acquired (41,984) --
------------------ ------------------
Net cash used in investing activities (101,850) (797,400)
------------------ ------------------

Net cash used in operating and investing activities (1,100,507) (1,312,010)
------------------ ------------------

See notes to consolidated financial statements.

F-6

SEARCHHELP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

For the Year For the Year
Ended Ended
December 31, 2005 December 31, 2004
------------------ ------------------

Net cash used in operating and
investing activities brought forward (1,100,507) (1,312,010)
------------------ ------------------

Cash flows from financing activities:
Proceeds from bank 550 35,000
Deferred financing costs (54,200) --
Loans from officer/shareholders 454,500 25,000
Payments on short term debt (13,827) --
Proceeds from notes payable, less
finance costs 623,000 --
Proceeds from sale of common stock 215,000 982,669
------------------ ------------------
Net cash provided by financing activities 1,225,023 1,042,669
------------------ ------------------

Net increase (decrease) in cash 124,516 (269,341)

Cash at beginning of period 2,459 271,800
------------------ ------------------

Cash at end of period $ 126,975 $ 2,459
================== ==================

Supplemental disclosures of cash flows information:
Cash payments made during period for:

Interest $ 34,049 $ 2,170
================== ==================

Supplemental non cash investing and financing activity:

Common stock issued for acquisition of ETP $ 1,000,000 $ --
============ =============
Common stock issued for intangible assets
acquired from AAA $ 375,000 $ --
============ =============

See notes to consolidated financial statements.

F-7

SEARCHHELP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

December 31, 2005 December 31, 2004
------------------ ------------------

Supplemental schedules of noncash operating,
investing and financing activities:

Common stock issued for services rendered $ 90,325 $ 91,000
================== ==================

Stockholder loans converted to common stock $ -- $ 153,008
================== ==================

Issuance of stock options as partial payment
for software $ -- $ 290,000
================== ==================

Issuance of common stock options for
services rendered $ 131,000 $ 190,809
================== ==================

Issuance of common stock and
common stock warrants for license $ -- $ 1,150,000
================== ==================

Officers' salaries waived $ 49,222 $ 37,500
================== ==================

Beneficial conversion feature $ 213,119 $ --
================== ==================

Reclass of BNC payable to debt $ 100,000 $ --
================== ==================

See notes to consolidated financial statements.

F-8

SEARCHHELP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005

NOTE 1 - PLAN OF ORGANIZATION.

(a) Organization and Presentation of Financial Statements:

SearchHelp, Inc. (the "Company") was incorporated in the State
of Delaware on September 5, 2001 at which time the founding
shareholders subscribed for 6,660,000 shares of the Company's common
stock for an aggregate of $6,450. The stock subscriptions were paid
in January and February 2002. The Company is a successor to SH
Networks.com, Inc., ("SHN"), formerly known as SearchHelp.com, Inc.,
a New York corporation formed on January 29, 1999. SHN merged into
the Company on September 5, 2001 in a transaction in which the
shareholders of SHN exchanged all of the capital stock in SHN for
6,616,910 common shares of the Company. The merger was accounted for
as a recapitalization. Certain creditors of SHN simultaneously
converted their debt of $104,075 into 1,123,090 shares of the
Company's common stock ($.09 per share). The Company began to
generate revenues in the second quarter of 2005 with the acquisition
of E-Top-Pics, Inc. (See Note 5).

As part of its strategy to explore other avenues of family
safety and well-being, the Company considered the field of indoor
air quality ("IAQ") an attractive opportunity. Significant publicity
surrounding the increase in the diagnosis of childhood and adult
asthma, attributed in part to indoor air allergens, toxins and
irritants, led management to this conclusion. The Company formed a
subsidiary, Indoor Air Quality Services, Inc., to pursue the IAQ
business and identified the remediation of toxic mold as its first
investment in the IAQ space. The Company planned to pursue two
aspects with respect to mold: (1) providing definitive products for
identifying household mold and (2) providing effective solutions for
mold remediation. In 2005, management subsequently decided to
suspend its IAQ activities and to concentrate its efforts on
producing and selling its software product line.

On June 8, 2005, SearchHelp, Inc. purchased 100% of
E-Top-Pics, Inc., ("ETP"), common stock in exchange for four million
shares of SearchHelp, Inc. restricted common stock. ETP was
incorporated in the state of Massachusetts, on June 30, 2002. Upon
the acquisition, which was accounted for as a purchase, ETP became a
wholly owned subsidiary of SearchHelp, Inc. ETP is a company focused
on marketing and distribution of specialty branded disposable
cameras, film and accessories. ETP has entered into licensing and
royalty agreements with various companies to facilitate the sale of
these products. This acquisition has taken the Company out of the
development stage.

On November 4, 2005, the Company concluded an exchange
agreement with Amber Alert Agent, Inc., ("AAA") and the former
stockholders of AAA. (See Note 6). The Company issued 1,500,000
restricted shares of its common stock in exchange for 100% of AAA
capital stock. The stock is being held in escrow until the delivery
of the product and services are provided to the Company. The Company
has accounted this transaction as an asset acquisition valued at
$375,000 ($0.25 x 1,500,000 shares) and has reflectd the
consideration paid as software development cost on the consolidated
balance sheet.

F-9

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As shown
in the financial statements, the Company had net losses of
$3,780,325 and $1,200,235 for the years ended December 31, 2005 and
2004. In addition, as of December 31, 2005, the Company has negative
working capital of $1,002,169 and an accumulated deficit of
$6,946,286.

The Company's performance raises substantial doubt about the
Company's ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might
result from the outcome of this uncertainty. Management's efforts
have been directed towards the development and implementation of a
plan to generate sufficient revenues to cover all of its present and
future costs and expenses. The plan includes, among other things,
developing and selling products and services oriented towards
improving family safety and well being.

Since the Company had not generated significant revenues until
the quarter ending June 30, 2005, if the Company does not generate
substantial revenues from the sales of its products in an amount
necessary to meet its cash needs, the Company would need additional
financing to continue to operate. As the Company increases sales
from its products and services, the Company expects to increase cash
flows from operations. In July 2005, management began a private
placement to raise additional funds by issuing convertible notes
with an attached warrant. On December 8, 2005, the Company closed
this offering and began a new one on December 19, 2005, offering the
same securities on substantially the same terms as the prior
offering. This offering gave a placement agent an exclusive 45 day
period to sell the offering. The commission charged on these two
offerings changed from 10% to 8%. As of December 31, 2005, the
Company has raised a gross amount of $623,000 by soliciting
accredited investors from both offerings.

(b) Principal Business Activities:

The Company is focused on utilizing new and emerging
technology to develop products and services oriented toward
improving family safety and well-being, primarily but not
exclusively in the home, having shifted its primary focus from
providing small businesses with online forums. The Company intends
to continue to develop software intended to keep children safe while
online, and its more expanded purpose will be to seek out emerging
technologies, products and services that exhibit significant promise
of improving family safety and well being and to participate in
their development and marketing.

The Company has two existing software products, Sentry At Home
and Sentry Remote. The Sentry products were developed to keep
children safe while online. On November 4, 2005, the Company
purchased Amber Alert Agent, Inc. ("AAA") which owns the
intellectual properties of the Company's newest software product,
Sentry Predator Locator.

ETP is be primarily responsible for selling the Company's
Sentry software products as well as continuing to bring in revenue
from already established imaging product channels. ETP did not to
renew its license agreements with various NASCAR racing teams and/or
drivers to manufacture and or distribute one time use cameras and is
focusing its attention on selling the Sentry software products
instead. In addition, ETP has not renewed its three-year lease of a
Sky Box at Fenway Park.

F-10

NOTE 2 - SUMMARY OF SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES:

(a) Basis of Presentation:

The accompanying financial statements have been prepared in
accordance with accounting principles generally accepted in the
United States of America. The accompanying financial statements for
the year ended December 31, 2005, include the accounts of the
Company and its wholly owned subsidiaries. All intercompany
transactions have been eliminated in consolidation. Results of
operations include ETP from the date of acquisition.

(b) Revenue Recognition:

The Company recognizes revenues in accordance with accounting
principles generally accepted in the United States of America.
Imaging product revenue is derived from various sources which are
described as follows: (i) Royalty income is recognized when earned
according to the terms of the various license agreements; (ii)
Revenues in the form of direct sales of merchandise are recognized
when title passes; (iii) Commissions from the on-line sale of
sponsor products are recognized at the date of shipment; (iv)
Revenue from the sales of software is recognized when proof of sale
to the end user is provided by the retailer.

(c ) Use of Estimates:

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.

(d) Earnings Per Share:

The Company utilizes Statement of Financial Accounting
Standards No. 128, "Earnings Per Share". Basic earnings per share is
calculated on the weighted effect of all common shares issued and
outstanding, and is calculated by dividing net income available to
common stockholders by the weighted average shares outstanding
during the period. Diluted earnings per share, which is calculated
by dividing net income available to common stockholders by the
weighted average number of common shares used in the basic earnings
per share calculation, plus the number of common shares that would
be issued assuming conversion of all potentially dilutive securities
outstanding, is not presented separately as it is anti-dilutive. The
potentially dilutive securities (options and warrants) outstanding
and which are excluded are 14,186,090 and 7,623,390 for the years
ended December 31, 2005 and 2004, respectively.

(e) Stock Based Compensation:

The Company used the intrinsic value method to account for
options granted to employees for the purchase of common stock as per
Accounting Principles Board Opinion No.25 "Accounting for Stock
Issued to Employees" ("APB 25"). The Company discloses the pro forma
effect of accounting for stock options under the fair value method
as prescribed in SFAS No. 123, "Accounting for Stock-Based
Compensation" ("FASB 123"). For transactions with non employees in
which goods and services are the consideration received for the
issuance of common stock, the Company accounts for these as the fair
value of the common stock issued or the fair value of the
consideration received whichever is more reliably measurable at the
date the options are issued. This is in accordance with FASB 123 and
EITF 96-18, "Accounting for equity investments that are issued to
other than employees for acquiring or in conjunction with selling
goods or services." The Company will adopt SFAS 123 (R) as required
as of January 1, 2006.

F-11

(f) Advertising Costs:

The Company expenses ordinary advertising and promotion costs
as incurred. Advertising and promotion costs were $45,990 and
$22,321 for the years ended December 31, 2005 and 2004,
respectively.

(g) Software Research and Development Costs:

Research and development costs are expensed as incurred in
accordance with the provisions of SFAS No. 86, "Accounting for the
costs of computer software to be sold or otherwise marketed."
Software development costs are subject to capitalization beginning
when a product's technological feasibility has been established and
ending when a product is available for release to customers. The
Company intends to release its products as soon as possible after
technological feasibility has been established. As a result, costs
subsequent to achieving technological feasibility should not be
significant and all software development costs will be expensed. For
the year ended December 31, 2005, the Company capitalized $425,000
of software development costs for its new product Sentry Predator
Locator and for the year ended December 31, 2004, the Company
incurred $81,200 of development costs which was charged to
operations. The software costs are amortized on a straight line
basis over the estimated useful life of three years. Amortization
expense for the years ended December 31, 2005 and 2004 was $124,787
and $81,200, respectively. Amortization expenses for 2006, 2007,
2008 and 2009 are estimated to be $187,900, $187,900, $158,333 and
$32,133, respectively.

(h) Cash Equivalents:

For purposes of the consolidated statements of cash flows, the
Company considers all highly liquid investments with a remaining
maturity of three months or less, when purchased, to be cash
equivalents.

(i) Fair Value of Financial Instruments:

The carrying amounts of accounts receivable, inventory, and
accounts payable and accrued expenses approximates fair value due to
the short term nature of these financial instruments. The carrying
value of due to shareholders reflects fair value as the terms
reflect market conditions at each balance sheet date. The fair value
of convertible notes is not determinable due to the terms of the
notes.

(j) Concentration of Credit Risk:

Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and
accounts receivable.

The Company from time to time may maintain cash balances,
which exceed the Federal Depository Insurance Coverage limit. The
Company performs periodic reviews of the relative credit rating of
its bank to lower its risk.

F-12

(k) Inventories:

The Company's inventory consists of software packaged products
and is valued at lower of cost or market price. Cost is determined
on a FIFO basis.

(l) Goodwill:

Under the provisions of SFAS No. 142, "Goodwill and Other
Intangible Assets", goodwill is to be tested for impairment at least
annually at the reporting unit level. To accomplish this, the
Company determined the fair value of the reporting unit and compared
it to the carrying amount of the reporting unit at the balance sheet
date. No impairment charges resulted from this evaluation for the
year ended December 31, 2005 since the fair value of the reporting
unit exceeded the carrying amount.

(m) Intangible assets and Amortization:

The Company's intangible assets as of December 31, 2005
consisted of:

Accumulated Estimated
Gross Amortization Net Life
-------- ------------ -------- ---------
Customer Relationship $620,000 $ 34,790 $585,210 10 years
Licenses 4,700 4,700 -- --
Not to compete covenant 8,800 1,646 7,154 3 years
-------- ------------ --------
Total $633,500 $ 41,136 $592,364
======== ============ ========

Intangible assets subject to amortization are amortized on a
straight-line basis over their estimated useful lives. The
amortization expense for 2005 was $41,134. Amortization expense for
2006, 2007, 2008, 2009 and 2010 is estimated to be $64,900, $64,900,
$64,900, $62,000 and $62,000, respectively.

(n) Deferred Financing Costs:

The Company incurred financing costs related to its
borrowings. Such costs are deferred and amortized generally by the
interest method over the life of the underlying borrowings. In case
the amount is repaid before maturity, the related unamortized amount
is written off to the statement of operations. The Company amortized
$6,853 and $0 of deferred financing costs for the years ended
December 31, 2005 and 2004.

(o) Recently Issued Accounting Pronouncements:

In December 2004, the FASB issued a revision of SFAS No. 123
"Share-Based Payment" (No. 123R). The statement establishes
standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods and services. It also
addresses transactions in which an entity incurs liabilities in
exchange for goods or services that are based on the fair value of
the entity's equity instruments or that may be settled by the
issuance of those equity instruments. The statement does not change
the accounting guidance for share-based payments with parties other
than employees. The statement requires a public entity to measure
the cost of employee service received in exchange for an award of
equity instruments based on the grant-date fair value of the award
(with limited exception). That cost will be recognized over the
period during which an employee is required to provide service in
exchange for the award (usually the vesting period). A public entity
will initially measure the cost of employee services received in
exchange for an award of a liability instrument based on its current
fair value; the fair value of that award will be re-measured
subsequently at each reporting date through the settlement date.
Changes in fair value during the requisite service period will be
recognized as compensation over that period. The grant-date fair
value of employee share options and similar instruments will be
estimated using option-pricing models adjusted for the unique
characteristics of these instruments. The Company will comply with
this statement beginning January 1, 2006. The adoption of this
pronouncement is expected to impact the results of operations of the
Company. However , the extent of the impact is not known at this
time.

F-13

In May 2005, FASB issued FASB Statement 154, "Accounting
Changes and Error Corrections -- a replacement of APB Opinion No. 20
and FASB Statement No. 3" (" FAS 154"). FAS 154 changes the
requirements for the accounting for and reporting of a change in
accounting principle. The provisions of FAS 154 require, unless
impracticable, retrospective application to prior periods' financial
statements of (1) all voluntary changes in principles and (2)
changes required by a new accounting pronouncement, if a specific
transition is not provided. FAS 154 also requires that a change in
depreciation, amortization, or depletion method for long-lived,
non-financial assets be accounted for as a change in accounting
estimate, which requires prospective application of the new method.
FAS 154 is effective for all accounting changes made in fiscal years
beginning after December 15, 2005. The Company is not able to
estimate the impact of this pronouncement on future periods at this
time.

NOTE 3 - STOCK OPTION PLAN:

On December 15, 2003, the Company's stockholders ratified the
SearchHelp, Inc. 2004 Stock Plan ("Plan") which became effective
January 1, 2004. Under the Plan, 1,500,000 shares of the Company's
common stock are reserved for issuance to employees (including
officers), directors and consultants upon exercise of options, stock
awards, and stock purchase rights. Options intended to qualify as
incentive stock options ("ISO") under Section 422(b) of the Internal
Revenue Code of 1986 are to be granted to employees only at an
exercise price not less than 100% of the fair market value of the
Company's common stock at date of grant except for employees holding
more than 10% of the Company's common stock whose option price shall
be 110% of fair market value at date of grant. Options, stock awards
and purchase rights not intended to qualify as ISOs may be granted
to employees, officers, directors and consultants to the Company.
The minimum exercise price of non-qualified options shall be not
less than the minimum legal consideration required under the laws of
jurisdiction where the Company was organized. The number of shares
granted, terms of exercise, and expiration dates are to be decided
at the date of grant of each option, award and purchase right by the
Company's Compensation Committee of the Board of Directors. The
maximum term of an ISO is five (5) years and ten (10) years for a
non-qualifying options. The Plan will terminate on December 31, 2014
unless sooner terminated by the Board of Directors.

On April 21, 2005, options to acquire an aggregate of 360,000 shares
of common stock were granted under the plan to employees, officers
and directors of the Company, at exercises prices ranging from $0.27
to $0.46.

On September 26, 2005, options to acquire an aggregate of 100,000
shares of common stock were granted under the plan, to an employee
at an exercise price of $0.46. These options were issued at the
average of the bid and ask of our common stock on the date of grant.

On December 7, 2005, options to acquire an aggregate of 100,000
shares of common stock were granted under the plan, to an employee
at an exercise price of $0.39. These options were issued at the
average of the bid and ask of our common stock on the date of grant.

In December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure, an Amendment of FASB Statement No. 123"
(SFAS No. 148). SFAS No. 148 provides alternative methods of
transition for companies making a voluntary change to fair
value-based accounting for stock-based employee compensation. The
Company continues to account for its stock option plan under the
intrinsic value recognition and measurement principles of APB
Opinion No. 25 "Accounting for Stock Issued to Employees," and
related Interpretations. Effective for interim periods beginning
after December 15, 2002, SFAS No. 148 also requires disclosure of
pro-forma results on a quarterly basis as if the Company had applied
the fair value recognition provisions of SFAS No. 123. Such proforma
results are given below.

F-14

For the Years Ended
December 31,
---------------------------
2005 2004
------------ ------------
Net loss as reported ($ 3,780,325) ($ 1,200,235)
Add: Total stock-based employee compensation
expense determined under APB 25. 232,204 --

Deduct: Stock based compensation
Based on fair value. (205,215) (48,099)
------------ ------------
Net loss pro forma ($ 3,753,336) ($ 1,248,334)
============ ============
Basic & diluted loss per share as
reported ($ 0.12) ($ 0.04)
Basic & diluted loss per share
pro forma ($ 0.11) ($ 0.05)

The fair value of stock options used to compute pro forma net
income and earnings per share disclosures is the estimated value at
grant date using the Black-Scholes option-pricing model with the
following weighted average assumptions: For the year ended December
31, 2005, the expected dividend yield of 0%; expected volatility of
40.8%; a risk free interest rate ranging from 4.14% to 6.0%. The
expected option life ranges from 2 to 5 years. For the year ended
December 31, 2004 the expected dividend yield of 0%; expected
volatility of 200.0% and a risk free interest rate of 6.0%. These
options have and expected option life of 5 years.

F-15

The following table summarizes the status of all the Company's stock
options outstanding and exercisable for the years ended December 31,
2005 and 2004.

Weighted Weighted
Average Average
Number Exercise Fair
ISOs Of Shares Price Value
------------ ------------ ------------
Options outstanding, December 31, 2003 0
Granted 695,590 $0.49 $0.47
Exercised 0
Cancelled (20,000) $0.25 $0.25
------------- ----------- ------------
Options outstanding, December 31, 2004 675,590
Granted 560,000 $0.33 $0.33
Exercised (35,000) $0.47 $0.47
Cancelled (7,500) $0.70 $0.70
------------- ----------- ------------
Options outstanding, December 31, 2005 1,193,090 $0.41 $0.41
============= =========== ============

As of December 31, 2005, the Plan has 306,910 shares available for
grant and none of the outstanding options have been exercised.

Weighted Weighted
Average Average
Number Exercise Fair
Non-ISOs Of Shares Price Value
------------ ------------ ------------
Options outstanding, December 31, 2003 0
Granted 1,570,000 $0.45 $0.45
Exercised 0
Cancelled 0
------------ ------------ ------------
Options outstanding, December 31, 2004 1,570,000 $0.45 $0.45
Granted 5,560,000 $0.21 $0.36
Exercised 0
Cancelled 0
------------ ------------ ------------
Options outstanding, December 31, 2005 7,130,000 $0.26 $0.26
============ ============ ============

Weighted Weighted Weighted
Range of Options Average Average Options Average
Exercise Outstanding Remaining Exercise Exercisable Exercise
Prices at 12/31/05 Life Price at 12/31/05 Price
-------------- -------------- -------------- -------------- -------------- --------------

ISO $0.25 - $0.77 1,193,090 3.886 years $ 0.41 654,340 $ 0.43
Non-ISO $0.20 - $0.70 7,130,000 4.096 years $ 0.26 3,341,667 $ 0.27

F-16

NOTE 4 - ASSET IMPAIRMENT

ECT LICENSE

On February 3, 2004, the Company entered into a Participation
Agreement with Environmental Commercial Technology Corp. ("ECT").
ECT held the rights to market a product, an organic compound,
intended for the prevention of the growth of mold and fungus. The
Company received the right to receive 5% of the gross revenue from
the sale of the product. In return, the Company provided development
capital of $500,000 plus an additional payment of $100,000 due
August 2004. The Company was to also provide consulting services in
connection with the marketing and sales of the product for a 5
1/2-year term. As additional consideration, the Company also granted
ECT and its parent company, BioNeutral Laboratories Corporation USA,
("BNC") a total of 2,300,000 shares of the Company's common stock,
1,725,000 shares to BNC and 575,000 to ECT, and warrants to purchase
up to 2,300,000 shares of the Company's common stock.

The fair value paid for the Participation Agreement aggregated
$1,950,000 of which a total of $600,000 was to be in cash and the
balance was the fair value of the securities issued and was included
in the financial statements for 2004 as the cost of the license. The
fair value of the common shares issued of $575,000 was determined by
the selling price of the Company's unregistered restricted common
stock on the transaction date of $0.25 per share. The fair value of
the warrants using the Black-Scholes pricing method with a 6%
risk-free interest rate and 200% volatility is $575,000. The
estimated registration costs to be borne by the Company are $200,000
and were included in accounts payable and accrued expenses for 2004.

On October 20, 2005, the Company entered into a Settlement Agreement
with BNC. In lieu of the $100,000 payment originally due August
2004, the Company will pay to BNC a total of $100,000 in two
installments of $50,000 due on October 20, 2006 and 2007, which may
be accelerated when BNC files an application with the United States
Environmental Protection Agency ("EPA") covering the compound and
when such application is approved. BNC exercised its warrant to
purchase 1,725,000 shares at a purchase price of $.12 per share of
the Company's restricted common stock on a cashless basis, which
resulted in the issuance of 1,097,727 common shares. On November 21,
2005, a transferee from ECT exercised ECT's warrant for 575,000
shares of the Company's common stock on a cashless basis for an
exercise price of $0.03 per share and, as a result, the Company
issued 539,796 shares of common stock.

These shares have piggyback registration rights. BNC is required to
provide the Company information by way of quarterly updates
concerning the status and filing of its application with the EPA, as
well as a copy of the approval by the EPA.

F-17

At December 31, 2005, the Company was unsatisfied with the
information from BNC relating to the status of the application of
the compound with the EPA or any sales projections for the product.
Management concluded that the value of the license was 100%
impaired. Based on this conclusion, the Company charged 2005
operations for $1,750,000 for 100% impairment of the ECT License
that had been carried as an asset. In conjunction with this, on
February 27, 2006, SearchHelp commenced an action in the Supreme
Court of the State of New York, New York County, against ECT and
BNC. The lawsuit seeks remedies in connection with the Participation
Agreement and related Settlement Agreement. The complaint alleges
that BNC and ECT failed to perform their obligations to develop the
compound and to make such compound marketable by registering it with
the EPA.

In such lawsuit, the Company seeks at least $1 million in
compensatory and exemplary damages plus court costs and
disbursements based on theories of breach of contract, breach of
fiduciary duty and unjust enrichment. Other remedies sought include
rescission of both agreements and an injunction against the sale of
300,227 shares of SearchHelp's common stock still held at such time
by BNC. The court denied the Company's application for a preliminary
injunction. As of the date of this report, the Company is in
settlement negotiations with BNC.

NOTE 5 - ACQUISTION OF E-TOP-PICS, INC.

SearchHelp, Inc. completed its acquisition of E-Top-Pics, Inc.,
pursuant to the terms of a Stock Purchase Agreement dated as of June
8, 2005. SearchHelp acquired 100% of the capital stock of
E-Top-Pics, Inc. in exchange for 4 million shares of SearchHelp
restricted common stock for an aggregate purchase price of $1
million which is the aggregate fair value of 4 million shares at
$0.25 per share.

The following table summarizes the estimated fair values of the
assets acquired and liabilities assumed:

Current assets $ 639,315
Property and equipment 1,736
Goodwill 1,169,581
----------
Total assets acquired 1,810,632
----------
Current liabilities 408,340
Long term liabilities 322,954
----------
Total liabilities assumed 731,294
----------

Net assets acquired $1,079,338
==========

There was additional $79,274 for accounting and legal expenses
directly related to the acquisition. Goodwill will be measured for
potential impairment on at least an annual basis as required under
SFAS 142.

F-18

On acquisiton, the excess of consideration paid and expenses
incurred over the fair value on net assets acquired was recorded as
good will pending a formal valuation. Subsequently, the Company
hired an independent valuation company to review the goodwill from
the ETP purchase for asset allocation required under SFAS 141. The
valuation company allocated the goodwill of $ 1,169,581 to the
following assets:

Customer Relationships $ 620,000
Covenant not to compete 8,800
NASCAR Licenses 4,700
Goodwill 536,081
----------

Total ETP Assets $1,169,581
==========

(See note 2 (i) for information on cost and amortization of these
intangible assets.)

The following unaudited pro forma information presents a summary of
consolidated financial results of operations of the Company and ETP
as if it had occurred on January 1, 2004, the beginning of the
earliest period presented.

---------------------------
For the
Year Ended
December 31,
--------------
2005 2004
------------ ------------
Revenues $ 2,169,953 $ 235,803

Net Loss (3,739,587) (1,293,512)
Loss per share - basic and diluted $ (0.12) $ (0.04)
------------ ------------

The number of common shares outstanding used to calculate pro forma
earnings per share have been adjusted to include the 4 million
shares issued in the acquisition of ETP, as if these shares had been
outstanding as of the beginning of the earliest period presented.

NOTE 6 - ACQUISTION OF AMBER ALERT INC.

On November 4, 2005, the Company concluded an exchange agreement
with Amber Alert Agent, Inc., ("AAA") and the former stockholders of
AAA. The Company issued 1,500,000 restricted shares of its common
stock in exchange for 100% of AAA capital stock. The stock is being
held in escrow until the delivery of the product and services are
made to the Company. The Company has accounted for this transaction
as an asset acquisition valued at $375,000 ($0.25 x 1,500,000
shares), and has reflected the consideration under software
development costs on the consolidated balance sheet. Amber Alert
Development, a company owned by the former shareholders of AAA, is
completing the Company's newest product "Sentry Predator Locator".
This product is scheduled to be completed in May 2006. The Company
is paying $25,000 for six months, a total of $150,000, to Amber
Alert Development to change the product to the look and feel of the
Company's Sentry product line. The Company will also pay $1,000 per
month for testing of the product. The Company will own the
intellectual property rights for the product and will split any net
profits earned from the sale of the product, in equal parts with
Amber Alert Development for three years. If the former stockholders
of AAA help the Company raise funds in excess of $300,000, they will
also be entitled to half of those funds, up to $100,000. In
addition, the Company has reserved an aggregate of 51,000 shares for
future issuance to the former stockholders of AAA as non-compete
consideration.

F-19

NOTE 7 - SOFTWARE DEVELOPMENT COSTS.

For the year ended December 31, 2005, the Company capitalized
$425,000 of software development costs for its new product Sentry
Predator Locator. These costs, totaling $425,000, will begin to be
amortized when the product is ready for sale. For the year ended
December 31, 2004, the Company incurred $81,200 of development costs
which was charged to operations. The capitalized software costs are
amortized on a straight line basis over the estimated useful life of
three years. Amortization expense for the years ended December 31,
2005 and 2004 was $124,787 and $127,246, respectively. Amortization
expenses for 2006, 2007, 2008 and 2009 (including the costs related
to Sentry Predator Locator) are estimated to be $187,900, $187,900,
$158,333 and $32,113, respectively.

NOTE 8 - NOTES PAYABLE - BANK.

The Company has a $50,000 revolving line of credit with a bank.
Interest on borrowings is charged at 2.25% above the bank's
prevailing prime rate (9.38% at December 31, 2005). Interest of
$4,274 and $2,152 was charged to operations for the years ended
December 31, 2005 and 2004, respectively. At December 31, 2005,
$50,000 of the line has been utilized. The debt is guaranteed
personally, by the CEO of the Company and is collateralized by
marketable securities which he owns which had a fair market value of
approximately $20,650 at December 31, 2005.

NOTE 9 - NOTES PAYABLE - PRIVATE PLACEMENT.

On July 12, 2005, the Company began a private placement to
accredited investors of units ("Units"), consisting of (a) a 10%
convertible note and (b) warrants to purchase 10,000 shares of
common stock, par value $0.0001 per share exercisable at $0.50 per
share, for $10,000 per Unit. The convertible notes mature in two
years from the date of issue, if not converted earlier. The Notes
are currently convertible at any time at the option of the holder
into Common Stock at the conversion rate of $0.40 per share. The
Company closed this offering on December 8, 2005 and began a new
offering on December 19, 2005, offering the same securities on
substantially the same terms as the prior offering, except for an
exclusive placement agent provision for 45 days and a change in the
fee structure (instead of 10% commission the placement agent
received 8% commission and placement warrants). The Company has
raised a gross amount of $623,000 for the year ended December 31,
2005 from the combined offerings. The Company allocated the proceeds
received between the debt and the warrant upon their relative fair
values. The warrant value was $87,950. The resulting discount is
accreted over a two year period, the life of the note, using the
effective interest method. If the debt is converted earlier then the
maturity date, the unamortized amount will be charged to operations
at that time. For the year ended December 31, 2005, accreted
interest of $11,821 was charged to operations. When comparing the
fair value of the notes to the note value there was a beneficial
conversion feature of $213,119. The resulting discount was amortized
using the straight line method to January 31, 2006, which was the
earliest date at which conversion could occur. For the year ended
December 31, 2005, interest expense of $163,915 was charged for the
beneficial conversion feature. For the year ended December 31, 2005,
an aggregate of $175,736 was charged to interest expense. As
reflected on the balance sheet at December 31, 2005, the note value,
net of discount, was $497,667. As of April 10, 2006, subsequent to
the balance sheet date, the total raised from these private
placements aggregated gross proceeds of $1,460,000.

F-20

NOTE 10 - SUBSIDARY LINE OF CREDIT.

On September 15, 2005, E-Top-Pics, Inc., a wholly owned subsidiary
of the Company ("ETP") entered into an Accounts Receivable Purchase
Agreement with Commercial Capital Lending, LLC., ("CCL") whereby ETP
will tender to CCL for purchase pursuant to the Agreement certain of
its Accounts (as defined under the Uniform Commercial Code) by
delivering to CCL copies of certain invoices intending the Accounts
generated by ETP. Upon examination of such Accounts, CCL will have
the option to purchase all of ETP's rights, title and interest in
the same. The Agreement is for $3,000,000 revolving line of credit
and has a term of one year, but will continue automatically
thereafter unless terminated by either party. As December 31, 2005,
the Company has not utilized this line of credit and has incurred
fees of $3,000 in set up fees.

NOTE 11 - DUE TO/FROM STOCKHOLDERS AND AFFILIATES.

(a) Due to stockholders

At December 31, 2005, the Company was indebted to its CEO, William
Bozsnyak, in the amount of $754,500 for working capital advances
made to the Company. This includes loans made in the amount of
$581,500 to ETP which enabled ETP to fund purchases for cameras and
film. For the years ended December 31, 2005 and 2004, interest
expense was charged in the amounts of $45,511 and $8,000
respectively. The interest rate used in this calculation is the same
interest rate paid to the Company's short term lender under the
revolving line of credit described in Note 8.

Under the terms of their respective employment contracts, Debbie
Seaman, the Company's former President, and Mr. Bozsnyak are owed
$27,640 and $59,999, respectively, for unpaid wages earned through
September 30, 2004. Commencing on October 1, 2004, Ms. Seaman and
Mr. Bozsnyak both have waived all future salary under their
contracts until such time as the Company's cash flow can sustain
such payments. The cumulative salaries waived through December 31,
2004 were $37,500. For the year ended December 31, 2005, $49,222 in
salaries were also waived. Operations were charged with a
corresponding increase to additional paid-in capital. In May 2005,
Mr. Bozsnyak entered into a new employment agreement and has been
receiving his salary thereunder.

The Company also owed Mr. Bozsnyak $39,481 in accounts payable at
December 31, 2005, for online advertising he did on behalf of the
Company.

The Company owed the President of the Company, $1,128 for
unreimbursed expenses, at December 31, 2005.

The Company's former securities counsel, a shareholder, is owed $
13,976 and $ 22,663 for unpaid legal services at December 31, 2005
and 2004 respectively.

For the year ended December 31, 2005, the Company owed $2,775 to the
chairman of the audit and compensation committees, who is a
shareholder, per his compensation agreement.

F-21

(b) Due to affiliates

The President of ETP has a minority interest in three
affiliated companies. Based upon cash flow needs, there are loans
made to and/or from one of these affiliates as well as from the
President of ETP directly. As of December 31, 2005, the Company owed
one of these affiliates $61,257.

The Company outsourced the management of ETP's sky box at Fenway
Park to an entity in which the President of ETP is a minority
shareholder. As of December 31, 2005, this entity owed the Company
$37,955, which is included in accounts receivable and has been fully
reserved.

(d) Affiliate relationship

ETP has a relationship with an entity, who is also a shareholder and
acts as a conduit in the sales process of the FP-100 Fuji Film. This
company has an agreement with Fuji to purchase FP-100 film from Fuji
at a lower price than ETP can purchase the film. Therefore, ETP pays
Fuji directly for the film order, Fuji drop ships the film to ETP's
customer and such customer is invoiced by the company. ETP then
invoices the company. The company is paid within 30 days by ETP's
customer and ETP is paid in 30-45 days from the date of invoice. The
risk of loss is borne by ETP for the product until delivery to the
customer. Accordingly, such sales are reflected at gross in the
consolidated statement of operations for the year ended December 31,
2005.

NOTE 12 - LICENSING AGREEMENTS WITH FUJI PHOTO USA

The Company through its ETP subsidiary had licensing agreements with
certain NASCAR racing teams and/or certain drivers to manufacture
and or distribute one time use cameras using the images, trademarks
and other intellectual property of the licensors. Fuji entered into
a sub licensing agreement with ETP to manufacture and distribute
these cameras. Fuji paid ETP a royalty of $0.85 per camera. ETP was
responsible for paying a royalty to the drivers racing teams of $.50
per camera.

Upon the execution and delivery of the license agreements and
approval letters, which occurred prior to the acquisition of ETP by
the Company, Fuji paid ETP a royalty advance of $200,000 against
future royalty payments. ETP recorded that advance as deferred
revenue. As Fuji reported the sales of the cameras, ETP recorded a
corresponding reduction of deferred revenue. As a result of the
above agreement, Fuji was to pay no additional royalties to ETP
until the first 235,294 cameras were sold. Sales of cameras were
reported to the Company by Fuji on a quarterly basis. The Company
then reported to the drivers and made payments which were initially
charged against prepaid advances if applicable and royalty expense
thereafter. This agreement expired with Fuji on December 31, 2005
and was not renewed.

The deferred revenue under these agreements was $0 as of December
31, 2005.

F-22

On September 27, 2005, the Company signed a supply agreement with
Fuji Photo Film, USA, Inc. to purchase Instax film and cameras. The
contract term is for two years and may renew for an additional
twelve month period. The Company is obligated to purchase 1.8M packs
of film and 180K cameras during the first year of the agreement. The
Company is obligated to purchase 4.3M packs of film and 430K Instax
cameras by September 30, 2007. If the Company does not make these
minimum purchase requirements it is subject to pay Fuji for the
portion of the cameras and film under the minimum required at $0.10
per item. If the agreement is renewed the penalty amount is reduced
by fifty percent. This agreement may be terminated by either party
prior to the expiration date by written notice.

The Company has determined that the pricing structure under the
September 27, 2005 agreement makes it uneconomical for the Company
to perform its obligations as originally agreed. The agreement
contemplated that this situation might occur and provides certain
options to the parties, including a renegotiation of the pricing
terms or possible early termination of the agreement.
Representatives of the Company met with Fuji in March 2006,
subsequent to the balance sheet date, to begin such negotiations,
but as of the date of this report the outcome of such discussions
had not been determined.

NOTE 13 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES.

Accounts payable and accrued expenses consist of the following
at:

December 31
2005
-----------
Professional fees $ 71,567
Interest on notes payable 465
Consultants 14,226
Accrued Payroll other & payroll taxes 146,073
Sundry operating expenses 93,851
-----------
$ 326,182
===========

NOTE 14 - LICENSING AGREEMENT - SKY BOX.

Through its acquisition of ETP, the Company licensed a Sky Box and
certain additional seats for all Fenway Park events. The Company
through a managing agent resold these tickets at face value and
received an additional management fee for this service as well as an
additional fee for any food and beverage consumed. ETP prepaid its
license fee and ticket charges prior to the acquisition. Included in
the balance sheet at December 31, 2005, Prepaid Expense represents
prepayment of next year's ticket fees. At December 31, 2005, this
amount aggregated $16,670. The total income from operation of the
Sky Box is reflected as other income in the accompanying financial
statements and was $48,468 for the year ended December 31, 2005.
This license agreement expired on December 31, 2005 and was not
renewed.

F-23

NOTE 15 - INCOME TAXES.

The Company does not have any currently payable or deferred federal
or local tax benefit. At December 31, 2005 and 2004, the Company had
a cumulative net operating loss available to reduce future taxable
income amounting to approximately $6,900,000 and 3, 100,000,
respectively. These losses expire in various years through 2026.
Management is unable to determine if the utilization of the future
tax benefit is more likely than not and, accordingly, the asset for
federal and local carry forwards of approximately $2,600,000 and
$980,000, respectively, have been fully reserved by valuation
allowance.

For the Years Ended December 31,
-------------------------------------------
2005 2004
-------------------------------------------

Loss before income taxes ($3,780,325) ($1,200,235)
=========== ===========
Expected statutory tax benefits (1,285,311) -34.0% (408,100) -34.0%
Nondeductible expenses 49,150 1.3% 17,800 1.3%
Net operating loss valuation reserve 1,236,161 33.0% 390,300 32.7%
----------- ------ ----------- ------
Total tax benefit $ -- 0.0% $ -- 0.0%
=========== ====== =========== ======

Deferred tax assets and liabilities reflect the net tax effect of
temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used
for income taxes. The components of the deferred tax assets and
liabilities are as follows:

December 31,
----------- -----------
2005 2004
----------- -----------
Deferred tax assets:
Net operating loss deduction $ 2,570,000 $ 1,039,000
Accrued salaries 96,000 30,000
----------- -----------
Total assets 2,666,000 1,069,000
----------- -----------
Deferred tax liabilities:
Depreciation and amortization -- (87,000)
----------- -----------
Total liabilities -- (87,000)
----------- -----------

2,666,000 982,000
Less: Valuation allowance 2,666,000 (982,000)
----------- -----------

($ ) $ --
=========== ===========

F-24

NOTE 16 - EQUITY TRANSACTIONS.

In February 2004, Environmental Commercial Technology Corp. was
issued 2,300,000 shares of the Company's common stock and warrants
to acquire an additional 2,300,000 common shares at an initial
exercise price of $0.33 per share. The fair value of the common
stock issued was determined by the selling price of the Company's
unregistered restricted common stock on the transaction date of
$0.25 per share and amounted to $575,000. The fair value of the
warrants using the Black-Scholes pricing method with a 6% risk-free
interest rate and 200% volatility was $575,000.

In May 2004, the Company received $976,455 net proceeds from the
sale of 4,078,000 shares common stock.

On March 26, 2004, the Company issued an option to purchase 500,000
restricted common shares of the Company's stock at a purchase price
of $0.62 to a consultant for programming services. The fair value of
the option was $290,000.

In May 2004, three members of the Company's Advisory Board were
issued an aggregate of 130,000 shares of the Company's common stock
whose fair value on the date of issuance was $91,000. Half of these
shares are being held in escrow as the recipients will earn these
escrowed shares on a pro rata basis if they continue to serve on the
Advisory Board for one year. The other 50% was earned by the
recipients when issued. Amortization of the 50% to be earned and the
initial 50% aggregated $73,236 and was charged to operations in the
year ended December 31, 2004.

In May 2004, management issued 90,000 options to purchase the
Company's restricted common stock to Directors and Advisory Board
Members. The Advisory Board Members were issued 50,000 options of
which 10,000 was granted to the Chief Financial Officer who also
served on the Advisory board. The fair value of the option as
determined by the Black-Scholes option pricing model of $827 will be
accounted for under APB 25. The other 40,000 options were granted to
four non-employees. The fair value of the option as determined by
the Black-Scholes option pricing model of $3,309 was charged to
operations with a corresponding increase to paid-in capital. An
additional 40,000 options were granted to two directors who also
served on the Audit and Compensation Committees. The fair value of
these options was $3,309 using the Black-Scholes option method and
will be accounted for under APB 25. For the year ended December 31,
2004, $3,309 was charged to operations for the Advisory Board
Members options. The fair value of the Chief Financial Officer's and
directors' options as determined by the Black-Scholes option pricing
model and accounted for under APB 25 was $4,136.

On May 12, 2004, the Company issued a director an option to purchase
750,000 restricted shares of the Company's common stock as payment
for services. Additional paid in capital was increased for $187,500,
which was the value of the option determined using the Black Scholes
valuation method.

On September 29, 2004, the Company issued the CEO and the President
a total of 580,033 shares of restricted common stock at a purchase
price of $0.25 per share for repayment of loans that they had made
to the Company.

At December 31, 2004, additional paid in capital was increased
$37,500 for salaries waived by the CEO and President in the forth
quarter of 2004.

F-25

In November 2004, the Company issued the Chief Financial Officer and
the Chief Technical Officer each an option to purchase 50,000 shares
of the Company's common stock for a purchase price of $.25. These
options vested fully in 90 days and have an option life of 5 years.
The fair value of these options for the quarter and year ended
December 31, 2004, was $800 using the Black-Scholes option method
and will be accounted for under APB 25.

For the quarter ending March 31, 2005, officers waived an aggregate
of $49,222 in salaries. Operations were charged with a corresponding
entry to additional paid in capital.

In April 2005, management disbanded the Advisory Board for the IAQ
area due to the inactivity of the IAQ division. 90,000 shares of
common stock were returned to the transfer agent. In April 2005, an
entry was made to operations crediting Advisory Board consulting for
$45,500 with a corresponding debit to additional paid-in capital. On
April 1, 2005, an additional entry was made to operations crediting
Advisory Board consulting for of $18,618 with a corresponding debit
to additional paid-in capital.

On April 12, 2005, the Company issued 200,000 restricted common
shares to a Director, who also serves as the chairman of the audit
and compensation committees. These shares were valued at the fair
market value on the date of grant $0.25. $50,000 was charged to
operations with a corresponding entry to additional paid in capital.

On April 21, 2005, a director was issued, for services outside his
role as a director, 500,000 options to purchase common stock at a
purchase price of $.27. These options vested immediately and were
fully expensed. Operations were charged for $131,000, using the
Black Scholes valuation method.

On April 26, 2005, Mr. Carrizzo signed a three year employment
agreement with the Company. Mr. Carrizzo received an option to
purchase 3 million shares of the Company's common stock at a
purchase price of $.20 per share. The Company recorded the intrinsic
value of $300,000, as a contra equity account, which represents the
difference between the exercise price ($.20) and the market price of
the stock at the date of grant ($.30). This amount will be amortized
over the life of the employment agreement being the vesting period
for the option of 3 years. Amortization expense charged to
operations with a corresponding charge to additional paid in capital
was $68,409 for the year ended December 31, 2005.

On May 1, 2005, Mr. Bozsnyak signed a new employment agreement with
the Company. Mr. Bozsnyak received an option to purchase 1 million
shares of the Company's common stock at a purchase price of $.20 per
share. The Company recorded the intrinsic value of $250,000 as a
contra equity account, which represents the difference between the
exercise price ($.20) and the market price of the stock at the date
of grant ($.45). This amount will be amortized over the life of the
employment agreement being the vesting period for the option of 3
years. Amortization expense charged to operations with a
corresponding charge to additional paid in capital was $55,556 for
the year ended December 31, 2005.

On June 8, 2005, in connection with the ETP acquisition, Mr.
O'Connor signed a three year employment agreement with the Company.
Mr. O'Connor received an option to purchase 1 million shares of the
Company's common stock at a purchase price of $.20 per share. The
Company recorded the intrinsic value of $290,000 as a contra equity
account, which represents the difference between the exercise price
($.20) and the market price of the stock at the date of grant
($.49). This amount will be amortized over the life of the
employment agreement being the vesting period for the option of 3
years. Amortization expense charged to operations with a
corresponding charge to additional paid in capital was $56,239 for
the year ended December 31, 2005.

F-26

On May 10, 2005, the Company through a private sale sold 860,000
restricted common shares at a purchase price of $.25 per share and
received net proceeds of $215,000.

On June 8, 2005, the Company issued 4 million shares of restricted
common stock as per the terms of the stock purchase agreement with
ETP. The Company recorded $1,000,000 for the fair value of the
purchase using $0 .25 per share.

On June 15, 2005, the Company hired a public relations firm to
provide services. The firm was paid $500 and issued 130,000 shares
of the Company's restricted common stock. The Company recorded this
transaction at a value of $40,325, using the Black Scholes Option
Method. The Company has recorded this as a prepayment and will
amortize the expense over the contract life of one year.

On September 15, 2005, the Company hired a communications company on
a month to month basis to provide strategic planning and marketing.
The Company will pay this firm a monthly retainer of $5,000 and
issued an option to purchase 100,000 shares of the Company's common
stock at an exercise price of $0.51. This option vests 50%
immediately and 50% in one year and has an option life of five
years. Prepaid expense was increased $8,500 with a corresponding
entry to additional paid in capital. Operations and additional paid
in capital were charged $12,000 for the vested portion of the
options.

On October 25, 2005, BNC exercised its warrant for 1,725,000 shares
of the Company's common stock on a cashless basis at an exercise
price of $0.12 per share and the Company issued 1,097,727 shares of
common stock.

On November 21, 2005, a transferee from ECT exercised ECT's warrant
for 575,000 shares of the Company's common stock on a cashless basis
for an exercise price of $0.03 per share and, as a result, the
Company issued 539,796 shares of common stock.

On November 4, 2005, the Company issued 1.5 million shares of common
stock for the acquisition of Amber Alert Agent, Inc. The Company
recorded $375,000 for the fair value of the asset purchase using
$0.25 per share of SearchHelp common stock. The stock is being held
in escrow until the delivery of product and services are made to the
Company.

On December 2, 2005, the Company issued Summit Trading Inc., an
investor relations company, 300,000 restricted shares of SearchHelp
common stock as part of a settlement agreement. The market value of
the stock was $0.40 on the date of issuance. Operations was charged
$24,000 as calculated using the Black Scholes valuation method.

For the year ending December 31, 2005, operations was charged and
additional paid capital was increased by $301,069 for the beneficial
conversion feature and warrants in conjunction with the current
private placement.

For the year ending December 31, 2005, operations was charged $4,430
with a corresponding entry to additional paid in capital for the
compensatory value of stock options issued to Advisory Board
Members.

F-27

Warrants:
---------

As part of its initial sale of its securities to the public, the
Company sold Class A warrants, exercisable for five years, to
acquire 2,474,000 common shares at $0.75 per share and Class B
warrants, exercisable for seven years, to acquire 2,474,000 common
shares at $1.75 per share. As additional compensation to the
placement agent who placed the Company's securities, the agent and
its designees received rights to acquire 247,000 units of the
Company's securities for $0.985 each for five years. Each unit is
comprised of one share of common stock, a warrant to acquire one
share of common stock at $0.985 and another warrant to acquire a
common share at $2.285 per share. Warrants to acquire 172,800 shares
of the Company's common stock at $0.030 per share was issued to a
placement agent exercisable for five years as part of his
compensation for his services in the Company's private placement of
its securities in 2004.

At December 31, 2005, the warrants formerly held by each of ECT and
BNC had been exercised. The Company issued 539,796 and 1,097,727
common shares on a cashless basis at a purchase price of $.03 and
$.12, respectively. None of the other warrants have been exercised.

NOTE 17 - COMMITMENTS AND CONTINGENCIES.

(a) Leases:

The Company leases an executive office at 1055 Stewart Avenue, Suite
12, Bethpage, New York 11714. The lease was renewed for an
additional year on December 1, 2005. The rent is $1,107 per month
($13,280 per year). There was no annual increase from the 2005
lease. The Company has a security deposit with its landlord of
$2,155.

E-Top-Pics, Inc. leases office space at 56 Roland Street, Boston,
Massachusetts. The Company has signed a one year operating lease.
The annual rent is $21,684 and began September 1, 2005.

Rent expense was $22,270 and $12,987 for the years ended December
31, 2005 and 2004 respectively.

(b) Employment Contracts

On April 26, 2005, Mr. Carrizzo signed a three year employment
contract with the Company. Mr. Carrizzo will receive a base salary
of $120,000 per year with a 10% increase each year. Mr. Carrizzo was
also granted an option to purchase 3,000,000 shares of the Company's
stock at a purchase price of $.20 per share. These options vest
fully in three years and have a five year life. For the year ended
December 31, 2005, 1,000,000 options were vested.

On May 1, 2005, Mr. Bozsnyak signed a new three year employment
contract with the Company. Mr. Bozsnyak will receive a base salary
of $120,000 per year with a 10% increase each year. Mr. Bozsnyak was
also granted an option to purchase 1,000,000 shares of the Company's
stock at a purchase price of $.20 per share. These options vest
fully in three years and have a five year life. For the year ended
December 31, 2005, 333,333 options were vested.

F-28

On June 8, 2005, Mr. O'Connor signed a three year employment
contract with the Company. Mr. O'Connor will receive a base salary
of $120,000 per year with a 10% increase each year. Mr. O'Connor was
also granted an option to purchase 1,000,000 shares of the Company's
stock at a purchase price of $.20 per share. These options vest
fully in three years and have a five year life. For the year ended
December 31, 2005, 333,333 options were vested.

On August 15, 2005, the Company signed a Distribution
Agreement with Navarre, whereby Navarre through one of their
aggregators, SOS Network, may distribute the Company's Sentry At
Home software products. The term of the agreement is 18 months and
will be automatically renewed for a one year period unless either
party gives 90 days written notice. The SOS Network will be selling
the Sentry At Home software in approximately seven retail stores and
will also provide access to the military channel programs. Sales are
made on a consignment basis.

On December 14, 2005, the Company entered into a five-year marketing
consulting services agreement with Sharpworx International to
provide us with increased domestic distribution and the Company's
first international sales channel for the Company's suite of
parental control software, enterprise monitoring solutions and
photographic imaging products. Sharpworx brings particular expertise
in marketing to, among others, business associations, members of the
National Black Chamber of Commerce, Native American businesses,
religious groups, Internet service providers and computer
manufacturers.

(d) Economic Dependency

For the year ending December 31, 2005, sales to one customer were in
excess of 10% of the Company's total sales. Sales to this customer
were approximately $1,702,000 and accounts receivable from this
customer as of December 31, 2005, was $141,853.

For the year ended December 31, 2005, purchases from one vendor were
in excess of 10% of the Company's total purchases. Purchases from
this vendor were approximately $1,647,000 and there were no amounts
payable to this vendor as of December 31, 2005.

NOTE - 18 SUBSEQUENT EVENTS

On February 27, 2006, SearchHelp commenced an action in the Supreme
Court of the State of New York, New York County, against
Environmental Commercial Technology Corp. ("ECT") and BioNeutral
Laboratories Corporation USA ("BNC"), the parent company of ECT. The
lawsuit seeks remedies in connection with a Participation Agreement
entered into between SearchHelp and ECT on February 3, 2004 and a
related Settlement Agreement entered into between SearchHelp and BNC
on October 20, 2005. The complaint alleges that BNC and ECT failed
to perform their obligations to develop a certain mold-remediation
compound and to make such compound marketable by registering it with
the United States Environmental Protection Agency.

F-29

In such lawsuit, the Company seeks at least $1 million in
compensatory and exemplary damages plus court costs and
disbursements based on a breach of contract, breach of fiduciary
duty and unjust enrichment. Other remedies sought include rescission
of both agreements and an injunction against the sale of 300,227
shares of SearchHelp's common stock still held at such time by BNC.
The court denied the Company's application for a preliminary
injunction. At the date of this report, the Company is in settlement
negotiations with BNC.

On March 6, 2006, the Company issued 17,483 shares of restricted
common stock for legal services rendered in conjunction with the BNC
lawsuit. The share price was calculated using the market value of
$0.55 discounted by 10%.

On March 10, 2006, the Company issued 600,000 of restricted common
stock to William Bozsnyak, the Company's CEO, in repayment of
$180,000 loan made to the Company. The share price was $.30, a
discount to the market price, reflecting the restricted nature of
such shares.

NOTE 19 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The Company's quarterly financial data for the years ended December
31, 2005 and 2004 follow below.

1st Quarter 2nd Quarter 3rd Quarter 4th Quarter

December 31, 2005:
Net loss ($292,517) ($648,230) ($978,785) ($1,860,793)
========== ========== ========== ============

Loss per share ($.01) ($.02) ($.03) ($0.06)
====== ====== ====== =======

Shares used in computation 26,801,275 29,255,420 30,714,484 31,957,036
========== ========== ========== ==========

December 31, 2004:
Net loss ($310,987) ($329,277) ($275,628) ($284,343)
========== ========== ========== ==========

Loss per share ($.01) ($.01) ($.01) ($0.02)
====== ====== ====== =======

Shares used in computation 24,638,198 26,780,100 27,027,180 28,485,033
========== ========== ========== ==========

F-30

SEARCHHELP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

ASSETS

June 30, December 31,
---------- ----------
2006 2005
---------- ----------
(Unaudited)
Current assets:

Cash $ 335,715 $ 126,975
Accounts receivable less allowance for doubtful accounts of $37,955 at 2006 and 2005 62,818 153,614
Inventory 132,992 29,904
Prepaid expenses 32,335 78,746
---------- ----------
Total current assets 563,860 389,239
---------- ----------

Property and equipment - net 7,038 1,283
---------- ----------

Other assets:
Software development costs, less accumulated
amortization of $533,488 and $431,087, respectively 659,677 566,256
Amortizable intangible assets, less accumulated
amortization of $73,603 and $41,136, respectively 559,899 592,364
Deferred finance costs, less amortization of $36,681 and $6,853, respectively 152,638 47,347
Goodwill 536,081 536,081
Security deposit 13,454 6,155
---------- ----------

Total other assets 1,921,749 1,748,203
---------- ----------

Total assets $2,492,647 $2,138,725
========== ==========

See notes to consolidated financial statements

F-31

SEARCHHELP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)

LIABILITIES AND STOCKHOLDERS' EQUITY

June 30, December 31,
----------- -----------
2006 2005
----------- -----------
(Unaudited)
Current liabilities:

Note payable - bank $ 39,697 $ 50,000
Current portion of long term debt -- 50,000
Due to stockholders 723,148 899,499
Due to affilates 60,480 61,257
Deferred revenue, net of discount of $0 and $2,973, respectively -- 4,470
Accounts payable and accrued expenses 203,893 326,182
----------- -----------
Total current liabilities 1,027,218 1,391,408

Other liabilities:
Note payable - Private Placements, net of discount of $988,263 and $125,333, respectively 1,451,737 497,667
Other -- 50,000
----------- -----------
Total other liabilities 1,451,737 547,667
----------- -----------

Commitments and contingencies

Stockholders' equity
Common stock - $.0001 par value
Authorized - 250,000,000 shares
Issued and outstanding -37,704,308 and 37,022,556
shares, respectively 3,770 3,702
Additional paid-in capital 8,882,947 7,802,030
Deferred compensation -- (659,796)
Accumulated deficit (8,873,025) (6,946,286)
----------- -----------
Total stockholders' equity 13,692 199,650
----------- -----------
Total liabilities and stockholders'
equity $ 2,492,647 $ 2,138,725
=========== ===========

See notes to consolidated financial statements

F-32

SEARCHHELP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

For the Six For the Three
Months Ended Months Ended
------------ ------------
June 30, June 30,
-------- --------
2006 2005 2006 2005
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues

Imaging $ 11,181 $ 159,314 $ 11,181 $ 159,028
Software 84,956 -- 43,579 --
Less discount on sales (47,254) -- (31,906) --
------------ ------------ ------------ ------------
Total Revenues 48,883 159,314 22,854 159,028
------------ ------------ ------------ ------------

Cost of Sales
Imaging 226 145,751 226 145,751
Software 30,483 -- 10,304 --
------------ ------------ ------------ ------------
Total Cost of Sales 30,709 145,751 10,530 145,751
------------ ------------ ------------ ------------

Gross Profit 18,174 13,563 12,324 13,277
------------ ------------ ------------ ------------

Operating expenses:
Selling 126,256 109,306 34,031 68,266
Web site costs 21,106 22,849 10,075 9,559
General and administrative 1,423,441 452,521 702,772 250,826
Depreciation and amortization 135,687 62,545 91,871 31,348
------------ ------------ ------------ ------------
Total operating expenses 1,706,490 647,221 838,749 359,999
------------ ------------ ------------ ------------

Loss from operations (1,688,316) (633,658) (826,425) (346,722)
------------ ------------ ------------ ------------

Other Expenses (Income)
Interest 294,821 16,033 174,544 10,452
Interest - related party 31,970 -- 14,765 --
Write off of liability per settlement (100,000) -- (100,000) --
Other income (10,664) (1,461) (10,622) (1,461)
Amortization of deferred financing costs 29,828 -- 18,199 --
------------ ------------ ------------ ------------
Total other expenses 245,955 14,572 96,886 8,991
------------ ------------ ------------ ------------
Net loss $ (1,934,271) $ (648,230) $ (923,311) $ (355,713)
============ ============ ============ ============

Per share data:
Loss per share - basic and diluted $ (0.05) $ (0.02) $ (0.02) $ (0.01)
============ ============ ============ ============

Weighted average number of
shares outstanding basic & diluted 37,430,674 29,255,420 37,684,257 30,017,341
============ ============ ============ ============

See notes to consolidated financial statements

F-33

SEARCHHELP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six
Months Ended
June 30,
--------
2006 2005
---- ----
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net loss $(1,934,271) $ (648,230)
----------- -----------
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Deferred revenue (4,470) 3,185
Waiver of officers' salaries -- 49,222
Stock and options issued for services 69,659 103,321
Writeoff of liability per settlement (100,000) --
Compensatory element of stock options 417,853 2,720
Depreciation 819 303
Amortization of deferred financing costs 29,828 --
Amortization of software development costs 102,401 62,241
Amortization of intangible assets 32,467 --
Amortization of beneficial conversion feature 129,905
Amortization of debt discount 87,965 --
Amortization of deferred compensation -- 32,222
Increase (decrease) in cash flows as a result of
changes in asset and liability account balances:
Accounts receivable 90,796 59,459
Inventory (103,088) (30,900)
Prepaid expenses 46,411 33,071
Security Deposit (7,299) --
Accounts payable and accrued expenses (122,290) 303,722
----------- -----------
Total adjustments 670,957 618,566
----------- -----------

Net cash used in operating activities (1,263,314) (29,664)
----------- -----------
Cash flows from investing activities:
Equipment purchases (6,574) --
Acquisition expenses less cash acquired -- (23,326)
Capitalized software costs (195,822) --
=========== ===========
Net cash used in investing activities (202,396) (23,326)
=========== ===========

See notes to consolidated financial statements

F-34

SEARCHHELP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

For the Six
Months Ended
June 30,
--------
2006 2005
---- ----
(Unaudited) (Unaudited)

Cash flows from financing activities:
Net borrowings from stockholder 3,650 155,874
Payment of due to affiliates (777) (20,530)
Proceeds from notes payable 1,817,000 215,024
Loans Payable -- (11,083)
Payment of notes payable - bank (10,303) 550
Deferred financing costs (135,119) --
----------- -----------
Net cash provided by financing activities 1,674,451 339,835
----------- -----------
Net increase in cash 208,741 286,845

Cash at beginning of period 126,975 2,459
----------- -----------
Cash at end of period $ 335,715 $ 289,304
=========== ===========
Supplemental Disclosure of cash flow information:

Cash payment made during the period - Interest $ 76,909 $ 9,004
=========== ===========
Supplemental Schedules of Noncash Investing
and Financing Activities:

Stockholder loans converted to common stock $ 180,000 $ --
=========== ===========
Common stock and options issued for services $ 69,659 $ 103,321
=========== ===========

Discount related to note payable - warrant value and
beneficial conversion feature $ 1,073,269 $ --
=========== ===========
The company purchased all the capital
stock of E-top-Pics, Inc. as of June 8, 2005.
In conjunction with the acquisition, liabilities
were assumed as follows:

Fair Value of Assets Acquired -- $ 1,792,972
Common stock issued for capital stock -- (1,000,000)
Acquisition related expenses -- (61,678)
----------- -----------
Liabilities assumed $ -- $ 731,294
=========== ===========

See notes to consolidated financial statements

F-35

SEARCHHELP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

NOTE 1 - PLAN OF ORGANIZATION.

Presentation of Financial Statements:

The Company's business consists principally of the sale and distribution
of family software and imaging products.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As reflected in the financial
statements, the Company incurred net losses of $1,934,271 and $648,230 for
the six months ended June 30, 2006 and 2005, respectively. In addition,
the Company has negative working capital of $463,358 and an accumulated
deficit of $8,873,025 at June 30, 2006.

These circumstances raise substantial doubt about the Company's ability to
continue as a going concern. The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty. Management's efforts have been directed towards the
development and implementation of a plan to generate sufficient revenues
to cover all of its present and future costs and expenses. The plan
includes, among other things, developing and selling products and services
oriented towards improving family safety and well being.

If the Company does not generate sufficient revenues from the sales of its
products in an amount necessary to meet its cash needs, the Company will
need additional financing to continue to operate. As the Company increases
sales from its products and services, the Company expects to increase cash
flows from operations. In July 2005, management began a private placement
to raise additional funds by issuing convertible notes with an attached
warrant. On December 8, 2005, the Company closed this offering and
commenced a new one on December 19, 2005, offering the same securities on
substantially the same terms as the prior offering. This offering gave a
placement agent an exclusive 45 day period to sell the offering. The
commission charged on the second offering decreased from 10% to 8%. As of
December 31, 2005, the Company raised a gross amount of $623,000 by
soliciting accredited investors from both offerings. For the six months
ended June 30, 2006, the Company raised a gross amount of $1,817,000 and
an additional $325,000 through August 4, 2006.

The accompanying consolidated financial statements have been prepared,
without audit, in accordance with accounting principles generally accepted
in the United States ("U.S. GAAP") and pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC"). Certain
information and disclosures normally included in financial statements
prepared in accordance with U.S. GAAP have been condensed or omitted
pursuant to such rules and regulations. Accordingly, these consolidated
financial statements should be read in conjunction with the audited
consolidated financial statements and related notes thereto included in
the Company's Annual Report for the year ended December 31, 2005 filed
with the SEC on Form 10-KSB. In the opinion of management, the
accompanying consolidated financial statements reflect all adjustments
considered necessary for a fair presentation of interim results for the
Company and all such adjustments are of a normal and recurring nature.
Operating results for interim periods are not necessarily indicative of
results that may be expected for the entire year. The accompanying
financial statements include the accounts of the Company and its wholly
owned subsidiaries. All intercompany transactions have been eliminated in
consolidation.

NOTE 2 - SUMMARY OF SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES:

(a) Use of Estimates:

The preparation of consolidated financial statements in conformity with
U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities as of the date of
the consolidated financial statements, the disclosure of contingent assets
and liabilities in the consolidated financial statements and the
accompanying notes, and the reported amounts of revenue and expenses
during the periods presented. Actual amounts and results could differ from
those estimates. The estimates the Company makes are based on historical
factors, current circumstances and the experience and judgment of the
Company's management. The Company evaluates its assumptions and estimates
on an ongoing basis and may employ outside experts to assist in the
Company's evaluations.

F-36

(b) Earnings Per Share:

The Company utilizes Statement of Financial Accounting Standards No. 128,
"Earnings Per Share". Basic earnings per share is calculated on the
weighted effect of all common shares issued and outstanding, and is
calculated by dividing net income available to common stockholders by the
weighted average shares outstanding during the period. Diluted earnings
per share, which is calculated by dividing net income or loss available to
common stockholders by the weighted average number of common shares used
in the basic earnings per share calculation, plus the number of common
shares that would be issued assuming conversion of all potentially
dilutive securities outstanding, is not presented separately as it is
anti-dilutive.

NOTE 3 - EMPLOYEE STOCK COMPENSATION

The Company's 2004 Stock Plan, which is shareholder approved, permits the
grant of share options and shares to its employees for up to 1,500,000
shares of common stock as stock compensation. All stock options under the
2004 Stock Plan are granted at the fair market value of the common stock
at the grant date. Employee stock options vest ratably over a three-year
period and generally expire 5 years from the grant date.

Accounting for Employee Awards:

Effective January 1, 2006, the Company's Plan is accounted for in
accordance with the recognition and measurement provisions of Statement of
Financial Accounting Standards ("FAS") No. 123 (revised 2004), Share-Based
Payment ("FAS 123(R)"), which replaces FAS No. 123, Accounting for
Stock-Based Compensation, and supersedes Accounting Principles Board
Opinion ("APB") No. 25, Accounting for Stock Issued to Employees, and
related interpretations. FAS 123 (R) requires compensation costs related
to share-based payment transactions, including employee stock options, to
be recognized in the financial statements. In addition, the Company
adheres to the guidance set forth within Securities and Exchange
Commission ("SEC") Staff Accounting Bulletin ("SAB") No. 107, which
provides the Staff's views regarding the interaction between FAS No.
123(R) and certain SEC rules and regulations and provides interpretations
with respect to the valuation of share-based payments for public
companies.

Prior to January 1, 2006, the Company accounted for similar transactions
in accordance with APB No. 25 which employed the intrinsic value method of
measuring compensation cost. Accordingly, compensation expense was not
recognized for fixed stock options if the exercise price of the option
equaled or exceeded the fair value of the underlying stock at the grant
date.

While FAS No. 123 encouraged recognition of the fair value of all
stock-based awards on the date of grant as expense over the vesting
period, companies were permitted to continue to apply the intrinsic
value-based method of accounting prescribed by APB No. 25 and disclose
certain pro-forma amounts as if the fair value approach of FAS No. 123 had
been applied. In December 2002, FAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure, an amendment of FAS No. 123, was
issued, which, in addition to providing alternative methods of transition
for a voluntary change to the fair value method of accounting for
stock-based employee compensation, required more prominent pro-forma
disclosures in both the annual and interim financial statements. The
Company complied with these disclosure requirements for all applicable
periods prior to January 1, 2006.

In adopting FAS 123(R), the Company applied the modified prospective
approach to transition. Under the modified prospective approach, the
provisions of FAS 123 (R) are to be applied to new awards and to awards
modified, repurchased, or cancelled after the required effective date.
Additionally, compensation cost for the portion of awards for which the
requisite service has not been rendered that are outstanding as of the
required effective date shall be recognized as the requisite service is
rendered on or after the required effective date. The compensation cost
for that portion of awards shall be based on the grant-date fair value of
those awards as calculated for either recognition or pro-forma disclosures
under FAS 123.

F-37

As a result of the adoption of FAS 123 (R), the Company's results for the
six months ended June 30, 2006 include share-based compensation expense
totaling $345,645 which has been included in the general and
administrative expenses line item. No income tax benefit has been
recognized in the income statement for share-based compensation
arrangements as the Company has provided 100% valuation allowance on its'
net deferred tax asset. A total of $32,222 of stock compensation expense
for employee options was recorded under APB No. 25 in the Consolidated
Statements of Operations for the six months ended June 30, 2005.

Stock option compensation expense in fiscal 2006 is the estimated fair
value of options granted amortized on a straight-line basis over the
requisite service period for the entire portion of the award. The Company
has not adjusted the expense by estimated forfeitures, as required by FAS
123(R) for employee options, since the forfeiture rate based upon
historical data was determined to be immaterial.

Accounting for Non-employee Awards: The Company previously accounted for
options granted to its non-employee consultants using the fair value cost
in accordance with FAS 123 and EITF No. 96-18. The adoption of FAS 123(R)
and SAB 107 as of January 1, 2006, had no material impact on the
accounting for non-employee awards. The Company continues to utilize the
additional guidance set forth in EITF Issue No. 96-18, "Accounting for
Equity Instruments That Are Issued to Other Than Employees" ("EITF
96-18").

Stock compensation expense related to non-employee options was
approximately $72,200 and $2,700 for the six months ended June 30, 2006,
and 2005, respectively. These amounts are included in the Consolidated
Statements of Operations within the general and administrative expenses
line item.

Pro Forma Information under SFAS No. 123 for Periods Prior to Adoption of
FAS 123 (R):

The following table illustrates the effect on net income and earnings per
share as if the fair value recognition provisions of FAS No. 123 had been
applied to all outstanding and unvested awards in the prior year
comparable period.

For the six For the three
months ended months ended
June 30, 2005 June 30, 2005

Net loss attributable to common stockholders, as reported $(648,230) $(355,713)
Add: Stock-based compensation included in reported net loss 32,222 32,222
Deduct: Total stock based compensation expense determined
under the fair value based method for all awards (no tax
effect) (47,400) (47,400)

Pro forma net loss attributable to common stockholders $(663,408) $(370,891)

Net loss per share:
Basic and diluted loss per share - as reported ($ 0.02) ($ 0.01)
Basic and diluted loss per share - pro forma ($ 0.02) ($ 0.01)

The fair value of options at the date of grant is estimated using the
Black-Scholes option pricing model. The assumptions made in calculating
the fair values of options are as follows:

- ----------------------------- ----------------------- ------------------------
For the
six For the three
months ended months ended
June 30, 2005 June 30, 2005
- ----------------------------- ----------------------- ------------------------
Expected term (in years) 5 5
- ----------------------------- ----------------------- ------------------------
Expected volatility 105.38% - 112.67% 106.20% - 112.67%
- ----------------------------- ----------------------- ------------------------
Expected dividend yield 0% 0%
- ----------------------------- ----------------------- ------------------------
Risk-free interest rate 3.730% - 3.970% 3.730% - 3.970%
- ----------------------------- ----------------------- ------------------------

F-38

There were 900,000 and 5,920,000 employee stock options granted in the six
months ended June 30, 2006 and 2005, respectively. The following table
represents our stock options granted, exercised, and forfeited during the
first half of 2006.

Weighted Weighted
Average Average
Exercise Remaining Aggregate
Number Price Contractual Intrinsic
Stock Options of Shares per Share Term Value
------------- --------- --------- ---- -----

Outstanding at January 1, 2006 8,323,090 $0.28 3.8170 $1,664,618
=====
Granted 900,000 $0.38 4.8333 342,000
=====
Exercised 0 0
Forfeited/expired 0 0
----------------
Outstanding at June 30, 2006 9,223,090 $0.29 3.692 $2,006,618
=====
Exercisable at June 30, 2006 6,017,048 $0.29 3.514 $1,717,394
=====

The fair value of the 900,000 employee stock options granted in the six
months ended June 30, 2006 was $252,000. As of June 30, 2006, there was
$861,199 of unrecognized compensation cost, net of estimated forfeitures,
related to nonvested stock options, which is expected to be recognized
over a weighted average period of approximately 2.0 years.

NOTE 4 - ACQUISTION OF E-TOP-PICS, INC.

SearchHelp, Inc. completed its acquisition of E-Top-Pics, Inc. ("ETP"),
pursuant to the terms of a Stock Purchase Agreement dated as of June 8,
2005. SearchHelp acquired 100% of the capital stock of E-Top-Pics, Inc. in
exchange for 4 million shares of SearchHelp restricted common stock for an
aggregate purchase price of $1 million which is the aggregate fair value
of 4 million shares at $0.25 per share. Including $79,274 for accounting
and legal expenses directly related to the acquisition, the total purchase
price was $1,079,274. The business combination has been accounted for as a
purchase in accordance with SFAS No. 141 allocating the purchase price to
the tangible and intangible assets acquired and liabilities assumed based
on their estimated fair values. The allocation resulted in recording
intangibles of $633,500 and goodwill of $536,081. During the six months
ended June 30, 2006, amortization expense of $32,467 was charged.

The following unaudited pro forma financial information for the six and
three months ended June 30, 2005 presents the combined results of
operations of the Company and ETP as if the acquisition had occurred at
January 1, 2005, the date of earliest period presented. The pro forma
results presented below for 2005 combine the results of the Company for
2005 and historical results of ETP from January 1, 2005 through June 30,
2005. The unaudited pro forma financial information is not intended to
represent or be indicative of the Company's consolidated results of
operations or financial condition that would have been reported had the
acquisition been completed as of the beginning of the periods presented
and should not be taken as indicative of the Company's future consolidated
results of operations.

--------------------------- ------------------------------
For the Six Months Ended For the Three Months Ended
June 30, June 30,
2005 2005
---- ----

Revenues $606,283 $558,816
Net Loss (660,250) (152,264)
Loss per share - basic and
diluted $ (0.02) $(0.01)

The number of common shares outstanding used to calculate pro forma
earnings per share have been adjusted to include the 4 million shares
issued in the acquisition of ETP, as if these shares had been outstanding
as of the beginning of the earliest period presented.

F-39

NOTE 5 - ACQUISTION OF AMBER ALERT INC.

NOTE 6 - SOFTWARE DEVELOPMENT COSTS.

In accordance with the American Institute of Certified Public Accountants
Statement of Position No. 98-1, "Accounting for the Cost of Computer
Software Developed or Attained for Internal Use," the Company, capitalized
costs of $1,193,165. The Company is amortizing these costs over their
estimated useful lives of three years. For the six months ending June 30,
2006, the Company capitalized $195,822 and amortization expense of
$102,401 was charged.

NOTE 7 - NOTES PAYABLE - BANK.

The Company has a $50,000 revolving line of credit with a bank. At June
30, 2006 and December 31, 2005, $39,697 and $50,000 of the line has been
utilized, respectively. Interest on borrowings is charged at 2.25% above
the bank's prevailing prime rate (10.25% at June 30, 2006). Interest of
$2,431 and $483 was charged to operations for the six months ended June
30, 2006 and 2005, respectively. The debt is guaranteed personally by the
CEO of the Company and is collateralized by marketable securities owned by
him which had a fair market value of approximately $29,000 at June 30,
2006.

NOTE 8 - NOTES PAYABLE - PRIVATE PLACEMENTS.

On July 12, 2005, the Company began a private placement to accredited
investors of units ("Units"), consisting of (a) a 10% convertible note and
(b) warrants to purchase 10,000 shares of common stock, par value $0.0001
per share exercisable at $0.50 per share, for $10,000 per Unit. The
convertible notes mature in two years from the date of issue, if not
converted earlier. The Notes are currently convertible at any time at the
option of the holder into Common Stock at the conversion rate of $0.40 per
share. The Company closed this offering on December 8, 2005 and began a
new offering on December 19, 2005, offering the same securities on
substantially the same terms as the prior offering, except for an
exclusive placement agent provision for 45 days and a change in the fee
structure (instead of 10% commission the placement agent received 8%
commission and placement warrants). The Company has raised a gross amount
of $623,000 for the year ended December 31, 2005 from the combined
offerings. The Company allocated the proceeds received between the debt
and the warrant upon their relative fair values. The warrant value was
$87,950. The resulting discount is accreted over a two year period, the
life of the note, using the effective interest method. If the debt is
converted earlier then the maturity date, the unamortized amount will be
charged to operations at that time When comparing the fair value of the
notes to the note value there was a beneficial conversion feature of
$213,119. The resulting discount was amortized using the straight line
method to January 31, 2006, which was the earliest date at which
conversion could occur.

For the six months ending June 30, 2006, the Company raised a gross amount
of $1,817,000 from the current offering. The warrant value was $507,580
and was recorded as a discount to the notes. A total amount of $87,965 was
accreted as interest expense during the six months ended June 30, 2006.
When comparing the fair value of the notes to the note value there was a
beneficial conversion feature of $ 565,689. This amount was recorded as a
discount to the notes and is accreted over the two year life of the note
using the effective interest method. For the six months ending June 30,
2006, an aggregate of $129,905 was charged to interest expense which
included $49,204 of unamortized beneficial conversion from December 31,
2005.

As reflected on the balance sheet at June 30, 2006 and December 31, 2005,
the note value, net of discount, was $1,451,737 and $497,667,
respectively.

F-40

For the period from July 1, 2006 to August 8, 2006, the Company had raised
an additional gross amount of $325,000 and the total raised from these
private placements aggregated gross proceeds of $2,765,000.

NOTE 9 - DUE TO/FROM STOCKHOLDERS AND AFFILIATES.

(a) Due to stockholders

At June 30, 2006 and December 31, 2005, the Company was indebted to its
CEO, William Bozsnyak, in the amount of $574,500 and $754,500,
respectively, for working capital advances made to the Company. For the
six months ended June 30, 2006 and 2005, interest expense was charged in
the amounts of $31,970 and $2,577 respectively. On March 10, 2006, Mr.
Bozsnyak converted $180,000 of loans into 600,000 restricted shares of the
Company's common stock. The interest rate used in this calculation is the
same interest rate paid to the Company's short term lender under the
revolving line of credit described in Note 7. At June 30, 2006, $52,673 in
accrued interest was due to Mr. Bozsnyak.

At June 30, 2006 and December 31, 2005, $87,639 was owed for salaries
waived by Mr. Bozsnyak and Debbie Seaman, the Company's former President.
In May 2005, Mr. Bozsnyak entered into a new employment agreement and has
been receiving his salary thereunder.

The Company also owed Mr. Bozsnyak $175 and $39,481 in accounts payable as
of June 30, 2006 and December 31, 2005, respectively, for travel expenses
and online advertising incurred on behalf of the Company. Additionally, at
June 30, 2006, Brian O'Connor, a shareholder and director, is owed $1,136
for travel expenses incurred on behalf of the Company. The Company owed
Joseph Carrizzo, a shareholder and President of the Company, $1,128 for
unreimbursed expenses, at December 31, 2005. The Company's former
securities counsel, a shareholder, is owed $4,476 as of June 30, 2006, and
$ 13,976 at December 31, 2005 for unpaid legal services.

As of June 30, 2006 and December 31, 2005, the Company owed $7,025 and
$2,775, respectively, to the chairman of the audit and compensation
committees, who is a shareholder, per his compensation agreement.

(b) Due to affiliates

The President of ETP has a minority interest in three affiliated
companies. Based upon cash flow needs, there are loans made to and/or from
one of these affiliates as well as from the President of ETP directly. As
of June 30, 2006 and December 31, 2005, the Company owed one of these
affiliates $60,480 and $61,257, respectively.

The Company outsourced the management of ETP's sky box at Fenway Park to
an entity in which the President of ETP is a minority shareholder. As of
June 30, 2006 and December 31, 2005, this entity owed the Company $37,955,
which has been fully reserved as uncollectible. This license agreement
expired on December 31, 2005 and was not renewed.

NOTE 10 - LICENSING AGREEMENTS WITH FUJI PHOTO USA

On September 27, 2005, the Company's wholly owned subsidiary ETP, signed a
supply agreement with Fuji Photo Film, USA, Inc. ("Fuji") to purchase
Instax film and cameras. The contract term was for two years. ETP was
obligated to purchase 1.8 million packs of film and 180,000 cameras during
the first year of the agreement. ETP was obligated to purchase 4.3 million
packs of film and 430,000 Instax cameras by September 30, 2007. This
agreement could be terminated by either party prior to the expiration date
by written notice.

Early in 2006, ETP determined that the pricing structure under the
September 27, 2005 agreement was uneconomical under current market
conditions for ETP to perform its obligations as originally agreed. The
agreement contemplated that this situation might occur and provided
certain options to the parties, including a renegotiation of the pricing
terms or possible early termination of the agreement. Representatives of
ETP met with Fuji in March 2006, to begin such negotiations. After several
months of discussions with Fuji concerning the pricing of the imaging
products to be supplied under the agreement, the parties were unable to
agree on mutually acceptable pricing for such products. ETP submitted a
notice of termination that became final on July 14, 2006, subsequent to
the balance sheet date.

The termination of the Supply Agreement means that ETP will not be
required to meet the minimum purchase quantities specified in the
agreement, but ETP is obligated by the terms of the agreement to
consummate the purchase of products ordered prior to termination. ETP and
Fuji are continuing their discussions concerning the disposition of such
products. Management believes that these discussions will result in
pricing terms that will enable ETP to liquidate the inventory without
having a material adverse effect on the Company's financial statements.

F-41

NOTE 11 - INCOME TAXES.

The Company does not have any currently payable or deferred federal or
local tax benefit at June 30, 2006. At June 30, 2006, the Company had a
cumulative net operating loss available to reduce future taxable income
amounting to approximately $8,800,000. These losses expire in various
years through 2022. Management is unable to determine if the utilization
of the future tax benefit is more likely than not and, accordingly, the
asset for federal and local carry forwards of approximately $3,300,000 has
been fully reserved.

For the Six Months Ended June 30,
2006 2005
---- ----
Loss before
income taxes $(1,934,000) $(648,000)
============ ==========
Expected
statutory tax
benefits $(657,560) (34.0%) $(220,320) (34.0%)
Nondeductible
expenses 38,680 2.0% 12,960 2.0%
Net operating
loss valuation
reserve 618,880 32.0% 207,360 32.0%
--------- ---- --------- ----
Total tax benefit $ -- 0.0% $ -- 0.0%
========= ==== ========= ====

NOTE 12 - EQUITY TRANSACTIONS.

On March 6, 2006, the Company issued 17,483 restricted common shares to a
legal firm in exchange for services. These shares were valued at the fair
market value of $0.55, less an approximate 10% discount (due to the
restriction) or at $0.495 per share. A total of $8,653 was charged to
operations with a corresponding credit to additional paid in capital.

On March 10, 2006, the Company issued 600,000 restricted common shares to
the CEO in satisfaction of loans made to the Company of $180,000. These
shares were valued at the fair market value of $0.45, less an approximate
33% discount (due to the restriction) or at $0.30 per share. An entry was
made to reduce loans payable to shareholder for $180,000 with a
corresponding credit to common stock and additional paid in capital.

On April 7, 2006, the Company issued 38,366 restricted common shares to a
legal firm in exchange for services. These shares were valued at the fair
market value of $0.45, less an approximate 10% discount (due to the
restriction) or at $0.405 per share. A total of $15,538 was charged to
operations with a corresponding credit to additional paid in capital.

On May 5, 2006, the Company issued 5,608 restricted common shares to a
legal firm in exchange for services. These shares were valued at the fair
market value of $0.40, less an approximate 10% discount (due to the
restriction) or at $0.36 per share. A total of $2,019 was charged to
operations with a corresponding credit to additional paid in capital.

On June 6, 2006, the Company issued 20,295 restricted common shares to a
legal firm in exchange for services. These shares were valued at the fair
market value of $0.40, less an approximate 10% discount (due to the
restriction) or at $0.36 per share. A total of $7,306 was charged to
operations with a corresponding credit to additional paid in capital.

Warrants:

As part of its initial sale of its securities to the public, the Company
sold Class A warrants, exercisable for five years, to acquire 2,474,000
common shares at $0.75 per share and Class B warrants, exercisable for
seven years, to acquire 2,474,000 common shares at $1.75 per share. As
additional compensation to the placement agent who placed the Company's
securities, the agent and its designees received rights to acquire 247,000
units of the Company's securities for $0.985 each for five years. Each
unit is comprised of one share of common stock, a warrant to acquire one
share of common stock at $0.985 and another warrant to acquire a common
share at $2.285 per share. Warrants to acquire 172,800 shares of the
Company's common stock at $0.30 per share was issued to a placement agent
exercisable for five years as part of his compensation for his services in
the Company's private placement of its securities in 2004.

F-42

On May 2, 2006, a warrant was issued to an executive recruiter to acquire
40,244 shares of the Company's common stock at $0.41 per share exercisable
for five years as part of the compensation for services rendered in
connection with the Company's recruitment efforts. These shares were
valued by using the fair value of goods or services received. A total of
$16,500 was charged to operations with a corresponding credit to
additional paid in capital.

On May 23, 2006, a warrant was issued to a placement agent to acquire
85,400 common shares at $0.50 per share exercisable for three years as
part of the compensation for services rendered in the Company's private
placement of its securities in the December 19, 2005 private placement. A
total of $19,642, the fair value of warrant at the date of issue, was
capitalized as deferred financing costs with a corresponding credit to
additional paid in capital. This amount is being accreted over the
remaining life of the notes associated with the placement agent using the
straight line method. For the six months ending June 30, 2006, an
aggregate of $1,473 was charged to amortization expense.

For the six months ended June 30, 2006, no warrants were exercised.

NOTE 13- COMMITMENTS AND CONTINGENCIES.

(a) Legal Proceedings

On February 27, 2006, the Company commenced an action in the Supreme Court
of the State of New York, New York County, against Environmental
Commercial Technology Corp. ("ECT") and BioNeutral Laboratories
Corporation USA ("BNC"), the parent company of ECT. The lawsuit seeks
remedies in connection with a Participation Agreement entered into between
the Company and ECT on February 3, 2004 and a related Settlement Agreement
between the Company and BNC on October 20, 2005. The complaint alleges
that BNC and ECT failed to perform their obligations to develop a certain
mold-remediation compound that was the subject of the Participation
Agreement and to make such compound marketable by registering it with the
United States Environmental Protection Agency.

On July 14, 2006 the Company executed a Settlement Agreement (the "2006
Settlement Agreement") with BNC and ECT that clarified certain terms and
conditions pertaining to the Participation Agreement and the related
Settlement Agreement that resolved the lawsuit.

Pursuant to the 2006 Settlement Agreement, the Company is relieved of its
$100,000 payment obligation to BNC. Instead, BNC will withhold the first
$100,000 in participatory interest otherwise due to Company. Furthermore,
the 2006 Settlement Agreement limits the number of shares of the common
stock of Company that BNC may sell in any calendar week until all of the
remaining shares have been sold.

(b) Leases:

The Company signed a new operating lease for its corporate office space
beginning July 31, 2006. The lease has a term of five years and two months
and expires on September 30 2011. The following is a schedule by year of
future minimum rental payments required under the lease agreement:

Year ending Amount
December 31, 2006 $13,739
December 31, 2007 $51,886
December 31, 2008 $53,506
December 31, 2009 $55,182
December 31, 2010 $56,917
December 31, 2011 $43,768

On May 2, 2006, John Caruso was appointed Chief Financial Officer of the
Company pursuant to the terms of a three year employment agreement. Mr.
Caruso will receive a base salary of $132,000 per year with a minimum of
5% increase each year. Mr. Caruso was also granted an option to purchase
900,000 shares of the Company's common stock at a purchase price of $0.38
per share. These shares were valued at the fair market value on the date
of grant. These options vest over a three-year period and have a five-year
life.

F-43

NOTE 14 - SUBSEQUENT EVENTS

On July 12, 2006 the Company entered into a secured loan agreement with GE
Commercial Finance for the purchase of approximately $21,000 of
communications equipment related to the Company's corporate office space.
The loan has a five year term and an interest rate of 8.15% per annum.

On July 14, 2006, the Supply Agreement, dated as of September 27, 2005,
between the Company's wholly owned subsidiary ETP and Fuji was terminated
(see Note 10).

On July 17, 2006 the Company entered into an equipment lease agreement
with Citicorp Vendor Finance for the purchase of approximately $87,000 of
computer equipment related to the Company's products. The lease has a five
year term and a $1 purchase option. The Company will account for this
obligation as a capital lease.

F-44

PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 24: INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Certificate of Incorporation (the "Certificate") provides that, except
to the extent prohibited by the Delaware General Corporation Law, as amended
(the "DGCL"), the Registrant's directors shall not be personally liable to the
Registrant or its stockholders for monetary damages for any breach of fiduciary
duty as directors of the Registrant. Under the DGCL, the directors have a
fiduciary duty to the Registrant which is not eliminated by this provision of
the Certificate and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available. In
addition, each director will continue to be subject to liability under the DGCL
for breach of the director's duty of loyalty to the Registrant, for acts or
omissions which are found by a court of competent jurisdiction to be not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are prohibited by
the DGCL. This provision also does not affect the directors' responsibilities
under any other laws, such as the Federal securities laws or state or Federal
environmental laws. The Registrant has obtained liability insurance for its
officers and directors.

Section 145 of the DGCL empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this provision
shall not eliminate or limit the liability of a director: (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) arising under Section 174 of the DGCL, or (iv)
for any transaction from which the director derived an improper personal
benefit. The DGCL provides further that the indemnification permitted thereunder
shall not be deemed exclusive of any other rights to which the directors and
officers may be entitled under the corporation's bylaws, any agreement, a vote
of stockholders or otherwise. The Certificate eliminates the personal liability
of directors to the fullest extent permitted by Section 102(b)(7) of the DGCL
and provides that the Registrant may fully indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person is or was a director or
officer of the Registrant, or is or was serving at the request of the Registrant
as a director or officer of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding.

At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate. The Registrant is not aware of any
threatened litigation or proceeding that may result in a claim for such
indemnification.

II-1

ITEM 25: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Not applicable.

ITEM 26: RECENT SALES OF UNREGISTERED SECURITIES

On July 12, 2005, we began a private placement to accredited investors of units
("Units"), consisting of (a) a 10% convertible note and (b) warrants to purchase
10,000 shares of common stock, par value $0.0001 per share exercisable at $0.50
per share, for $10,000 per Unit. The Notes are currently convertible at any time
at the option of the holder into Common Stock at the conversion rate of $0.40
per share. We closed this offering on December 8, 2005 and began a new offering
on December 19, 2005, offering the same securities on substantially the same
terms as the prior offering, except for an exclusive placement agent provision
for 45 days and a change in the fee structure (instead of 10% commission the
placement agent received 8% commission and placement warrants). We have raised
the gross amount of $623,000 for the year ended December 31, 2005, from the
combined offerings. As of September 8, 2006, the total raised from these private
placements aggregated $2,785,000.

On August 21, 2006, the Company granted to a technology consultant an option to
purchase 900,000 shares of the Company's common stock at a purchase price of
$0.35 per share. This option will fully vest in three years and has an option
life of five years.

On August 16, 2006, the Company issued 50,000 restricted common shares to a
marketing services firm in exchange for consulting services. These shares were
valued by using the fair value of goods or services received and have a value of
$16,500.

On June 6, 2006, the Company issued 20,295 restricted common shares to a legal
firm in exchange for services. These shares were valued by using the fair value
of goods or services received and have a value of $7,306.

On May 5, 2006, the Company issued 5,608 restricted common shares to a legal
firm in exchange for services. These shares were valued by using the fair value
of goods or services received and have a value of $2,019.

On May 2, 2006, the Company appointed a Chief Financial Officer. As part of the
employment agreement, an option was granted to purchase 900,000 shares of the
Company's common stock at a purchase price of $0.38 per share. This option will
fully vest in three years and has an option life of five years.

II-2

On May 2, 2006, a warrant was issued to an executive recruiter to acquire 40,244
shares of the Company's common stock at $0.41 per share exercisable for five
years was issued as part of the compensation for services rendered in connection
with the Company's recruitment efforts. This warrant was valued by using the
fair value of goods or services received and have a value of $16,500.

On April 7, 2006, the Company issued 38,366 restricted shares of its common
stock at a purchase price of $0.405 per share to a legal firm for services
rendered. These shares were valued by using the fair value of goods or services
received and have a value of $15,538.

On March 10, 2006, the Company issued 600,000 of common stock to William
Bozsnyak, our Chief Executive Officer, in repayment of $180,000 loan made to us.
The share price was $.30, a discount to the market price, reflecting the
restricted nature of such shares.

On March 6, 2006, the Company issued 17,483 shares of common stock for legal
services rendered in conjunction with a lawsuit. The share price was calculated
using the market value of $0.55 discounted by 10%.

On December 7, 2005, options to acquire an aggregate of 100,000 shares of common
stock were granted to an employee under the SearchHelp, Inc. 2004 Stock Plan
("Plan"), at an exercise price of $.39. These options were issued at the average
of the bid and ask of our common stock on the date of grant.

On December 2, 2005, the Company issued Summit Trading Inc., an investor
relations company, 300,000 shares of SearchHelp common stock as part of a
settlement agreement. The market value of the stock was $0.40 on the date of
issuance.

On November 21, 2005, a transferee from Environmental Commercial Technnology
Corporation ("ECT") exercised ECT's warrant to purchase 575,000 shares of our
common stock on a cashless basis at an exercise price of $0.03 per share and, as
a result, we issued the transferee 539,796 shares of common stock.

On November 4, 2005, the Company concluded an exchange agreement with Amber
Alert Agent, Inc., ("AAA") and AAA's former stockholders. We issued 1,500,000
shares of our common stock in exchange for 100% of AAA capital stock. A value of
$0.25 per share of SearchHelp common stock was used to value the purchase at
$375,000. The stock is being held in escrow until the delivery of product and
services are made to us.

On October 25, 2005, BioNeutral Laboratories Corporation USA, the parent company
of ECT, exercised its warrant for 1,725,000 million shares of our common stock
on a cashless basis at an exercise price of $0.12 per share and we issued
1,097,727 shares of common stock.

II-3

On September 26, 2005, options to acquire an aggregate of 100,000 shares of
common stock were granted to an employee under the Plan, at an exercise price of
$.46. These options were issued at the average of the bid and ask of our common
stock on the date of grant.

On September 15, 2005, the Company hired a communications company on a month to
month basis to provide strategic planning and marketing. We issued the
communications company an option to purchase 100,000 shares of our common stock
at an exercise price of $0.51. This option vested 50% immediately, with the
remaining 50% vesting in one year, and has an option life of five years.

On June 15, 2005, the Company hired a public relations firm to provide services.
The firm was paid $500 and issued 130,000 shares of our common stock. We
recorded this transaction at a value of $40,325.

On June 8, 2005, the Company issued 4,000,000 shares of common stock in
connection with its acquisition of E-Top-Pics, Inc. We recorded $1,000,000 for
the value of the purchase using $ .25 per share.

On June 8, 2005, Brian O'Connor signed an employment agreement with us. Mr.
O'Connor received an option to purchase 1,000,000 shares of our common stock at
a purchase price of $.20 per share.

On May 10, 2005, the Company sold 860,000 common shares in a private sale to an
accredited buyer at a purchase price of $.25 per share.

On May 1, 2005, Mr. Bozsnyak signed a new employment agreement with us. Mr.
Bozsnyak received an option to purchase 1,000,000 shares of our common stock at
a purchase price of $.20 per share. These options have a life of 5 years and
vest equally over 3 years.

On April 26, 2005, Joseph Carrizzo, signed a three-year employment agreement
with us. Mr. Carrizzo received an option to purchase 3,000,000 shares of our
common stock at a purchase price of $.20 per share. These options will fully
vest over three years and will expire in five years.

On April 21, 2005 management granted Mr. Carrizzo an option to purchase 500,000
shares of our common stock at a purchase price of $.27 for business and
marketing services previously rendered by him outside his role as a director.
These options have a life of 5 years.

On April 21, 2005, options were granted to a director to purchase 60,000 shares
of our common stock at a purchase price of $.27 per share. These options will
fully vest over four years and will expire in five years.

On April 21, 2005, options to purchase 360,000 shares of our common stock were
granted under the Plan to employees, at a purchase price of $.27 per share.
These options vest over a four year period and have a 5 year option life.

II-4

On April 12, 2005, the Company issued an outside director 200,000 restricted
shares of our common stock for serving as a director, financial expert and
chairman or the audit committee and compensation committee. These shares were
valued at the fair market value of the average between the bid and the ask on
the date of grant.

On November 1, 2004, the Company issued an option to the Chief Financial Officer
and the Chief Technical Officer to purchase 50,000 shares each of our common
stock at a purchase price of $.25 per share.

On September 8, 2003 the Company commenced a private offering of 4,000,000
shares of common stock at $.25 per share which was increased in November 2003 to
6,000,000 shares of common stock. A total of 6,886,000 shares were sold to
approximately 77 accredited investors as of the close of the offering on
September 30, 2004. The gross proceeds of the offering was $1,721,500 and the
net proceeds to us, after expenses and broker commissions, was approximately
$1,668,750. The placement agent, S.G. Martin Securities, LLC was issued a
warrant to purchase 172,800 shares of our common stock at a purchase price of
$.30 per share. The placement agent also received $43,200 in commissions and
$8,640 of non-accountable expenses.

In September 2004, Mr. Bozsnyak purchased an aggregate of 400,000 shares of our
common stock through a private sale, for a price of $.25 per share. The total
purchase price was $100,000.

In September 2004, the Company issued 520,753 shares of our common stock to Mr.
Bozsnyak in consideration for repayment of his loan to us in the amount of
$130,188. Also in September 2004, we issued 59,280 shares of our common stock to
Debbie Seaman, our President at the time, in consideration for repayment of her
loan to us in the amount of $14,820. The price was determined by using the value
of the stock on the date of grant.

In May 2004, we issued 130,000 shares of our stock to 3 advisory board members.

In March, 2004, options to purchase an aggregate of 220,000 shares of our common
stock, exercisable at $.25 per share, were granted to two officers under the
Plan and an option to purchase 750,000 shares of common stock, exercisable at
$.62 per share, was granted to a consultant outside of the Plan.

In February 2004, the Company issued 2,300,000 of its common shares valued at
$575,000 and warrants to acquire another 2,300,000 common shares at $0.33 in
partial payment for royalties as per the participation agreement with ECT and
its parent.

II-5

On December 30, 2003, management agreed to issue an option to purchase 750,000
common shares at $.25 per share to a non-employee director for business and
marketing services rendered by the director. The option was issued on March 12,
2004.

All of the above-mentioned securities were issued in reliance on the exemption
from registration provided by Section 4(2) of the Securities Act of 1933, as
amended, or Rule 506 promulgated thereunder.

ITEM 27: EXHIBITS

Exhibit No. Description of Exhibit

3(i)(a) Certificate of Incorporation of the Company*

3(i)(b) Certificate of Amendment effective April 26, 2005
(Incorporated herein by reference to Form 8-K filed May 2,
2005)

3(ii) By-laws of the Company *

4.1 Specimen Common Stock Certificate of the Company*

4.2 Specimen Class A Warrant Certificate of the Company*

4.3 Specimen Class B Warrant Certificate of the Company*

5 Opinion re: Legality (Incorporated herein by reference to
Post-Effective Amendment No. 4 to our Form SB-2 filed with the
Securities and Exchange Commission on May 10, 2004 -File No.
33-97687).

10.1 Office Lease, dated as of June 1, 2006, between the Company,
as Tenant, and RA 6800 Jericho Turnpike LLC, as Landlord.
(Incorporated herein by reference to Form 8-K filed June 12,
2006.)

10.2 Warrant Agreement, dated January 22, 2003, between the Company
and American Stock Transfer and Trust Company*

10.3 Placement Agent Registration Rights Agreement, dated January
22, 2003, between the Company and Robert M. Cohen & Co, Inc.*

10.4 Form of Placement Agent Warrant*

10.5 Company 2004 Stock Plan, dated January 1, 2004. **

10.6 Participation Agreement, dated February 3, 2004, between the
Company and Environmental Commercial Technology Corp. **

10.7 Letter Agreement, dated February 3, 2004, between the Company
and BioNeutral Laboratories Corporation USA. **

10.8 Letter Agreement, dated February 3, 2004, between the Company
and BioNeutral Laboratories Corporation (Worldwide) Limited.
**

10.9 Settlement Agreement, dated October 20, 2005, between
SearchHelp, Inc. and BioNeutral Laboratories Corporation
USA.***

II-6

10.10 Settlement Agreement, dated July 14, 2006, between SearchHelp,
Inc. and BioNeutral Laboratories Corporation USA.
(Incorporated herein by reference to our Form 8-K filed July
20, 2006)

10.11 Registration Rights Agreement, dated November 7, 2003, by and
between the Company and S.G. Martin Securities LLC.**

10.12 Software Purchase and Service Agreement, dated as of August
15, 2003, by and between the Company and Edocusign, Inc. **

10.13 Employment Agreement, dated April 26, 2005, between the
Company and Joseph Carrizzo (Incorporated herein by reference
to Form 8-K filed April 28, 2005)

10.14 Securities Purchase Agreement dated as of April 26, 2005.
(Incorporated herein by reference to Form 8-K filed June 14,
2005)

10.15 Employment Agreement, dated May 1, 2005, between the Company
and William Bozsnyak (Incorporated herein by reference to Form
8-K filed May 3, 2005)

10.16 Employment Agreement, dated May 1, 2005, between the Company
and Brian O'Connor (Incorporated herein by reference to Form
8-K filed June 14, 2005)

10.17 Accounts Receivable Purchase Agreement, dated September 15,
2005, between E-Top-Pics, Inc. and Commercial Capital Lending,
LLC (Incorporated herein by reference to Form 8-K filed
September 21, 2005)

10.18 Secured Guaranty, dated September 15, 2005, between
SearchHelp, Inc. and Commercial Capital Lending, LLC
(Incorporated herein by reference to Form 8-K filed September
21, 2005)

10.19 Supply Agreement, dated September 27, 2005, between
E-Top-Pics, Inc. and Fuji Photo Film U.S.A., Inc.
(Incorporated herein by reference to Form 8-K filed October 3,
2005)

10.20 Exchange Agreement dated as of November 2, 2005, among
SearchHelp, Inc., AmberAlertAgent, Inc. ("AAA") and the
stockholders of AAA (inc by ref to 8-K filed November 10,
2005.

10.21 Consulting Agreement, dated November 2.2005, among SearchHelp,
Inc., AmberAlertAgent Development Company, LLC, and certain
principals of AmberAlertAgent Development Company, LLC. ***

10.22 Employment agreement, dated April 24, 2006 between the Company
and John Caruso (Incorporated herein by reference to Form 8-K
filed May 8, 2006)

21 List of Subsidiaries ***

23.1 Consent of Lazar Levine & Felix, LLP

23.2 Consent of Tannenbaum Helpern Syracuse & Hirschtritt LLP
(included in Exhibit 5)

99.1 Letter from SEC Division of Corporate Finance, dated November
14, 2005, concerning theCompany's former certifying
accountant. ***

* Incorporated herein by reference to our Form SB-2 filed with the
Securities and Exchange Commission (File No. 33-97687).

** Incorporated herein by reference to our Form 10-KSB filed with the
Securities and Exchange Commission on March 16, 2004.

*** Incorporated herein by reference to our Form 10-KSB filed with the
Securities and Exchange Commission on April 17, 2006.

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ITEM 28. UNDERTAKINGS.

A. Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement;

(iii) To include any additional or changed material information on
the plan of distribution.

(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

(4) For determining liability of the undersigned small business
issuer under the Securities Act to any purchaser in the initial distribution of
the securities, the undersigned small business issuer undertakes that in a
primary offering of securities of the undersigned small business issuer pursuant
to this registration statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned
small business issuer will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned
small business issuer relating to the offering required to be filed pursuant to
Rule 424;

(ii) Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned small business issuer or used or referred to
by the undersigned small business issuer;

(iii) The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned small
business issuer or its securities provided by or on behalf of the undersigned
small business issuer; and

(iv) Any other communication that is an offer in the offering made
by the undersigned small business issuer to the purchaser.

II-8

B. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

II-9

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in Syosset, New York on
October 18, 2006.

SEARCHHELP, INC.

By: /s/ William Bozsnyak
------------------------
Name: William Bozsnyak
Title: Chief Executive Officer
and Chairman of the Board

By: /s/ John Caruso
------------------------
Name: John Caruso
Title: Chief Financial Officer
and Pricipal Accounting Officer

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:

By: /s/ JOSEPH CARRIZZO Date: October 18, 2006
---------------------
Name: Joseph Carrizzo
Title: Director

By: /s/ BRIAN O'CONNOR Date: October 18, 2006
---------------------
Name: Brian O'Connor
Title: Director

By: /s/ DAVID M. BARNES Date: October 18, 2006
---------------------
Name: David M. Barnes
Title: Director