SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                                SEARCHHELP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                11-3621755
--------------------------------------------------------------------------------
     (State or other jurisdiction                     (I.R.S.Employer
   of incorporation or organization)                 Identification No.)

                          1055 Stewart Avenue, Suite12
                            Bethpage, New York 11714
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


                        SearchHelp, Inc. 2004 Stock Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                William Bozsnyak
                             Chief Executive Officer
                                SearchHelp, Inc.
                          1055 Stewart Avenue, Suite 12
                            Bethpage, New York 11714
--------------------------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                    Copy to:

                            Ralph A. Siciliano, Esq.
                    Tannenbaum Helpern Syracuse & Hirschtritt
                                900 Third Avenue
                            New York, New York 10022
                                 (212) 508-6700

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                           Proposed maximum         Proposed
Title of securities                           Shares        offering price       Maximum aggregate           Amount of
to be registered                         to be registered      per share          offering price           registration
                                                (1)                                                            fee
----------------                         ----------------      ---------          --------------           ------------
<S>                                             <C>             <C>                <C>                       <C>
Common Stock ($.0001 par value)                 120,000         $0.77              $92,400.00                $ 15.20
Common Stock ($.0001 par value)                 445,590         $0.47             $209,427.30                $ 56.46
Common Stock ($.0001 par value)                  20,000         $0.25               $5,000.00                $  2.53
Common Stock ($.0001 par value)                 914,410         $0.57(2)          $521,213.70(2)             $115.86(2)
                                              ---------                                                      -------
            Total                             1,500,000                                                      $190.05
</TABLE>


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

(2) Estimated in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculation the total  registration fee computation is based upon
the price at which the options may be exercised.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Pursuant to Rule 428(b)(1) promulgated under the Securities Act, the information
required by Item 1 and Item 2 of Part I is included in  documents  sent or given
to the  participant  of the  SearchHelp,  Inc.  2004 Stock Plan and is not being
filed with,  or  included  in,  this Form S-8 in  accordance  with the rules and
regulations of the Securities and Exchange Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following  documents  filed by the Registrant with the Commission are hereby
incorporated by reference:

(a) The Registrant's latest Annual Report on Form 10-K for the fiscal year ended
December 31, 2003.

(b) All other  reports  filed by the  Registrant  pursuant to Sections  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since the end of the fiscal year covered by the Annual Report referred to in (a)
above.

(c) The  description  of the  Company's  Common  Stock that is  contained in the
Registrant's Post Effective No. 5 to its Registration Statement filed on May 28,
2004  pursuant to Section 12 of the Exchange Act;  including  any  amendments or
reports for the purpose of updating such description.

(d) All  documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference to this  Registration  Statement and to be part
hereof from the date of filing of such documents.

Any statement contained in a document  incorporated or deemed to be incorporated
by reference in this  Registration  Statement  shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement contained in this Registration  Statement or in any subsequently filed
document  which also is or is deemed to be  incorporated  by  reference  in this
Registration Statement modifies or supersedes that statement.

The  Registrant  will provide  without  charge to each person who has received a
copy of any prospectus to which this Registration  Statement  relates,  upon the
written or oral request of that person,  a copy of any or all the documents that
have been or may be incorporated by reference into this Registration  Statement,
other than exhibits to those documents,  unless the exhibits are incorporated by
reference in those documents.  Written requests for copies should be directed to
the Registrant's  principal  executive office at 1055 Stewart Avenue,  Suite 12,
Bethpage,  NY 10714,  Attention:  Noel Bonilla,  the Company's  Chief  Financial
Officer at (516) 922-4765.

Item 4. Description of Securities.

Not applicable.



                                       2
<PAGE>

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

1. As permitted by Sections 102 and 145 of the Delaware General  Corporation Law
(as amended, 1993), the Registrant's  Certificate of Incorporation  eliminates a
director's  personal  liability for monetary  damages to the  Registrant and its
stockholders  arising  from a breach of a director's  fiduciary  duty except for
liability  under  Section  174 of  the  Delaware  General  Corporation  Law,  or
liability for any breach of the director's  duty of loyalty to the Registrant or
its  stockholders,  for acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law or for any transaction from
which the  director  derived an improper  personal  benefit.  The effect of this
provision in the Certificate of  Incorporation is to eliminate the rights of the
Registrant  and its  stockholders  (through  stockholders'  derivative  suits on
behalf of the  Registrant) to recover  monetary  damages  against a director for
breach of  fiduciary  duty as a  director  (including  breaches  resulting  form
negligent or grossly  negligent  behavior)  except in the  situations  described
above.

2.  The  Registrant's  bylaws  provide  for  the  indemnification  of  officers,
directors  and  employees,  and the Company has entered into an  indemnification
agreement with each officer and director of the  Registrant  (an  "Indemnitee").
Under the  bylaws  and such  indemnification  agreements,  the  Registrant  must
indemnify  an  Indemnitee  to the fullest  extent  permitted by Delaware law for
losses and expenses  incurred in connection with actions in which the Indemnitee
is  involved by reason of having  been  director  or employee of the  Registrant
(including  attorney's  fees).  The  Registrant  is also  obligated  to  advance
expenses an  Indemnitee  may incur in  connection  with such actions  before any
resolution of the action, and the Indemnitee may sue to enforce his or her right
to indemnification or advancement of expenses.

3. The  Registrant  presently  maintains  policies of insurance  under which its
directors and officers of Registrant are insured,  within the limits and subject
to the limitations of the policies,  against certain expenses in connection with
the defense of actions,  suits or  proceedings,  and certain  liabilities  which
might be imposed as a result of such  actions,  suits or  proceedings,  to which
they are parties by reason of being, or having been, such directors or officers.

4. There is no litigation  pending,  and neither the  Registrant  nor any of its
directors know of any threatened  litigation or proceeding which might result in
a claim for indemnification by any officer or director.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

23(a) Consent of Independent Accountants.

23(b) Consent of Counsel

5.1  Opinion of Counsel as to Legality of Securities Being Registered.

Item 9. Undertakings.

A. The 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 to

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



                                       3
<PAGE>

(b)reflect  in the  prospectus  any facts or events  arising after the effective
date of the registration statement (or the most recent post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.  Notwithstanding the
foregoing,  any  increase or decrease  in volume of  securities  offered (if the
total  dollar  value of  securities  offered  would not  exceed  that  which was
registered) and any deviation from the low or high end of the estimated  maximum
offering  range  may be  reflected  in the  form of  prospectus  filed  with the
Commission  pursuant to Rule 424(b) if, in the aggregate,  the changes in volume
and price  represent no more than a 20 percent  change in the maximum  aggregate
offering price set forth in the  "Calculation of Registration  Fee" table in the
effective Registration Statement; and

(c) include any material  information  with respect to the plan of  distribution
not previously disclosed in the registration statement or any material change to
such information in the registration statement;

Provided,  however,  that  paragraphs  (a)(i)  and  (a)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

(2)That,  for the purpose of determining  any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the
securities  being  registered  which  remain  unsold at the  termination  of the
offering.

B.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933,  as amended,  may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  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
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceedings)  is asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant 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 Act and will
be governed by the final adjudication of such issue.



                                       4
<PAGE>

                                   SIGNATURES

Pursuant to 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  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Bethpage, New York, on July 26, 2004.

                                        SEARCHHELP, INC.

                                        By:  /s/ William Bozsnyak
                                             -----------------------------------
                                             William Bozsnyak,
                                             Chairman of the Board, Chief
                                             Executive Officer, Vice President,
                                             Treasurer and Director

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement or amendment  thereto has been signed by the following  persons in the
capacities and on the dates indicated.

<TABLE>
         SIGNATURE                                TITLE                         DATE
         ---------                                -----                         ----
<S>                                         <C>
/s/ William Bozsnyak                        Chairman of the Board,              July 26, 2004
-------------------------------             Chief Executive Officer,
William Bozsnyak                            Vice President, Treasurer
                                            and Director

/s/ Debbie Seaman                           President, Secretary and Director   July 26, 2004
-------------------------------
Debbie Seaman

/s/ Noel C. Bonilla                         Chief Financial Officer             July 26, 2004
-------------------------------
Noel C. Bonilla

/s/ Joseph Carrizzo                         Director                            July 26, 2004
-------------------------------
Joseph Carrizzo

/s/ Joel San Antonio                         Director                           July 26, 2004
-------------------------------
Joel San Antonio
</TABLE>



                                       5
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
NUMBER                  EXHIBIT                                      PAGE NUMBER
--------------------------------------------------------------------------------
23 (a)  Consent of Independent Accountants.                                 7

23 (b)  Consent of Counsel (Contained in Exhibit 5.1 hereto).              8-9

5.1     Opinion of Counsel as to Legality of Securities Being Registered.  8-9










                                       6
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                SEARCHHELP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                11-3621755
--------------------------------------------------------------------------------
     (State or other jurisdiction                     (I.R.S.Employer
   of incorporation or organization)                 Identification No.)

                          1055 Stewart Avenue, Suite12
                            Bethpage, New York 11714
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                        SearchHelp, Inc. 2004 Stock Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                William Bozsnyak
                             Chief Executive Officer
                                SearchHelp, Inc.
                          1055 Stewart Avenue, Suite 12
                            Bethpage, New York 11714
--------------------------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                    Copy to:

                            Ralph A. Siciliano, Esq.
                    Tannenbaum Helpern Syracuse & Hirschtritt
                                900 Third Avenue
                            New York, New York 10022
                                 (212) 508-6700

                         CALCULATION OF REGISTRATION FEE
Proposed maximum         Proposed
Title of securities                           Shares        offering price       Maximum aggregate           Amount of
to be registered                         to be registered      per share          offering price           registration
                                                (1)                                                            fee
----------------                         ----------------      ---------          --------------           ------------
Common Stock ($.0001 par value)                 120,000         $0.77              $92,400.00                $ 15.20
Common Stock ($.0001 par value)                 445,590         $0.47             $209,427.30                $ 56.46
Common Stock ($.0001 par value)                  20,000         $0.25               $5,000.00                $  2.53
Common Stock ($.0001 par value)                 914,410         $0.57(2)          $521,213.70(2)             $115.86(2)
                                              ---------                                                      -------
            Total                             1,500,000                                                      $190.05
(1) This registration statement also covers an indeterminate number of shares of
SearchHelp,  Inc. (the  "Registrant")  common stock,  par value $.0001 per share
(the  "Common  Stock")  that may be  issuable by reason of stock  splits,  stock
dividends or other  adjustment  provisions of the respective plans in accordance
with Rule 416 under the  Securities  Act of 1933,  as amended  (the  "Securities
Act").

(2) Estimated in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculation the total  registration fee computation is based upon
the price at which the options may be exercised.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Pursuant to Rule 428(b)(1) promulgated under the Securities Act, the information
required by Item 1 and Item 2 of Part I is included in  documents  sent or given
to the  participant  of the  SearchHelp,  Inc.  2004 Stock Plan and is not being
filed with,  or  included  in,  this Form S-8 in  accordance  with the rules and
regulations of the Securities and Exchange Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following  documents  filed by the Registrant with the Commission are hereby
incorporated by reference:

(a) The Registrant's latest Annual Report on Form 10-K for the fiscal year ended
December 31, 2003.

(b) All other  reports  filed by the  Registrant  pursuant to Sections  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since the end of the fiscal year covered by the Annual Report referred to in (a)
above.

(c) The  description  of the  Company's  Common  Stock that is  contained in the
Registrant's Post Effective No. 5 to its Registration Statement filed on May 28,
2004  pursuant to Section 12 of the Exchange Act;  including  any  amendments or
reports for the purpose of updating such description.

(d) All  documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference to this  Registration  Statement and to be part
hereof from the date of filing of such documents.

Any statement contained in a document  incorporated or deemed to be incorporated
by reference in this  Registration  Statement  shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement contained in this Registration  Statement or in any subsequently filed
document  which also is or is deemed to be  incorporated  by  reference  in this
Registration Statement modifies or supersedes that statement.

The  Registrant  will provide  without  charge to each person who has received a
copy of any prospectus to which this Registration  Statement  relates,  upon the
written or oral request of that person,  a copy of any or all the documents that
have been or may be incorporated by reference into this Registration  Statement,
other than exhibits to those documents,  unless the exhibits are incorporated by
reference in those documents.  Written requests for copies should be directed to
the Registrant's  principal  executive office at 1055 Stewart Avenue,  Suite 12,
Bethpage,  NY 10714,  Attention:  Noel Bonilla,  the Company's  Chief  Financial
Officer at (516) 922-4765.

Item 4. Description of Securities.

Not applicable.

                                       2
Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

1. As permitted by Sections 102 and 145 of the Delaware General  Corporation Law
(as amended, 1993), the Registrant's  Certificate of Incorporation  eliminates a
director's  personal  liability for monetary  damages to the  Registrant and its
stockholders  arising  from a breach of a director's  fiduciary  duty except for
liability  under  Section  174 of  the  Delaware  General  Corporation  Law,  or
liability for any breach of the director's  duty of loyalty to the Registrant or
its  stockholders,  for acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law or for any transaction from
which the  director  derived an improper  personal  benefit.  The effect of this
provision in the Certificate of  Incorporation is to eliminate the rights of the
Registrant  and its  stockholders  (through  stockholders'  derivative  suits on
behalf of the  Registrant) to recover  monetary  damages  against a director for
breach of  fiduciary  duty as a  director  (including  breaches  resulting  form
negligent or grossly  negligent  behavior)  except in the  situations  described
above.

2.  The  Registrant's  bylaws  provide  for  the  indemnification  of  officers,
directors  and  employees,  and the Company has entered into an  indemnification
agreement with each officer and director of the  Registrant  (an  "Indemnitee").
Under the  bylaws  and such  indemnification  agreements,  the  Registrant  must
indemnify  an  Indemnitee  to the fullest  extent  permitted by Delaware law for
losses and expenses  incurred in connection with actions in which the Indemnitee
is  involved by reason of having  been  director  or employee of the  Registrant
(including  attorney's  fees).  The  Registrant  is also  obligated  to  advance
expenses an  Indemnitee  may incur in  connection  with such actions  before any
resolution of the action, and the Indemnitee may sue to enforce his or her right
to indemnification or advancement of expenses.

3. The  Registrant  presently  maintains  policies of insurance  under which its
directors and officers of Registrant are insured,  within the limits and subject
to the limitations of the policies,  against certain expenses in connection with
the defense of actions,  suits or  proceedings,  and certain  liabilities  which
might be imposed as a result of such  actions,  suits or  proceedings,  to which
they are parties by reason of being, or having been, such directors or officers.

4. There is no litigation  pending,  and neither the  Registrant  nor any of its
directors know of any threatened  litigation or proceeding which might result in
a claim for indemnification by any officer or director.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

23(a) Consent of Independent Accountants.

23(b) Consent of Counsel

5.1  Opinion of Counsel as to Legality of Securities Being Registered.

Item 9. Undertakings.

A. The 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 to

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

                                       3
(b)reflect  in the  prospectus  any facts or events  arising after the effective
date of the registration statement (or the most recent post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.  Notwithstanding the
foregoing,  any  increase or decrease  in volume of  securities  offered (if the
total  dollar  value of  securities  offered  would not  exceed  that  which was
registered) and any deviation from the low or high end of the estimated  maximum
offering  range  may be  reflected  in the  form of  prospectus  filed  with the
Commission  pursuant to Rule 424(b) if, in the aggregate,  the changes in volume
and price  represent no more than a 20 percent  change in the maximum  aggregate
offering price set forth in the  "Calculation of Registration  Fee" table in the
effective Registration Statement; and

(c) include any material  information  with respect to the plan of  distribution
not previously disclosed in the registration statement or any material change to
such information in the registration statement;

Provided,  however,  that  paragraphs  (a)(i)  and  (a)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

(2)That,  for the purpose of determining  any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the
securities  being  registered  which  remain  unsold at the  termination  of the
offering.

B.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933,  as amended,  may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  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
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceedings)  is asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant 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 Act and will
be governed by the final adjudication of such issue.

                                       4
SIGNATURES

Pursuant to 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  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Bethpage, New York, on July 26, 2004.

                                        SEARCHHELP, INC.

                                        By:  /s/ William Bozsnyak
                                             -----------------------------------
                                             William Bozsnyak,
                                             Chairman of the Board, Chief
                                             Executive Officer, Vice President,
                                             Treasurer and Director

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement or amendment  thereto has been signed by the following  persons in the
capacities and on the dates indicated.

         SIGNATURE                                TITLE                         DATE
         ---------                                -----                         ----
/s/ William Bozsnyak                        Chairman of the Board,              July 26, 2004
-------------------------------             Chief Executive Officer,
William Bozsnyak                            Vice President, Treasurer
                                            and Director

/s/ Debbie Seaman                           President, Secretary and Director   July 26, 2004
-------------------------------
Debbie Seaman

/s/ Noel C. Bonilla                         Chief Financial Officer             July 26, 2004
-------------------------------
Noel C. Bonilla

/s/ Joseph Carrizzo                         Director                            July 26, 2004
-------------------------------
Joseph Carrizzo

/s/ Joel San Antonio                         Director                           July 26, 2004
-------------------------------
Joel San Antonio
5
EXHIBIT INDEX

EXHIBIT
NUMBER                  EXHIBIT                                      PAGE NUMBER
--------------------------------------------------------------------------------
23 (a)  Consent of Independent Accountants.                                 7

23 (b)  Consent of Counsel (Contained in Exhibit 5.1 hereto).              8-9

5.1     Opinion of Counsel as to Legality of Securities Being Registered.  8-9

                                       6