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) August 22, 2005
                                                        (August 19, 2005)

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


          DELAWARE                     333-97687                 11-3621755
----------------------------   ------------------------    ---------------------
(State or other jurisdiction   (Commission File Number)        (IRS Employer
       of 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 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.

Restatement and Non-Reliance
----------------------------

On August 19, 2005, the Board of Directors and management of the Company
concluded that we would need to amend and restate our previously issued
financial statements and other financial information for the quarter ended March
31, 2005 and the fiscal year ended December 31, 2004. In light of the
restatements, the previously issued financial statements and other financial
information contained in our Form 10-QSB for the quarter ended March 31, 2005
and our Form 10-KSB for the fiscal year ended December 31, 2004 should no longer
be relied upon.

For the fiscal year ended December 31, 2004, we currently believe that the
aggregate impact of the expected restated items is a decrease in charges to
operations and a corresponding decrease to additional paid-in-capital. Our total
stockholders' equity will not change as a result of these restatements.

Background
----------

We appointed new auditors as of July 14, 2005. In connection with its review of
our Form 10-QSB for the period ending June 30, 2005, our new auditors Lazar
Levine & Felix, LLP ("LLF"), questioned the basis of our accounting for the
reduction in the exercise price for certain warrants issued in connection with
the Participation Agreement entered into with Environmental Commercial
Technology Corp. As a result of the discussion between the Company, LLF and our
audit committee, we have now determined that the above-referenced financial
statements should be restated to correct the Company's accounting treatment for
the reduction in the exercise price of the warrants which resulted from the
Company's failing to register certain securities as at December 31, 2004.
Previously the Company charged $138,000 to operations in the fourth quarter of
2004 representing the difference between the original exercise price and the
reduced exercise price of the warrants at December 31, 2004. According to
Financial Accounting Standards Board EITF No. 96-18 "Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services," the proper accounting treatment is
not to charge operations for the reduction in exercise price. The effect of the
restatement is to reduce other costs and the net loss by $138,000 ($0.01 per
share) for the year ended December 31, 2004 and cumulative from January 29, 1999
(Inception) to December 31, 2004.


<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: August 22, 2005

                                    SEARCHHELP, INC.

                                    By:  /s/ William Bozsnyak
                                       ----------------------
                                    Name:    William Bozsnyak
                                    Title:   Chief Executive Officer
{"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": "051041782"}, "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) August 22, 2005
                                                        (August 19, 2005)

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

          DELAWARE                     333-97687                 11-3621755
----------------------------   ------------------------    ---------------------
(State or other jurisdiction   (Commission File Number)        (IRS Employer
       of 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 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.

Restatement and Non-Reliance
----------------------------

On August 19, 2005, the Board of Directors and management of the Company
concluded that we would need to amend and restate our previously issued
financial statements and other financial information for the quarter ended March
31, 2005 and the fiscal year ended December 31, 2004. In light of the
restatements, the previously issued financial statements and other financial
information contained in our Form 10-QSB for the quarter ended March 31, 2005
and our Form 10-KSB for the fiscal year ended December 31, 2004 should no longer
be relied upon.

For the fiscal year ended December 31, 2004, we currently believe that the
aggregate impact of the expected restated items is a decrease in charges to
operations and a corresponding decrease to additional paid-in-capital. Our total
stockholders' equity will not change as a result of these restatements.

Background
----------

We appointed new auditors as of July 14, 2005. In connection with its review of
our Form 10-QSB for the period ending June 30, 2005, our new auditors Lazar
Levine & Felix, LLP ("LLF"), questioned the basis of our accounting for the
reduction in the exercise price for certain warrants issued in connection with
the Participation Agreement entered into with Environmental Commercial
Technology Corp. As a result of the discussion between the Company, LLF and our
audit committee, we have now determined that the above-referenced financial
statements should be restated to correct the Company's accounting treatment for
the reduction in the exercise price of the warrants which resulted from the
Company's failing to register certain securities as at December 31, 2004.
Previously the Company charged $138,000 to operations in the fourth quarter of
2004 representing the difference between the original exercise price and the
reduced exercise price of the warrants at December 31, 2004. According to
Financial Accounting Standards Board EITF No. 96-18 "Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services," the proper accounting treatment is
not to charge operations for the reduction in exercise price. The effect of the
restatement is to reduce other costs and the net loss by $138,000 ($0.01 per
share) for the year ended December 31, 2004 and cumulative from January 29, 1999
(Inception) to December 31, 2004.
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: August 22, 2005

                                    SEARCHHELP, INC.

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