UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  -------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

  Date of Report (Date of earliest event reported) May 2, 2005 (April 26, 2005)

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


           DELAWARE                        333-97687              11-3621755
-------------------------------    ------------------------  -------------------
(State or other jurisdiction of    (Commission File Number)     (IRS Employer
        incorporation)                                       Identification No.)


            1055 Stewart Avenue, Suite 12, Bethpage, New York, 11714
          (Address of principal executive offices, including zip code)

                                  516-922-4765
              (Registrant's telephone number, including area code)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]   Written communication pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR  240.13e-4(c))

<PAGE>

FORWARD-LOOKING STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:

This  Current  Report  contains  forward-looking  statements  as  defined by the
Private  Securities  Litigation Reform Act of 1995.  Forward-looking  statements
include  statements  concerning plans,  objectives,  goals,  strategies,  future
events or performance,  and underlying assumptions and other statements that are
other than  statements  of historical  facts.  These  statements  are subject to
uncertainties and risks including,  but not limited to, demand and acceptance of
services, changes in governmental policies and regulations, economic conditions,
the impact of competition and pricing,  and other risks defined in this document
and in  statements  filed  from time to time with the  Securities  and  Exchange
Commission by SearchHelp,  Inc. (the  "Company").  All readers are encouraged to
carefully  review this  Current  Report.  All such  forward-looking  statements,
whether  written or oral,  and whether made by or on behalf of the Company,  are
expressly  qualified  by the  cautionary  statements  and any  other  cautionary
statements which may accompany the forward-looking  statements. In addition, the
Company  disclaims any  obligation to update any  forward-looking  statements to
reflect events or circumstances after the date hereof.

ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On April 26, 2005, SearchHelp,  Inc., a corporation formed under the laws of the
State of Delaware (the "Company"),  E-Top-Pics, Inc., a corporation formed under
the laws of the State of Massachusetts  ("ETP") and the stockholders of ETP (the
"ETP Stockholders")  entered into a Securities Purchase Agreement (the "Purchase
Agreement")  providing for the  acquisition  by SearchHelp of all the issued and
outstanding  shares  of  common  stock of ETP (the  "ETP  Shares")  from the ETP
Stockholders.

The Purchase Agreement  contemplates an acquisition under the terms of which the
Company will issue approximately 4 million shares of its common stock to the ETP
Stockholders in consideration for 100% of the ETP Shares.  Assuming the issuance
of 4 million shares of common stock of the Company to the ETP Stockholders,  the
holders of shares of the Company's  common stock prior to the  transaction  will
retain  approximately  88%  of  the  equity  of the  Company  subsequent  to the
transaction.

ETP  holds  licensing  agreements  with  four  NASCAR  racing  teams to sell its
"Fujicolor  QuickSnap Car Driver  Series  Camera," a  one-time-use  flash camera
featuring the driver's image,  signature and race car number.  These cameras are
distributed  at NASCAR  racing events and in various mass  retailers  throughout
North America.

Consummation of the transaction is subject to a number of conditions, including:

      o     The  delivery to the Company of fully  executed  releases by all ETP
            Stockholders  to the effect that no such ETP Stockholder is owed any
            form of payment or other obligation by ETP;

      o     Completion of a  satisfactory  due diligence  investigation  by both
            parties;

      o     The entry into  certain  employment  agreements  by and  between the
            Company and certain present  officers  thereof and a present officer
            of ETP;

      o     The entry into a  stockholders'  agreement  by and among the Company
            and certain stockholders of the Company and ETP Stockholders; and

      o     Definitive  approval by the board of directors of the Company of the
            Purchase   Agreement   and   all   transactions   and   developments
            contemplated thereby.

There can be no  assurance  that the  transaction  contemplated  by the Purchase
Agreement will be consummated on a timely basis, if at all.



                                       2
<PAGE>

ITEM 5.03    AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
             YEAR

On April 26, 2005, the Company was informed that the certificate of amendment to
its certificate of  incorporation  had been accepted for filing by the Secretary
of State of the State of Delaware. Pursuant to the certificate of amendment, the
authorized  shares of capital stock of the Company was increased to 275 million,
consisting of 250 million shares of common stock and 25 million shares of "blank
check" preferred stock.


ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

      (c)    EXHIBITS - THE FOLLOWING DOCUMENTS ARE ATTACHED AS EXHIBITS TO THIS
             REPORT ON FORM 8-K:

      2.1   Securities Purchase Agreement dated as of April 26, 2005.

      3.1   Certificate of Amendment.

      99.1  Press release issued May 2, 2005.




                                       3

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Company  has duly  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized.


Dated: May 2, 2005

                                         SEARCHHELP, INC.

                                         By: /s/ William Bozsnyak
                                             ----------------------------
                                         Name:    William Bozsnyak
                                         Title:   Chief Executive Officer



                                       4
{"company-data": {"conformed-name": "SEARCHHELP INC", "cik": "0001163573", "assigned-sic": "7380", "irs-number": "113621755", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-31590", "film-number": "05790467"}, "mail-address": {"street1": "1055 STEWART AVE STE 12", "city": "BETHPAGE", "state": "NY", "zip": "11714"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  -------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

  Date of Report (Date of earliest event reported) May 2, 2005 (April 26, 2005)

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

           DELAWARE                        333-97687              11-3621755
-------------------------------    ------------------------  -------------------
(State or other jurisdiction of    (Commission File Number)     (IRS Employer
        incorporation)                                       Identification No.)

            1055 Stewart Avenue, Suite 12, Bethpage, New York, 11714
          (Address of principal executive offices, including zip code)

                                  516-922-4765
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]   Written communication pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR  240.13e-4(c))
FORWARD-LOOKING STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:

This  Current  Report  contains  forward-looking  statements  as  defined by the
Private  Securities  Litigation Reform Act of 1995.  Forward-looking  statements
include  statements  concerning plans,  objectives,  goals,  strategies,  future
events or performance,  and underlying assumptions and other statements that are
other than  statements  of historical  facts.  These  statements  are subject to
uncertainties and risks including,  but not limited to, demand and acceptance of
services, changes in governmental policies and regulations, economic conditions,
the impact of competition and pricing,  and other risks defined in this document
and in  statements  filed  from time to time with the  Securities  and  Exchange
Commission by SearchHelp,  Inc. (the  "Company").  All readers are encouraged to
carefully  review this  Current  Report.  All such  forward-looking  statements,
whether  written or oral,  and whether made by or on behalf of the Company,  are
expressly  qualified  by the  cautionary  statements  and any  other  cautionary
statements which may accompany the forward-looking  statements. In addition, the
Company  disclaims any  obligation to update any  forward-looking  statements to
reflect events or circumstances after the date hereof.

ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On April 26, 2005, SearchHelp,  Inc., a corporation formed under the laws of the
State of Delaware (the "Company"),  E-Top-Pics, Inc., a corporation formed under
the laws of the State of Massachusetts  ("ETP") and the stockholders of ETP (the
"ETP Stockholders")  entered into a Securities Purchase Agreement (the "Purchase
Agreement")  providing for the  acquisition  by SearchHelp of all the issued and
outstanding  shares  of  common  stock of ETP (the  "ETP  Shares")  from the ETP
Stockholders.

The Purchase Agreement  contemplates an acquisition under the terms of which the
Company will issue approximately 4 million shares of its common stock to the ETP
Stockholders in consideration for 100% of the ETP Shares.  Assuming the issuance
of 4 million shares of common stock of the Company to the ETP Stockholders,  the
holders of shares of the Company's  common stock prior to the  transaction  will
retain  approximately  88%  of  the  equity  of the  Company  subsequent  to the
transaction.

ETP  holds  licensing  agreements  with  four  NASCAR  racing  teams to sell its
"Fujicolor  QuickSnap Car Driver  Series  Camera," a  one-time-use  flash camera
featuring the driver's image,  signature and race car number.  These cameras are
distributed  at NASCAR  racing events and in various mass  retailers  throughout
North America.

Consummation of the transaction is subject to a number of conditions, including:

      o     The  delivery to the Company of fully  executed  releases by all ETP
            Stockholders  to the effect that no such ETP Stockholder is owed any
            form of payment or other obligation by ETP;

      o     Completion of a  satisfactory  due diligence  investigation  by both
            parties;

      o     The entry into  certain  employment  agreements  by and  between the
            Company and certain present  officers  thereof and a present officer
            of ETP;

      o     The entry into a  stockholders'  agreement  by and among the Company
            and certain stockholders of the Company and ETP Stockholders; and

      o     Definitive  approval by the board of directors of the Company of the
            Purchase   Agreement   and   all   transactions   and   developments
            contemplated thereby.

There can be no  assurance  that the  transaction  contemplated  by the Purchase
Agreement will be consummated on a timely basis, if at all.

                                       2
ITEM 5.03    AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
             YEAR

On April 26, 2005, the Company was informed that the certificate of amendment to
its certificate of  incorporation  had been accepted for filing by the Secretary
of State of the State of Delaware. Pursuant to the certificate of amendment, the
authorized  shares of capital stock of the Company was increased to 275 million,
consisting of 250 million shares of common stock and 25 million shares of "blank
check" preferred stock.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

      (c)    EXHIBITS - THE FOLLOWING DOCUMENTS ARE ATTACHED AS EXHIBITS TO THIS
             REPORT ON FORM 8-K:

      2.1   Securities Purchase Agreement dated as of April 26, 2005.

      3.1   Certificate of Amendment.

      99.1  Press release issued May 2, 2005.

                                       3
SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Company  has duly  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized.

Dated: May 2, 2005

                                         SEARCHHELP, INC.

                                         By: /s/ William Bozsnyak
                                             ----------------------------
                                         Name:    William Bozsnyak
                                         Title:   Chief Executive Officer

                                       4