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) June 14, 2005 (June 8, 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
                  SEE BELOW.

ITEM 2.01         COMPLETION OF ACQUISITION OF SECURITIES

                  Acquisition of E-Top-Pics, Inc.


         On April 26, 2005, the Company  entered into an agreement to purchase a
privately-held  marketing and distribution  company called  E-Top-Pics,  Inc., a
Massachusetts  corporation  ("ETP"). A copy of the Securities Purchase Agreement
is attached  hereto as Exhibit  2.1. At the closing,  which  occurred on June 8,
2005,  the Company  acquired  100% of the ETP capital  stock in exchange for 4.0
million  shares of our common  stock.  ETP became a  wholly-owned  subsidiary of
SearchHelp, Inc.

         ETP markets and distributes  specialty branded disposable cameras, film
and  accessories.  We believe  that this  acquisition  will help us  establish a
distribution network for our Sentry software products.


RISK FACTORS

         IF WE ARE UNABLE TO GENERATE  SUFFICIENT REVENUES IN THE FUTURE, WE MAY
NOT BE ABLE TO CONTINUE OUR BUSINESS.

As an  investor,  you should be aware of the  difficulties,  delays and expenses
normally  encountered by an enterprise in its development  stage,  many of which
are beyond our  control,  including  unanticipated  research  and  developmental
expenses,  employment costs, and administrative  expenses.  We cannot assure our
stockholders  that our business  plan as  described in this current  report will
materialize  as we plan or  prove  successful,  or that we will  ever be able to
operate profitably. If we cannot operate profitably,  you could lose your entire
investment.  As a  result  of the  nature  of our  business,  we  have  incurred
substantial  operating expenses without generating  significant  revenues.


                                       2
<PAGE>

IF WE CONTINUE OUR HISTORY OF LOSSES, IT MAY CAUSE A DECLINE IN OUR STOCK PRICE
OR AN INABILITY TO CONTINUE OUR OPERATIONS.

We incurred  net losses in fiscal 2004 of  $1,338,235.  We have earned less than
$22,000 in revenues from inception through December 31, 2004. As a result, as of
December 31, 2004,  we had  stockholders'  capital of  $1,653,414  and a working
capital  deficiency  of $554,918.  For the three months ended March 31, 2005, we
had  stockholders'  capital of $1,399,757  and a working  capital  deficiency of
$777,379. We cannot be certain whether we will ever earn a significant amount of
revenues or profit,  or, if we do, that we will be able to continue earning such
revenues or profit. Also, the current economic instability may limit our ability
to develop and ultimately  market our  technologies.  Any of these factors could
cause our stock price to decline or cause us to  discontinue  our operations and
may result in our stockholders losing a portion or all of their 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.

We completed our public  offering in July 2003 in which we sold 2,474,000  units
for a total gross  proceeds of  $1,237,000.  Each unit consisted of one share of
common  stock,  one A warrant to purchase  one share of common stock at $.75 and
one B warrant to  purchase  one share of common  stock for $1.75,  at a purchase
price of $.50 per  unit.  We spent  most of the  funds  raised  to pay off debt,
payables  and used the  balance  for  working  capital.  We then began a private
offering in  September  of 2003 to sell  2,400,000  shares of common  stock at a
purchase price of $0.25 per share.  We later increased this offering in November
2003 to sell 7,200,000 shares for an aggregate of $1,800,000.  We sold 6,886,000
shares of common stock for total proceeds of $1,721,500 less $52,750 in offering
costs.  These funds have allowed us to continue to operate since we have not yet
generated any significant revenues. If we are unable to obtain adequate funding,
we may not be able to  successfully  develop  and  market our  products  and our
business will most likely fail.

OUR NEW MARKETING AND DISTRIBUTION BUSINESS IS IN THE EARLY STAGES AND MAY NOT
BE SUCCESSFUL

Our recently  acquired  ETP  business  has entered into  licenses for the use of
NASCAR  and  other  branded  names for the  distribution  of  certain  products,
including  disposable cameras,  film and related  accessories.  Although ETP has
entered  into a  distribution  agreement  with  Fuji  USA,  Inc.  to  distribute
specialty  branded  FUJI  products  in  North  America,  such  agreement  may be
terminated  by Fuji at any time on 30 days notice.  Although ETP and the Company
believe that the long-term  relationship  between  Brian  O'Connor and Fuji will
enable us to continue to  distribute  Fuji  products,  there can be no assurance
that Fuji will not terminate  the agreement in the near future,  or that even if
not  terminated,  that we will be  able  to  sell a  sufficient  number  of Fuji
products to make a meaningful  profit on this part of our business.  Our company
is relying heavily upon the success of this distribution arrangement to generate
significant earnings and cash flow, and the failure of this part of our business
to  achieve  near term  success  would  have a  material  adverse  effect on our
business and prospects.


                                       3
<PAGE>

OUR INABILITY TO RETAIN AND ATTRACT KEY PERSONNEL COULD ADVERSELY AFFECT OUR
ABILITY TO DEVELOP OUR PRODUCTS.

We believe that our future  success will depend on the  abilities  and continued
service of certain of our senior management and executive officers, particularly
our Chief  Executive  Officer and President  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.

A PORTION OF OUR IAQ LINE OF BUSINESS MAY REQUIRE US TO REGISTER AS AN
INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED ("1940
ACT") WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS

We are not  registered  and do not intend to register as an  investment  company
under  the  1940 Act or any  similar  state  laws.  As part of our  planned  IAQ
business, we entered into an agreement with Environmental  Commercial Technology
Corp. to acquire for cash and securities an interest in the revenues from a mold
remediation product. If we do not undertake substantial additional activities in
connection  with the product,  it is possible that our investment in the product
could be viewed as an investment  company  activity.  We do not believe that our
planned activity will constitute  investment in securities and, therefore,  will
not cause us to be subject to  regulation  as an  "investment  company."  We may
however be required to register as an  investment  company in order to undertake
this investment.  Although there is a safe harbor exemption in the 1940 Act that
would allow us to use up to 40% of our non-cash assets towards such investments,
even if such investments were deemed to be a security investment activity, it is
unlikely that we will be able to avail ourselves of such safe harbor  exemption.
If this were to occur,  our day-to-day  operations  would then become subject to
the regulatory and  disclosure  requirements  imposed by the 1940 Act. We do not
have the  infrastructure to operate as an investment company and therefore would
not be able to continue doing business.

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,
(ii) the  determination  by schools  that they want to educate and inform  their
families  about the need for monitoring and knowing what their children do while
on the  Internet,  (iii)  the  recognition  by  home  owners  of the  need to be
concerned  about homes'  indoor air quality and (iv) the  awareness of mold as a
growing health concern.  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  which we will offer,  or


                                       4
<PAGE>

(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 lower stock price.

THERE CAN BE NO ASSURANCE THAT WE WILL EARN A PROFIT ON THE MOLD REMEDIATION
PRODUCT OR EVEN RECEIVE A RETURN OF ANY PORTION OF OUR INVESTMENT, ALL OF WHICH
COULD BE LOST

We have used a substantial amount of our resources to acquire an interest in the
mold remediation  product. We have paid $500,000 in cash and are required to pay
an  additional  $100,000 in cash.  We have also issued  2,300,000  shares of our
common  stock and issued  warrants  to purchase  2,300,000  shares of our common
stock. This is a substantial commitment of our resources and we will not achieve
any  substantial  benefit  unless the  product  is  effective  for its  intended
purposes and achieves wide market acceptance and sales within a relatively short
period  of  time.  We  were  required  to  effectuate  and pay  the  costs  of a
registration  statement with  Securities and Exchange  Commission for the shares
issued and the shares underlying the warrants issued to Environmental Commercial
Technology  Corp.  and its parent by September  1, 2004.  Since did not register
these  securities by that date, the agreement  allows the warrant exercise price
to be reduced in stages  from $0.33 per share at  September  1, 2004 to a low of
$0.01 at January 1, 2006. At December 31, 2004,  the shares were not  registered
and the reduction in the warrants exercise  aggregating  $138,000 was charged to
operations.  At April 4, 2005,  the shares were not registered and the reduction
in the  aggregate  exercise  price of $184,000 was charged to  operations in the
first quarter of fiscal 2005. If the registration  statement is not effective by
January 1, 2005,  both ECT and its parent may cancel the agreement and keep half
of the common shares  issued;  but, they must  surrender the warrants and refund
the cash to the Company.  The Company is presently in  negotiations  relating to
the calculation of the reduction in the exercise price, but cannot assure you as
to the outcome of such negotiations.

ENVIRONMENTAL COMMERCIAL TECHNOLOGY CORP. MAY NOT MEET ITS OBLIGATIONS

Even if the mold  remediation  product is effective  for its intended  purposes,
there is a substantial risk that Environmental  Commercial  Technology Corp. may
not be able to perform adequately, that it may not be effective in marketing the
product,  that its own rights may be  challenged  or that it will fail to comply
with its  obligations,  both  monetary and  otherwise,  to us. Were any of these
possibilities  to  occur,  we might  suffer  the loss of our  investment  in the
product.

WE WILL FACE COMPETITIVE PRESSURES

We will compete, in all of our proposed businesses,  with other companies,  some
of which  have far  greater  resources  and  experience  than we do.  There  are
established  competitors  and there is ease of market entry for other  companies
which choose to compete  with us.  Effective  competition  could result in price
reductions,  reduced margins or have other negative  implications,  any of which


                                       5
<PAGE>

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 BE EXPOSED TO LIABILITY IN OUR INDOOR AIR QUALITY BUSINESS OR IN
CONNECTION WITH FAMILYSAFE SENTRY PRODUCTS

We intend to operate in areas which affect the health and safety of  individuals
and families. It is our intention to improve such health and safety. However, if
any  person  should  be  harmed,  notwithstanding  the  use of our  products  or
services,  we may be sued on various  grounds  including  product  liability  or
negligence. We may seek to obtain insurance to protect us against such potential
liability, but even if we do so, we may be faced with heavy litigation costs and
possible  awards for damages,  any of which would severely  burden our financial
position and stability.

WE COULD EXPERIENCE EXTREMELY HIGH TECHNICAL SUPPORT NEEDS FOR OUR SENTRY CHILD
SOFTWARE PRODUCTS WHICH COULD HARM OUR BUSINESS AND REPUTATION

To succeed with our Sentry  child  software  plans,  we must be certain that the
products  experience a low need for technical support.  Our success in this area
depends on ease of use and customer satisfaction. Our operations depend upon its
ability to protect  its network  infrastructure  and  equipment  and to keep its
information  updated and  correct.  Although we have sought to build  redundancy
into our network and hosting infrastructure,  we could experience  interruptions
in service and  partial  system  failures  due to routing  problems,  hard drive
failures, database corruption and other computer failures. Any of these problems
could seriously damage our business.

RISK RELATED TO E-TOP-PIC'S BUSINESS

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

Many of our  competitors  have  substantially  greater  marketing  and financial
resources  than us.  Some of our  competitors  have held a large  portion of the
commercial  market segment that we are competing for, for a long period of time.
We cannot guarantee that we will be able to penetrate this market and be able to
compete at a profit.


                                       6
<PAGE>

THE LOSS OF MR. O'CONNOR, OUR CHIEF OPERATING OFFICER, COULD SERIOUSLY HARM OUR
BUSINESS.

Mr. Brian O'Connor has existing  relationships as well as licenses with Fuji and
NASCAR.  If something  happened to Mr. O'Connor there is no guarantee that these
companies  would renew these  licenses  with us or that we would be able to make
our sales projections.

WE MAY BE SUBJECT TO TRADE RESTRICTIONS AND TARIFFS.

A large portion of our projected  revenues will come from the sales of Fuji Film
and cameras. These products are developed and manufactured in Japan. There is no
guarantee  that Fuji will renew our Level 2 Distributor  agreement.  There is no
guarantee  that Fuji will be able to maintain its  competitive  pricing if there
are trade restrictions placed on Japan. Fuji may terminate this agreement at any
time.

BUSINESS
         SearchHelp,  Inc.  (the  "Company")  was  incorporated  in the State of
Delaware on  September 5, 2001.  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.

         The Company is  investigating  opportunities  that will improve  family
safety and well  being.  The  Company is  currently  focusing on selling its two
software products through its subsidiary,  FamilySafe,  Inc.  ("FamilySafe") and
its newly formed subsidiary  E-Top-Pics,  Inc.  E-Top-Pics will also continue to
sell its film and camera products.

FamilySafe Products

         FamilySafe owns the technology for the Company's two software products,
Sentry  At Home and  Sentry  Remote.  Sentry At Home is a  comprehensive  online
monitoring  software package whereby parents set the security  permission levels
for their children.  It enables parents to monitor their child's behavior on the
Internet by blocking and filtering out inappropriate web sites on AOL, Netscape,
Internet  Explorer and MSN. It also  protects  children  from  potential  online
predators by monitoring  Instant Messaging  applications and chat rooms.  Sentry
Remote enables parents to monitor their child's behavior on the Internet, but it
can also be used remotely  while the parent is not at home. It allows parents to
see on their  computer  screens  exactly what their children are seeing on their
home screens and they can intervene if necessary.  With Sentry  Remote,  parents
are able to be an active  participant in their  children's  Internet  experience
from any computer that is online.


                                       7
<PAGE>

         The testing of our  software  products is  extremely  important  and on
going. The Company is currently using an independent  company in India to do the
testing for the Sentry products in three areas. First, upgrades and enhancements
are done on a continual  basis to prolong the  lifecycle  of the products and as
new  enhancements  and  upgrades  are  completed,  each item must be tested  for
potential  bugs.  Testing  is also  performed  to make  certain  that  each  new
component does not affect the existing software.  Finally, as with all software,
the  software,  has to be tested to be certain it is  compatible  with all third
party software and new hardware platforms.

         In order to  market  and sell the  Sentry  products,  the  Company  had
entered into an exclusive  manufacturing,  marketing and distribution  agreement
with Family  Trusted  Products,  LLC  ("FTP"),  a company  dedicated to creating
technology-based  products that reinforce the importance of safety for children.
Due to the lack of  marketing  effort  from FTP the  Company  executed  a mutual
termination  agreement  with FTP on April 1,  2005.  The  Company  is  currently
manufacturing  10,000  units of the Sentry At Home  product for retail  sales as
well as continuing to sell both products on the Internet. The date of completion
for  manufacturing is on or about June 30, 2005. The Company is hopeful that the
product will be on  retailer's  shelves  45-60 days after the  completion of the
manufacturing.

         On April 1, 2004,  when the  development  and testing of both  products
were  completed,  the Company  hired the owner of E2Techlabs to be the Company's
Chief Technical  Officer and a  programmer/tester  from the E2Techlabs to be the
Company's in-house programmer and tester. Both of their responsibilities include
working with the developer to assist with  enhancements  and upgrades during the
life cycle of the  products.  Sentry At Home and  Sentry  Remote  both  received
enhancements and upgrades in the last six months. The testing required for these
upgrades and enhancements  took  approximately  six weeks. The testing fees were
approximately  $5,000. The Company has since hired Paradigm  InfoTech,  Inc., to
test  the  products  as they go  through  upgrades,  and  enhancements.  This is
extremely cost effective as we utilize Paradigm's offshore development team.

         Marketing

         The Company  began  selling its Sentry  products in December of 2004 on
the Internet.  The Company created literature and marketing  materials for media
kits.  The Company is using the media kits for retail,  corporate,  reseller and
community outreach programs. The Company's products were recently mentioned in a
Newsday  article  published  on May 2, 2005  entitled,  "Do you know  where your
children  are?".  The Sentry  products also won the Lisa Award for Long Island's
best software presented by ListNet, on May 4, 2005.

         The  Company  will  also  seek  to  market  the  products  focusing  on
grassroots initiatives,  community outreach,  resellers and other media outreach
initiatives.  Recently,  the Company  formed a partnership  with  AmeriCares,  a
nonprofit  disaster relief  organization.  The Company will contribute  $5.00 to
AmeriCares from each software product that is purchased online. On May 11, 2005,
the Company sent a check for $180 for the first quarter ended March 31, 2005 for
the sale of 36 units. The Company plans to seek other nonprofit relationships.


                                       8
<PAGE>

         The  Company  intends  that  grassroots  initiatives  will  begin  with
Internet  outreach,  whereby the  Company  will seek web sites for free links or
mention of the products, such as web sites for parenting, nonprofits, education,
women  and  technology.  The  Company  has  recently  signed an  agreement  with
Pricegrabber  and made an agreement with Yahoo to help sell the Sentry  software
on the Internet.

         The Company is also  seeking  Value Added  Resellers  ("VAR"),  who are
resellers of software and hardware.  The Company will also consider  utilizing a
direct market reseller  initiative to schools,  nonprofit  organizations,  other
child  activity  places of  business  such as a  pediatrician's  office,  school
photographers and child  organizations such as the Boy Scouts,  Girls Scouts and
Boys and Girls Clubs of America.  The Company will consider purchasing email and
physical  address lists for each group.  Fundraisers  for schools and nonprofits
will be  addressed  as well.  The schools and  organizations  will be  contacted
through Parent Teacher Associations (PTA) and Parent Teacher Organization (PTO),
web sites,  conventions and other mailings.  The Company intends to leverage its
personal relationships to contact various companies seeking corporate alliances.

         Additional strategies include consumer offerings,  expert endorsements,
private  labeled  offerings  that  leverage the  influence  and power of another
entity's  reputation and/or positioning as well as fully embedded offerings into
complementing products, services and providers.

         Competition

         The Company will compete for business  with other  companies  that have
child-monitoring  software that  includes the  following:  NetNanny,  LookSmart,
Ltd.,  Cybersitter,  Solid Oak Software,  Inc. (US),  CyberPatrol,  SurfControl,
MacAfee Parental Controls, Networks Associates Technology, Inc., Norton Parental
Controls,  Symantec Corporation,  FilterPak, S4F, Inc., Cyber Sentinel, Security
Software Systems,  Inc., and Cyber Snoop,  Pearl Software,  Inc. NetNanny is the
best known, with revenues of approximately $4 million, but PC Magazine considers
CyberSitter the best, with revenues of approximately $10 million.

         The Company plans to respond promptly and effectively to the challenges
of  technological  change,  evolving  standards and the  Company's  competitors'
innovations  by continuing to enhance the  Company's  products and services,  as
well as the  Company's  sales and  marketing  channels.  Any pricing  pressures,
reduced margins or loss of market share resulting from increased competition, or
the  Company's  failure  to  compete  effectively,  could  seriously  damage the
Company's business.

Indoor Air Products

         Through the Company's  Indoor Air Quality  subsidiary,  management  has
been exploring opportunities  concerning the quality of living aspects of indoor
air quality ("IAQ").  The increased knowledge and concern with regards to indoor
air toxins and irritants,  combined with the dramatic  increase in the diagnosis
of  childhood  and adult  asthma  and the  potential  impact of these  issues on
general family health represent,  in the Company's  opinion,  an area in need of


                                       9
<PAGE>

address and solutions.  The increasing media attention, as well as hard and soft
data related to in-home complaints and associations with IAQ problems, makes the
opportunity to develop a consumer friendly and informative  home-based  solution
appealing to the Company.

         The  Company  has chosen to focus on one of the most  important  issues
within the broader IAQ arena - Mold.  There is a great deal of both  medical and
media  attention  being given to the  detection and the removal of harmful molds
from indoor air systems. The Company has investigated the potential for engaging
in two aspects of the mold issue; (1) providing  definitive products for testing
for  mold  conditions  and  (2)  providing  effective  indoor  mold  remediation
solutions.

         On  February  3, 2004,  the  Company  entered  into an  agreement  with
Environmental  Commercial  Technology Corp.  ("ECT"), a company that was granted
the  rights to market an  organic  compound  for mold  remediation  that has the
ability  to  both  kill  and  prevent  the  growth  of  mold  and  fungus  in an
environmentally  safe manner.  Pursuant to the agreement the Company is entitled
to receive an  interest  equal to 5% of the gross  revenue  from the sale of the
product by ECT. In return, the Company provided immediate development capital of
$500,000 and was obligated to pay ECT an additional $100,000 in August 2004. The
Company will also provide  consulting  services in connection with the marketing
and sales of the product,  especially in the consumer  marketplace.  The Company
granted ECT and its parent  company,  Bioneutral  Laboratories  Corporation  USA
("Bioneutral"),  as  additional  consideration,  a total of 2,300,000  shares of
common stock and a warrant to purchase up to 2,300,000 shares of common stock at
a purchase  price of $.33 per share.  The Company is  required  to register  the
stock  issued to  Bioneutral  and ECT.  If the  shares  were not  registered  by
September  2004,  the purchase  price of the common stock would fall by $.01 per
share per month through  December 2004. If they continue to be  unregistered  by
January 2005, the purchase price of the common stock will fall by $.02 per share
per a month until they are  registered  or until the purchase  price equals $.01
per share in January 2006. If the shares are not  registered by January 1, 2005,
ECT can terminate the agreement, but would have to return the Company's $500,000
and a portion  of the stock  issued to ECT and  Bioneutral.  For the year  ended
December  31,  2004,  the  price  of the  warrants  fell a total of $.06 and the
operations  of the Company were charged  $138,000.  For the first  quarter ended
March 31, 2005 the warrants fell an additional  $.08 and operations were charged
$184,000.  At May 11,  2005,  the  shares  were not  registered.  Management  is
currently  negotiating  with  ECT to  change  the  way  the  purchase  price  is
calculated, but cannot assure you as to the outcome of such negotiations.

         The  Company  has  been  recently  informed  by ECT's  parent  company,
Bioneutral that the Environmental Protection Agency ("EPA") is expected to issue
guidelines  specific to mold prior to the end of fiscal year 2005. To date,  the
EPA does not have specific  guidelines  pertaining to mold.  Companies,  such as
ECT/Bioneutral, who wish to obtain EPA approval for a specific application, such
as for  mold,  must  submit  the  specific  protocol  to the EPA  for  approval.
Currently,  ECT/Bioneutral have submitted their specific protocol to the EPA for
mold that  pertains to hard  surface  applications.  No  assurance  can be given
whether or not the EPA will ever grant Bioneutral/ ECT a registration.


                                       10
<PAGE>

          Since ECT/Bioneutral is waiting for EPA approval, the Company will not
make the final payment of $100,000 until ECT begins to generate revenue from the
mold compound. The Company expects to begin to receive its 5% interest from this
venture at such time.

         Marketing

         ECT continues to be the  responsible  party for all marketing and sales
of  the  mold  remediation  compound.  The  product  will  be  marketed  through
remediation companies that specialize in the remediation of mold and fungi.

         Competition

         The Company will compete for business with many IAQ companies,  many of
whom have greater experience, expertise and/or greater resources than ECT.


FUTURE PRODUCTS

         SearchHelp  continues  to  evaluate  the  viability  and need for other
security and imaging type products. With this in mind, it has just completed its
beta version of a corporate  monitoring  product called Sentry Office  Controls,
that will allow  employers  to not only  monitor  the time  efficiency  of their
employees,  but also to filter  and/or  eliminate  access  to web  sites  deemed
inappropriate during work hours.

BUSINESS E-TOP-PICS, INC.

         On April 26,  2005,  the Company  entered  into a  Securities  Purchase
Agreement  to purchase  E-Top-Pics,  Inc.  ("ETP"),  a  Massachusetts  marketing
company.  ETP licenses sports  tradenames and images and markets and distributes
disposable cameras and other products using the licensed images,  likenesses and
logos.

         Management  believes  that this  purchase  and the  proven  distributor
relationships  with  traditional  retail stores that ETP has had experience with
will be enable  this new  subsidiary  to also  generate  net sales of the Sentry
products. We also believe that ETP will help spearhead  SearchHelp's  previously
intended   plan  to   distribute   Sentry  to  law   enforcement,   educational,
pediatrician, charitable organization, and in-home-computer-technician channels.

ETP NASCAR Racing Team Flash Cameras

ETP has built a strong relationship with NASCAR, and holds licensing  agreements
with four  NASCAR  racing  teams.  ETP has  entered  into an  exclusive  license
agreement with FUJI USA, Inc. under which ETP sells the "Fujicolor QuickSnap Car
Driver Series," which are one-time-use flash cameras. The cameras decor features
the driver's image,  signature and race car number.  These affinity  cameras are
distributed at NASCAR racing events and throughout North America at various mass
retailers including Wal-Mart,  Target, Brooks,  Walgreens and CVS, all retailers
that use Fuji as its' primary camera supplier.


                                       11
<PAGE>

In addition to the Fujicolor QuickSnap Car Driver Series flash cameras,  ETP has
just  completed  a shipment of key chains  that carry the NASCAR  racing  team's
logo, and is also in talks with a major  headwear  manufacture  about  marketing
their products.

ETP  expects  sales  from  their  "NASCAR   related   product"  sector  to  grow
significantly  during the next few years,  as auto  racing  continues  to be the
fastest growing spectator sport in the United States.

Fuji INSTAX Commercial Market Products

ETP has also built a strong relationship with the Commercial Sales and Marketing
Group at Fuji Film America. We believe that this is because ETP has shown it has
a great ability to market and distribute  Fuji film product in the United States
market  where Fuji has limited  commercial  sales force or  expertise.  Prior to
April 2004, sales of Fuji FP-100  professional  line film only represented 2% of
the U.S. film market.  This market share grew to 18% by the end 2004,  primarily
due to ETP's distribution of over $5 million of this FP-100 film.

Due to its recent  success,  Fuji has now  contracted  with ETP to launch Fuji's
commercial line of INSTAX cameras and INSTAX wide format pack film in the United
States  beginning  in June  2005;  a $400  million  market  in the U.S.  that is
currently dominated by Polaroid.

Under the terms of the  agreement,  ETP has been engaged as an  authorized  Fuji
distributor.  The  agreement  may be terminated by Fuji at any time in the event
that ETP fails to achieve and maintain satisfactory sales performance levels.

In the  photography  industry,  Fuji is only second to Canon Inc., with over $20
billion in revenue.  We believe that the financial  strength,  credit rating and
market  position of Fuji compared to that of Polaroid  (which  recently  emerged
from reorganization) will increase the likelihood that Fuji will capture a large
portion of the instant film market from Polaroid over a short period of time.

Fenway Park Sky-Box

ETP owns a three-year  lease  agreement on a Sky-Box at Fenway Park, the home of
the Boston Red Sox  baseball  team that won the 2004  World  Series.  Due to the
limited  number of  sky-boxes  at Fenway,  and due to the Red Sox team's  recent
success,  this Sky-Box is in great demand.  ETP earns revenue by subleasing  the
sky-box  on a  per-night  basis  for all 81 home  games,  and for any  scheduled
concerts  held at Fenway.  ETP has the first right of refusal to renew the lease
every three-years.

While this subleasing has allowed ETP to generate revenues and profits,  it also
has  allowed  ETP to  establish  great  business  relationships  with many local
companies  in  the  Boston  area.  In  addition,  O'Connor  has a  long-standing
relationship  with Major League  Baseball and a number of its current and former
players such as Carl Yastrzemski and Louis Tiant.

In fiscal  2004,  ETP  generated  profits  of over  $50,000 on net  revenues  of
approximately $120,000 from its leasing the Sky-box for corporate events.


                                       12
<PAGE>

Key Personnel of ETP

Mr. Brian O'Connor  founded  E-Top-Pics in 2001. Prior to this, Mr. O'Connor was
the vice  president  for North  American and Asia Pacific Sales for the Polaroid
Corporation from 1989 to 1998. At Polaroid, he was responsible for more than 900
employees in sales and  marketing for the entire U.S.  business  that  generated
over $1.1 billion in sales.  During the past few years he has negotiated several
key marketing arrangements which have resulted in successful  relationships with
key  personnel at Fuji Film  America,  Major  League  Baseball,  and NASCAR.  In
addition to his tenure at Polaroid and founding  E-Top-Pics,  Inc., Mr. O'Connor
established an international consumer sales group in Asia, Japan, South America,
Africa and the Middle East for Polaroid component  products.  O'Connor currently
serves on the board of directors of 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.

The Market

Currently there is an annual market for instant film and cameras of between $400
and 450 million dollars in the United States.

MARKETING
We are in the process of hiring four sales people that have years of  experience
in distribution of the instant film and camera products. These sales people will
be hired  directly by Mr.  O'Connor and have an  established  account  base.  In
addition  to the  commercial  market  the  Company  is  also  pursuing  the  law
enforcement  segment which has an existing need for the instant cameras and film
and showed interest in our on line monitoring and filtering products.

COMPETITION

Polaroid and Hewlett Packard are most likely to be our biggest competitors. They
have been  around the  longest  and have well known  names in the  industry  for
instant film, cameras and digital printer lines.

LEGAL PROCEEDINGS.

           None

EMPLOYEES

As of June 13, 2005,  the Company had four full time employees and one part-time
employee.


                                       13
<PAGE>

INSURANCE

We currently have general liability, Workers Compensation, Disability, Directors
and Officers and Errors and Omissions  insurance  policies in effect. We believe
this coverage to be adequate and consistent with reasonable business practices.


DESCRIPTION OF PROPERTY

         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, 2004 and is  guaranteed  by the  Company's  president.  The rent is
$1,107 per month ($13,280 per year).  There was an annual  increase of $320 from
the 2004 lease. The Company has a security deposit with its landlord of $2,155.


MANAGEMENT

                        DIRECTORS AND EXECUTIVE OFFICERS

         The Company has a six-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.

<TABLE>
<CAPTION>
                                                                                          YEAR
NAME                AGE                              POSITION                        BEGAN SERVICE

<S>                  <C>    <C>                                                           <C>
William Bozsnyak     44     Chairman of the Board of Directors, Chief Executive           2001
                            Officer, acting Chief Financial Officer, Vice President
                            and Treasurer

Debbie Seaman        46     Director and Secretary                                        2001

Joel San Antonio     52     Director                                                      2001

Joseph Carrizzo      47     President and Director                                        2001

David Barnes         62     Director                                                      2005

Brian O'Connor       59     Director and Chief Operating Officer                          2005
</TABLE>



                                       14
<PAGE>

         WILLIAM BOZSNYAK has served as the Chief Executive  Officer,  Treasurer
and Chairman of the Board of the Company since its inception in January 2001 and
became its Chief  Financial  Officer and Vice  President in September  2002. Mr.
Bozsnyak  served as Chief  Financial  Officer  until April 2004 and as President
until September 2002. Mr. Bozsnyak will serve as interim Chief Financial Officer
until the Company is able to find a suitable replacement.  In 1998, Mr. Bozsnyak
created a local  portal that  focused on small  businesses  whose needs were not
being met on a national level. This portal ultimately became the Company.  Prior
thereto,  Mr.  Bozsnyak had worked in the financial  services  industry,  having
joined J.P.  Morgan  Securities  Inc. in 1982 and become a vice president in its
Institutional  Fixed Income Sales Department.  In 1993, Mr. Bozsnyak left Morgan
to join UBS Securities Inc. (Union Bank of Switzerland)  where he remained until
1998.  He was a vice  president in its Global Fixed Income  Department  and sold
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 B.S.  degree
in Business Administration and a minor in Finance.

         DEBBIE  SEAMAN has served as a Director  and  Secretary  of the Company
since its inception and has been  President  since  September  2002.  Ms. Seaman
resigned her position as President of the Company on April 26, 2005.  Ms. Seaman
remains  Secretary and Director of the Company.  Before  September  2002 she had
served as Vice  President.  Ms.  Seaman  has,  since 1987,  been an  independent
consultant to small and medium sized construction,  law, marketing,  publishing,
politics  and  travel  companies.  In  this  capacity,  Ms.  Seaman  works  as a
strategist to increase the value of the companies as a whole, while also helping
management and staff foster  improved  performance and  cooperation.  Ms. Seaman
continues  to provide  consulting  services on a part-time  basis.  She has also
worked  for  numerous  nonprofit  organizations  such as the  National  Multiple
Sclerosis Society,  Nassau/Suffolk Law Services, NYS Youth Bureaus,  Surrogate's
Court and North Shore Child & Family Guidance Center where her  responsibilities
included departmental administration,  policy and program development, community
project organizing,  public speaking,  grant writing and clinical practice.  Ms.
Seaman received her Bachelors degree from State  University  College of New York
and her Masters degree in Social Work from Virginia  Commonwealth  University in
1981. In 2000, Ms. Seaman was awarded the Outstanding Community Leadership Award
from the National Multiple Sclerosis Society, Long Island Chapter.

         JOEL  SAN  ANTONIO  has  been a  Director  of  SearchHelp,  Inc.  since
September 2001 and has served on the Company's Audit Committee and  Compensation
Committee since their  formation.  Mr. San Antonio resigned from his position of
chairman of the audit  committee  on April 26, 2005.  Mr. San Antonio  began his
career  as  co-founder  of a  sportswear  manufacturer  in the  women's  fashion
industry.  In 1983, Mr. San Antonio and his partner exited the fashion  industry
and  founded  Warrantech  Corporation,  a third party  administrator  of service
contracts and extended warranty programs. The Company went public in 1984 and in
September  1997 was  recognized  by Fortune  Magazine as one of the "100 Fastest
Growing Companies in America".  Today, Mr. San Antonio serves as Chairman of the
Board and Chief  Executive  Officer of Warrantech  Corporation.  Since  December
1999, Mr. San Antonio serves as Chairman of the Board of MedStrong International


                                       15
<PAGE>

Corporation,  a public company that transports medical records over the Internet
and as Chairman of the Board of Marc  Pharmaceuticals,  Inc.,  a  pharmaceutical
company focusing on the development and commercialization of innovative products
for the treatment of cancer and other diseases.

         JOSEPH  CARRIZZO  has served as a  Director  of the  Company  since its
inception  and has served on the  Company's  Audit  Committee  and  Compensation
Committee  since their  formation.  Mr.  Carrizzo  accepted the  appointment  of
President of the Company on April 26,  2005.  Mr.  Carrizzo  began his career in
1983 at Lehman  Brothers  in the  corporate  bond  department  where he became a
senior  level  medium  term note  trader.  In 1995,  he left Lehman to become an
independent distributor of personal care and anti-aging products.

         DAVID M. BARNES.  Mr.  Barnes became a director of the Company in April
of 2005. Mr. Barnes was also appointed to serve as chairman and financial expert
of the Company's  audit  committee.  Mr. Barnes will also be the chairman of the
Company's compensation  committee.  Mr. Barnes has served as the chief financial
officer of American United Global,  Inc.  ("AUGI") since May 15, 1996, and was a
director  of AUGI from  November  8, 1996  through  June 17,  2003.  Mr.  Barnes
resigned as a member of AUGI's board of directors effective on June 17, 2003 but
was reappointed thereto effective December 9, 2003. Mr. Barnes is also presently
a  member  of  the  Advisory   Board  of   Interactive   Imagination,   Inc.,  a
privately-held  video game  developer  based in  Seattle,  WA.  Mr.  Barnes is a
Certified  Public  Accountant  with over 40 years of  experience  in the private
industry  as well as public  companies.  Mr.  Barnes has been a Chief  Financial
Officer of eight public companies.

         BRIAN O'CONNOR. Mr. O'Connor founded E-Top-Pics in 2001. Prior to this,
Mr.  O'Connor was the vice  president for North  American and Asia Pacific Sales
for the Polaroid Corporation from 1989 to 1998. At Polaroid,  he was responsible
for more than 900 employees in sales and marketing for the entire U.S.  business
that  generated  over $1.1  billion  in sales.  During the past few years he has
negotiated several key marketing  arrangements which have resulted in successful
relationships  with key personnel at Fuji Film America,  Major League  Baseball,
and NASCAR. In addition to his tenure at Polaroid and founding E-Top-Pics, Inc.,
Mr. O'Connor  established an international  consumer sales group in Asia, Japan,
South America,  Africa and the Middle East for Polaroid component products.  Mr.
O'Connor  currently  serves  on the board of  directors  of Dana  Farber  Cancer
Institute and the Jimmy Fund Advisory  Council.  Mr. O'Connor formerly served on
the board of directors of the Carroll  School for Dyslexic  Children and The New
England Sports Museum.


                                       16
<PAGE>

DESCRIPTION OF SECURITIES

         The Company's common stock,  ("SHLP"),  Class A Warrants  ("SHLPW") and
Class  B  Warrants  ("SHLPZ")  are  thinly  traded.  We  are  authorized  by our
certificate  of  Incorporation  to issue  250,000,000  common  shares  par value
$.0001.  We are also  authorized to issue 25,000  shares of preferred  stock par
value $.0001.
         As of June 13, 2005, the Company had outstanding  33,455,033  shares of
its common  stock,  par value $.0001 per share,  2,474,000  Class A Warrants and
2,474,000  Class B Warrants and 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 a warrant to purchase  172,800 shares of
the Company's common stock at a purchase price of $.30 per share.

ITEM 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS.

            (b)   On June 8, 2005, Mr. Brian O'Connor was appointed by the Board
                  of  Directors  and accepted the position of director and Chief
                  Operating  Officer of the Company pursuant to the terms of the
                  Employment Agreement attached hereto as Exhibit 10.1.


ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

            (c)   Exhibits

            10.1  Employment Agreement with Mr. Brian O'Connor.

            99.1  Press release issued by SearchHelp, Inc. on June 9, 2005.

            99.2  Press release issued by SearchHelp, Inc. on June 13, 2005.



                                       17
<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: June 14, 2005

                                             SEARCHHELP, INC.

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



                                       18
{"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": "05895260"}, "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) June 14, 2005 (June 8, 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
                  SEE BELOW.

ITEM 2.01         COMPLETION OF ACQUISITION OF SECURITIES

                  Acquisition of E-Top-Pics, Inc.

         On April 26, 2005, the Company  entered into an agreement to purchase a
privately-held  marketing and distribution  company called  E-Top-Pics,  Inc., a
Massachusetts  corporation  ("ETP"). A copy of the Securities Purchase Agreement
is attached  hereto as Exhibit  2.1. At the closing,  which  occurred on June 8,
2005,  the Company  acquired  100% of the ETP capital  stock in exchange for 4.0
million  shares of our common  stock.  ETP became a  wholly-owned  subsidiary of
SearchHelp, Inc.

         ETP markets and distributes  specialty branded disposable cameras, film
and  accessories.  We believe  that this  acquisition  will help us  establish a
distribution network for our Sentry software products.

RISK FACTORS

         IF WE ARE UNABLE TO GENERATE  SUFFICIENT REVENUES IN THE FUTURE, WE MAY
NOT BE ABLE TO CONTINUE OUR BUSINESS.

As an  investor,  you should be aware of the  difficulties,  delays and expenses
normally  encountered by an enterprise in its development  stage,  many of which
are beyond our  control,  including  unanticipated  research  and  developmental
expenses,  employment costs, and administrative  expenses.  We cannot assure our
stockholders  that our business  plan as  described in this current  report will
materialize  as we plan or  prove  successful,  or that we will  ever be able to
operate profitably. If we cannot operate profitably,  you could lose your entire
investment.  As a  result  of the  nature  of our  business,  we  have  incurred
substantial  operating expenses without generating  significant  revenues.

                                       2
IF WE CONTINUE OUR HISTORY OF LOSSES, IT MAY CAUSE A DECLINE IN OUR STOCK PRICE
OR AN INABILITY TO CONTINUE OUR OPERATIONS.

We incurred  net losses in fiscal 2004 of  $1,338,235.  We have earned less than
$22,000 in revenues from inception through December 31, 2004. As a result, as of
December 31, 2004,  we had  stockholders'  capital of  $1,653,414  and a working
capital  deficiency  of $554,918.  For the three months ended March 31, 2005, we
had  stockholders'  capital of $1,399,757  and a working  capital  deficiency of
$777,379. We cannot be certain whether we will ever earn a significant amount of
revenues or profit,  or, if we do, that we will be able to continue earning such
revenues or profit. Also, the current economic instability may limit our ability
to develop and ultimately  market our  technologies.  Any of these factors could
cause our stock price to decline or cause us to  discontinue  our operations and
may result in our stockholders losing a portion or all of their 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.

We completed our public  offering in July 2003 in which we sold 2,474,000  units
for a total gross  proceeds of  $1,237,000.  Each unit consisted of one share of
common  stock,  one A warrant to purchase  one share of common stock at $.75 and
one B warrant to  purchase  one share of common  stock for $1.75,  at a purchase
price of $.50 per  unit.  We spent  most of the  funds  raised  to pay off debt,
payables  and used the  balance  for  working  capital.  We then began a private
offering in  September  of 2003 to sell  2,400,000  shares of common  stock at a
purchase price of $0.25 per share.  We later increased this offering in November
2003 to sell 7,200,000 shares for an aggregate of $1,800,000.  We sold 6,886,000
shares of common stock for total proceeds of $1,721,500 less $52,750 in offering
costs.  These funds have allowed us to continue to operate since we have not yet
generated any significant revenues. If we are unable to obtain adequate funding,
we may not be able to  successfully  develop  and  market our  products  and our
business will most likely fail.

OUR NEW MARKETING AND DISTRIBUTION BUSINESS IS IN THE EARLY STAGES AND MAY NOT
BE SUCCESSFUL

Our recently  acquired  ETP  business  has entered into  licenses for the use of
NASCAR  and  other  branded  names for the  distribution  of  certain  products,
including  disposable cameras,  film and related  accessories.  Although ETP has
entered  into a  distribution  agreement  with  Fuji  USA,  Inc.  to  distribute
specialty  branded  FUJI  products  in  North  America,  such  agreement  may be
terminated  by Fuji at any time on 30 days notice.  Although ETP and the Company
believe that the long-term  relationship  between  Brian  O'Connor and Fuji will
enable us to continue to  distribute  Fuji  products,  there can be no assurance
that Fuji will not terminate  the agreement in the near future,  or that even if
not  terminated,  that we will be  able  to  sell a  sufficient  number  of Fuji
products to make a meaningful  profit on this part of our business.  Our company
is relying heavily upon the success of this distribution arrangement to generate
significant earnings and cash flow, and the failure of this part of our business
to  achieve  near term  success  would  have a  material  adverse  effect on our
business and prospects.

                                       3
OUR INABILITY TO RETAIN AND ATTRACT KEY PERSONNEL COULD ADVERSELY AFFECT OUR
ABILITY TO DEVELOP OUR PRODUCTS.

We believe that our future  success will depend on the  abilities  and continued
service of certain of our senior management and executive officers, particularly
our Chief  Executive  Officer and President  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.

A PORTION OF OUR IAQ LINE OF BUSINESS MAY REQUIRE US TO REGISTER AS AN
INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED ("1940
ACT") WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS

We are not  registered  and do not intend to register as an  investment  company
under  the  1940 Act or any  similar  state  laws.  As part of our  planned  IAQ
business, we entered into an agreement with Environmental  Commercial Technology
Corp. to acquire for cash and securities an interest in the revenues from a mold
remediation product. If we do not undertake substantial additional activities in
connection  with the product,  it is possible that our investment in the product
could be viewed as an investment  company  activity.  We do not believe that our
planned activity will constitute  investment in securities and, therefore,  will
not cause us to be subject to  regulation  as an  "investment  company."  We may
however be required to register as an  investment  company in order to undertake
this investment.  Although there is a safe harbor exemption in the 1940 Act that
would allow us to use up to 40% of our non-cash assets towards such investments,
even if such investments were deemed to be a security investment activity, it is
unlikely that we will be able to avail ourselves of such safe harbor  exemption.
If this were to occur,  our day-to-day  operations  would then become subject to
the regulatory and  disclosure  requirements  imposed by the 1940 Act. We do not
have the  infrastructure to operate as an investment company and therefore would
not be able to continue doing business.

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,
(ii) the  determination  by schools  that they want to educate and inform  their
families  about the need for monitoring and knowing what their children do while
on the  Internet,  (iii)  the  recognition  by  home  owners  of the  need to be
concerned  about homes'  indoor air quality and (iv) the  awareness of mold as a
growing health concern.  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  which we will offer,  or

                                       4
(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 lower stock price.

THERE CAN BE NO ASSURANCE THAT WE WILL EARN A PROFIT ON THE MOLD REMEDIATION
PRODUCT OR EVEN RECEIVE A RETURN OF ANY PORTION OF OUR INVESTMENT, ALL OF WHICH
COULD BE LOST

We have used a substantial amount of our resources to acquire an interest in the
mold remediation  product. We have paid $500,000 in cash and are required to pay
an  additional  $100,000 in cash.  We have also issued  2,300,000  shares of our
common  stock and issued  warrants  to purchase  2,300,000  shares of our common
stock. This is a substantial commitment of our resources and we will not achieve
any  substantial  benefit  unless the  product  is  effective  for its  intended
purposes and achieves wide market acceptance and sales within a relatively short
period  of  time.  We  were  required  to  effectuate  and pay  the  costs  of a
registration  statement with  Securities and Exchange  Commission for the shares
issued and the shares underlying the warrants issued to Environmental Commercial
Technology  Corp.  and its parent by September  1, 2004.  Since did not register
these  securities by that date, the agreement  allows the warrant exercise price
to be reduced in stages  from $0.33 per share at  September  1, 2004 to a low of
$0.01 at January 1, 2006. At December 31, 2004,  the shares were not  registered
and the reduction in the warrants exercise  aggregating  $138,000 was charged to
operations.  At April 4, 2005,  the shares were not registered and the reduction
in the  aggregate  exercise  price of $184,000 was charged to  operations in the
first quarter of fiscal 2005. If the registration  statement is not effective by
January 1, 2005,  both ECT and its parent may cancel the agreement and keep half
of the common shares  issued;  but, they must  surrender the warrants and refund
the cash to the Company.  The Company is presently in  negotiations  relating to
the calculation of the reduction in the exercise price, but cannot assure you as
to the outcome of such negotiations.

ENVIRONMENTAL COMMERCIAL TECHNOLOGY CORP. MAY NOT MEET ITS OBLIGATIONS

Even if the mold  remediation  product is effective  for its intended  purposes,
there is a substantial risk that Environmental  Commercial  Technology Corp. may
not be able to perform adequately, that it may not be effective in marketing the
product,  that its own rights may be  challenged  or that it will fail to comply
with its  obligations,  both  monetary and  otherwise,  to us. Were any of these
possibilities  to  occur,  we might  suffer  the loss of our  investment  in the
product.

WE WILL FACE COMPETITIVE PRESSURES

We will compete, in all of our proposed businesses,  with other companies,  some
of which  have far  greater  resources  and  experience  than we do.  There  are
established  competitors  and there is ease of market entry for other  companies
which choose to compete  with us.  Effective  competition  could result in price
reductions,  reduced margins or have other negative  implications,  any of which

                                       5
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 BE EXPOSED TO LIABILITY IN OUR INDOOR AIR QUALITY BUSINESS OR IN
CONNECTION WITH FAMILYSAFE SENTRY PRODUCTS

We intend to operate in areas which affect the health and safety of  individuals
and families. It is our intention to improve such health and safety. However, if
any  person  should  be  harmed,  notwithstanding  the  use of our  products  or
services,  we may be sued on various  grounds  including  product  liability  or
negligence. We may seek to obtain insurance to protect us against such potential
liability, but even if we do so, we may be faced with heavy litigation costs and
possible  awards for damages,  any of which would severely  burden our financial
position and stability.

WE COULD EXPERIENCE EXTREMELY HIGH TECHNICAL SUPPORT NEEDS FOR OUR SENTRY CHILD
SOFTWARE PRODUCTS WHICH COULD HARM OUR BUSINESS AND REPUTATION

To succeed with our Sentry  child  software  plans,  we must be certain that the
products  experience a low need for technical support.  Our success in this area
depends on ease of use and customer satisfaction. Our operations depend upon its
ability to protect  its network  infrastructure  and  equipment  and to keep its
information  updated and  correct.  Although we have sought to build  redundancy
into our network and hosting infrastructure,  we could experience  interruptions
in service and  partial  system  failures  due to routing  problems,  hard drive
failures, database corruption and other computer failures. Any of these problems
could seriously damage our business.

RISK RELATED TO E-TOP-PIC'S BUSINESS

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

Many of our  competitors  have  substantially  greater  marketing  and financial
resources  than us.  Some of our  competitors  have held a large  portion of the
commercial  market segment that we are competing for, for a long period of time.
We cannot guarantee that we will be able to penetrate this market and be able to
compete at a profit.

                                       6
THE LOSS OF MR. O'CONNOR, OUR CHIEF OPERATING OFFICER, COULD SERIOUSLY HARM OUR
BUSINESS.

Mr. Brian O'Connor has existing  relationships as well as licenses with Fuji and
NASCAR.  If something  happened to Mr. O'Connor there is no guarantee that these
companies  would renew these  licenses  with us or that we would be able to make
our sales projections.

WE MAY BE SUBJECT TO TRADE RESTRICTIONS AND TARIFFS.

A large portion of our projected  revenues will come from the sales of Fuji Film
and cameras. These products are developed and manufactured in Japan. There is no
guarantee  that Fuji will renew our Level 2 Distributor  agreement.  There is no
guarantee  that Fuji will be able to maintain its  competitive  pricing if there
are trade restrictions placed on Japan. Fuji may terminate this agreement at any
time.

BUSINESS
         SearchHelp,  Inc.  (the  "Company")  was  incorporated  in the State of
Delaware on  September 5, 2001.  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.

         The Company is  investigating  opportunities  that will improve  family
safety and well  being.  The  Company is  currently  focusing on selling its two
software products through its subsidiary,  FamilySafe,  Inc.  ("FamilySafe") and
its newly formed subsidiary  E-Top-Pics,  Inc.  E-Top-Pics will also continue to
sell its film and camera products.

FamilySafe Products

         FamilySafe owns the technology for the Company's two software products,
Sentry  At Home and  Sentry  Remote.  Sentry At Home is a  comprehensive  online
monitoring  software package whereby parents set the security  permission levels
for their children.  It enables parents to monitor their child's behavior on the
Internet by blocking and filtering out inappropriate web sites on AOL, Netscape,
Internet  Explorer and MSN. It also  protects  children  from  potential  online
predators by monitoring  Instant Messaging  applications and chat rooms.  Sentry
Remote enables parents to monitor their child's behavior on the Internet, but it
can also be used remotely  while the parent is not at home. It allows parents to
see on their  computer  screens  exactly what their children are seeing on their
home screens and they can intervene if necessary.  With Sentry  Remote,  parents
are able to be an active  participant in their  children's  Internet  experience
from any computer that is online.

                                       7
The testing of our  software  products is  extremely  important  and on
going. The Company is currently using an independent  company in India to do the
testing for the Sentry products in three areas. First, upgrades and enhancements
are done on a continual  basis to prolong the  lifecycle  of the products and as
new  enhancements  and  upgrades  are  completed,  each item must be tested  for
potential  bugs.  Testing  is also  performed  to make  certain  that  each  new
component does not affect the existing software.  Finally, as with all software,
the  software,  has to be tested to be certain it is  compatible  with all third
party software and new hardware platforms.

         In order to  market  and sell the  Sentry  products,  the  Company  had
entered into an exclusive  manufacturing,  marketing and distribution  agreement
with Family  Trusted  Products,  LLC  ("FTP"),  a company  dedicated to creating
technology-based  products that reinforce the importance of safety for children.
Due to the lack of  marketing  effort  from FTP the  Company  executed  a mutual
termination  agreement  with FTP on April 1,  2005.  The  Company  is  currently
manufacturing  10,000  units of the Sentry At Home  product for retail  sales as
well as continuing to sell both products on the Internet. The date of completion
for  manufacturing is on or about June 30, 2005. The Company is hopeful that the
product will be on  retailer's  shelves  45-60 days after the  completion of the
manufacturing.

         On April 1, 2004,  when the  development  and testing of both  products
were  completed,  the Company  hired the owner of E2Techlabs to be the Company's
Chief Technical  Officer and a  programmer/tester  from the E2Techlabs to be the
Company's in-house programmer and tester. Both of their responsibilities include
working with the developer to assist with  enhancements  and upgrades during the
life cycle of the  products.  Sentry At Home and  Sentry  Remote  both  received
enhancements and upgrades in the last six months. The testing required for these
upgrades and enhancements  took  approximately  six weeks. The testing fees were
approximately  $5,000. The Company has since hired Paradigm  InfoTech,  Inc., to
test  the  products  as they go  through  upgrades,  and  enhancements.  This is
extremely cost effective as we utilize Paradigm's offshore development team.

         Marketing

         The Company  began  selling its Sentry  products in December of 2004 on
the Internet.  The Company created literature and marketing  materials for media
kits.  The Company is using the media kits for retail,  corporate,  reseller and
community outreach programs. The Company's products were recently mentioned in a
Newsday  article  published  on May 2, 2005  entitled,  "Do you know  where your
children  are?".  The Sentry  products also won the Lisa Award for Long Island's
best software presented by ListNet, on May 4, 2005.

         The  Company  will  also  seek  to  market  the  products  focusing  on
grassroots initiatives,  community outreach,  resellers and other media outreach
initiatives.  Recently,  the Company  formed a partnership  with  AmeriCares,  a
nonprofit  disaster relief  organization.  The Company will contribute  $5.00 to
AmeriCares from each software product that is purchased online. On May 11, 2005,
the Company sent a check for $180 for the first quarter ended March 31, 2005 for
the sale of 36 units. The Company plans to seek other nonprofit relationships.

                                       8
The  Company  intends  that  grassroots  initiatives  will  begin  with
Internet  outreach,  whereby the  Company  will seek web sites for free links or
mention of the products, such as web sites for parenting, nonprofits, education,
women  and  technology.  The  Company  has  recently  signed an  agreement  with
Pricegrabber  and made an agreement with Yahoo to help sell the Sentry  software
on the Internet.

         The Company is also  seeking  Value Added  Resellers  ("VAR"),  who are
resellers of software and hardware.  The Company will also consider  utilizing a
direct market reseller  initiative to schools,  nonprofit  organizations,  other
child  activity  places of  business  such as a  pediatrician's  office,  school
photographers and child  organizations such as the Boy Scouts,  Girls Scouts and
Boys and Girls Clubs of America.  The Company will consider purchasing email and
physical  address lists for each group.  Fundraisers  for schools and nonprofits
will be  addressed  as well.  The schools and  organizations  will be  contacted
through Parent Teacher Associations (PTA) and Parent Teacher Organization (PTO),
web sites,  conventions and other mailings.  The Company intends to leverage its
personal relationships to contact various companies seeking corporate alliances.

         Additional strategies include consumer offerings,  expert endorsements,
private  labeled  offerings  that  leverage the  influence  and power of another
entity's  reputation and/or positioning as well as fully embedded offerings into
complementing products, services and providers.

         Competition

         The Company will compete for business  with other  companies  that have
child-monitoring  software that  includes the  following:  NetNanny,  LookSmart,
Ltd.,  Cybersitter,  Solid Oak Software,  Inc. (US),  CyberPatrol,  SurfControl,
MacAfee Parental Controls, Networks Associates Technology, Inc., Norton Parental
Controls,  Symantec Corporation,  FilterPak, S4F, Inc., Cyber Sentinel, Security
Software Systems,  Inc., and Cyber Snoop,  Pearl Software,  Inc. NetNanny is the
best known, with revenues of approximately $4 million, but PC Magazine considers
CyberSitter the best, with revenues of approximately $10 million.

         The Company plans to respond promptly and effectively to the challenges
of  technological  change,  evolving  standards and the  Company's  competitors'
innovations  by continuing to enhance the  Company's  products and services,  as
well as the  Company's  sales and  marketing  channels.  Any pricing  pressures,
reduced margins or loss of market share resulting from increased competition, or
the  Company's  failure  to  compete  effectively,  could  seriously  damage the
Company's business.

Indoor Air Products

         Through the Company's  Indoor Air Quality  subsidiary,  management  has
been exploring opportunities  concerning the quality of living aspects of indoor
air quality ("IAQ").  The increased knowledge and concern with regards to indoor
air toxins and irritants,  combined with the dramatic  increase in the diagnosis
of  childhood  and adult  asthma  and the  potential  impact of these  issues on
general family health represent,  in the Company's  opinion,  an area in need of

                                       9
address and solutions.  The increasing media attention, as well as hard and soft
data related to in-home complaints and associations with IAQ problems, makes the
opportunity to develop a consumer friendly and informative  home-based  solution
appealing to the Company.

         The  Company  has chosen to focus on one of the most  important  issues
within the broader IAQ arena - Mold.  There is a great deal of both  medical and
media  attention  being given to the  detection and the removal of harmful molds
from indoor air systems. The Company has investigated the potential for engaging
in two aspects of the mold issue; (1) providing  definitive products for testing
for  mold  conditions  and  (2)  providing  effective  indoor  mold  remediation
solutions.

         On  February  3, 2004,  the  Company  entered  into an  agreement  with
Environmental  Commercial  Technology Corp.  ("ECT"), a company that was granted
the  rights to market an  organic  compound  for mold  remediation  that has the
ability  to  both  kill  and  prevent  the  growth  of  mold  and  fungus  in an
environmentally  safe manner.  Pursuant to the agreement the Company is entitled
to receive an  interest  equal to 5% of the gross  revenue  from the sale of the
product by ECT. In return, the Company provided immediate development capital of
$500,000 and was obligated to pay ECT an additional $100,000 in August 2004. The
Company will also provide  consulting  services in connection with the marketing
and sales of the product,  especially in the consumer  marketplace.  The Company
granted ECT and its parent  company,  Bioneutral  Laboratories  Corporation  USA
("Bioneutral"),  as  additional  consideration,  a total of 2,300,000  shares of
common stock and a warrant to purchase up to 2,300,000 shares of common stock at
a purchase  price of $.33 per share.  The Company is  required  to register  the
stock  issued to  Bioneutral  and ECT.  If the  shares  were not  registered  by
September  2004,  the purchase  price of the common stock would fall by $.01 per
share per month through  December 2004. If they continue to be  unregistered  by
January 2005, the purchase price of the common stock will fall by $.02 per share
per a month until they are  registered  or until the purchase  price equals $.01
per share in January 2006. If the shares are not  registered by January 1, 2005,
ECT can terminate the agreement, but would have to return the Company's $500,000
and a portion  of the stock  issued to ECT and  Bioneutral.  For the year  ended
December  31,  2004,  the  price  of the  warrants  fell a total of $.06 and the
operations  of the Company were charged  $138,000.  For the first  quarter ended
March 31, 2005 the warrants fell an additional  $.08 and operations were charged
$184,000.  At May 11,  2005,  the  shares  were not  registered.  Management  is
currently  negotiating  with  ECT to  change  the  way  the  purchase  price  is
calculated, but cannot assure you as to the outcome of such negotiations.

         The  Company  has  been  recently  informed  by ECT's  parent  company,
Bioneutral that the Environmental Protection Agency ("EPA") is expected to issue
guidelines  specific to mold prior to the end of fiscal year 2005. To date,  the
EPA does not have specific  guidelines  pertaining to mold.  Companies,  such as
ECT/Bioneutral, who wish to obtain EPA approval for a specific application, such
as for  mold,  must  submit  the  specific  protocol  to the EPA  for  approval.
Currently,  ECT/Bioneutral have submitted their specific protocol to the EPA for
mold that  pertains to hard  surface  applications.  No  assurance  can be given
whether or not the EPA will ever grant Bioneutral/ ECT a registration.

                                       10
Since ECT/Bioneutral is waiting for EPA approval, the Company will not
make the final payment of $100,000 until ECT begins to generate revenue from the
mold compound. The Company expects to begin to receive its 5% interest from this
venture at such time.

         Marketing

         ECT continues to be the  responsible  party for all marketing and sales
of  the  mold  remediation  compound.  The  product  will  be  marketed  through
remediation companies that specialize in the remediation of mold and fungi.

         Competition

         The Company will compete for business with many IAQ companies,  many of
whom have greater experience, expertise and/or greater resources than ECT.

FUTURE PRODUCTS

         SearchHelp  continues  to  evaluate  the  viability  and need for other
security and imaging type products. With this in mind, it has just completed its
beta version of a corporate  monitoring  product called Sentry Office  Controls,
that will allow  employers  to not only  monitor  the time  efficiency  of their
employees,  but also to filter  and/or  eliminate  access  to web  sites  deemed
inappropriate during work hours.

BUSINESS E-TOP-PICS, INC.

         On April 26,  2005,  the Company  entered  into a  Securities  Purchase
Agreement  to purchase  E-Top-Pics,  Inc.  ("ETP"),  a  Massachusetts  marketing
company.  ETP licenses sports  tradenames and images and markets and distributes
disposable cameras and other products using the licensed images,  likenesses and
logos.

         Management  believes  that this  purchase  and the  proven  distributor
relationships  with  traditional  retail stores that ETP has had experience with
will be enable  this new  subsidiary  to also  generate  net sales of the Sentry
products. We also believe that ETP will help spearhead  SearchHelp's  previously
intended   plan  to   distribute   Sentry  to  law   enforcement,   educational,
pediatrician, charitable organization, and in-home-computer-technician channels.

ETP NASCAR Racing Team Flash Cameras

ETP has built a strong relationship with NASCAR, and holds licensing  agreements
with four  NASCAR  racing  teams.  ETP has  entered  into an  exclusive  license
agreement with FUJI USA, Inc. under which ETP sells the "Fujicolor QuickSnap Car
Driver Series," which are one-time-use flash cameras. The cameras decor features
the driver's image,  signature and race car number.  These affinity  cameras are
distributed at NASCAR racing events and throughout North America at various mass
retailers including Wal-Mart,  Target, Brooks,  Walgreens and CVS, all retailers
that use Fuji as its' primary camera supplier.

                                       11
In addition to the Fujicolor QuickSnap Car Driver Series flash cameras,  ETP has
just  completed  a shipment of key chains  that carry the NASCAR  racing  team's
logo, and is also in talks with a major  headwear  manufacture  about  marketing
their products.

ETP  expects  sales  from  their  "NASCAR   related   product"  sector  to  grow
significantly  during the next few years,  as auto  racing  continues  to be the
fastest growing spectator sport in the United States.

Fuji INSTAX Commercial Market Products

ETP has also built a strong relationship with the Commercial Sales and Marketing
Group at Fuji Film America. We believe that this is because ETP has shown it has
a great ability to market and distribute  Fuji film product in the United States
market  where Fuji has limited  commercial  sales force or  expertise.  Prior to
April 2004, sales of Fuji FP-100  professional  line film only represented 2% of
the U.S. film market.  This market share grew to 18% by the end 2004,  primarily
due to ETP's distribution of over $5 million of this FP-100 film.

Due to its recent  success,  Fuji has now  contracted  with ETP to launch Fuji's
commercial line of INSTAX cameras and INSTAX wide format pack film in the United
States  beginning  in June  2005;  a $400  million  market  in the U.S.  that is
currently dominated by Polaroid.

Under the terms of the  agreement,  ETP has been engaged as an  authorized  Fuji
distributor.  The  agreement  may be terminated by Fuji at any time in the event
that ETP fails to achieve and maintain satisfactory sales performance levels.

In the  photography  industry,  Fuji is only second to Canon Inc., with over $20
billion in revenue.  We believe that the financial  strength,  credit rating and
market  position of Fuji compared to that of Polaroid  (which  recently  emerged
from reorganization) will increase the likelihood that Fuji will capture a large
portion of the instant film market from Polaroid over a short period of time.

Fenway Park Sky-Box

ETP owns a three-year  lease  agreement on a Sky-Box at Fenway Park, the home of
the Boston Red Sox  baseball  team that won the 2004  World  Series.  Due to the
limited  number of  sky-boxes  at Fenway,  and due to the Red Sox team's  recent
success,  this Sky-Box is in great demand.  ETP earns revenue by subleasing  the
sky-box  on a  per-night  basis  for all 81 home  games,  and for any  scheduled
concerts  held at Fenway.  ETP has the first right of refusal to renew the lease
every three-years.

While this subleasing has allowed ETP to generate revenues and profits,  it also
has  allowed  ETP to  establish  great  business  relationships  with many local
companies  in  the  Boston  area.  In  addition,  O'Connor  has a  long-standing
relationship  with Major League  Baseball and a number of its current and former
players such as Carl Yastrzemski and Louis Tiant.

In fiscal  2004,  ETP  generated  profits  of over  $50,000 on net  revenues  of
approximately $120,000 from its leasing the Sky-box for corporate events.

                                       12
Key Personnel of ETP

Mr. Brian O'Connor  founded  E-Top-Pics in 2001. Prior to this, Mr. O'Connor was
the vice  president  for North  American and Asia Pacific Sales for the Polaroid
Corporation from 1989 to 1998. At Polaroid, he was responsible for more than 900
employees in sales and  marketing for the entire U.S.  business  that  generated
over $1.1 billion in sales.  During the past few years he has negotiated several
key marketing arrangements which have resulted in successful  relationships with
key  personnel at Fuji Film  America,  Major  League  Baseball,  and NASCAR.  In
addition to his tenure at Polaroid and founding  E-Top-Pics,  Inc., Mr. O'Connor
established an international consumer sales group in Asia, Japan, South America,
Africa and the Middle East for Polaroid component  products.  O'Connor currently
serves on the board of directors of 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.

The Market

Currently there is an annual market for instant film and cameras of between $400
and 450 million dollars in the United States.

MARKETING
We are in the process of hiring four sales people that have years of  experience
in distribution of the instant film and camera products. These sales people will
be hired  directly by Mr.  O'Connor and have an  established  account  base.  In
addition  to the  commercial  market  the  Company  is  also  pursuing  the  law
enforcement  segment which has an existing need for the instant cameras and film
and showed interest in our on line monitoring and filtering products.

COMPETITION

Polaroid and Hewlett Packard are most likely to be our biggest competitors. They
have been  around the  longest  and have well known  names in the  industry  for
instant film, cameras and digital printer lines.

LEGAL PROCEEDINGS.

           None

EMPLOYEES

As of June 13, 2005,  the Company had four full time employees and one part-time
employee.

                                       13
INSURANCE

We currently have general liability, Workers Compensation, Disability, Directors
and Officers and Errors and Omissions  insurance  policies in effect. We believe
this coverage to be adequate and consistent with reasonable business practices.

DESCRIPTION OF PROPERTY

         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, 2004 and is  guaranteed  by the  Company's  president.  The rent is
$1,107 per month ($13,280 per year).  There was an annual  increase of $320 from
the 2004 lease. The Company has a security deposit with its landlord of $2,155.

MANAGEMENT

                        DIRECTORS AND EXECUTIVE OFFICERS

         The Company has a six-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     44     Chairman of the Board of Directors, Chief Executive           2001
                            Officer, acting Chief Financial Officer, Vice President
                            and Treasurer

Debbie Seaman        46     Director and Secretary                                        2001

Joel San Antonio     52     Director                                                      2001

Joseph Carrizzo      47     President and Director                                        2001

David Barnes         62     Director                                                      2005

Brian O'Connor       59     Director and Chief Operating Officer                          2005
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WILLIAM BOZSNYAK has served as the Chief Executive  Officer,  Treasurer
and Chairman of the Board of the Company since its inception in January 2001 and
became its Chief  Financial  Officer and Vice  President in September  2002. Mr.
Bozsnyak  served as Chief  Financial  Officer  until April 2004 and as President
until September 2002. Mr. Bozsnyak will serve as interim Chief Financial Officer
until the Company is able to find a suitable replacement.  In 1998, Mr. Bozsnyak
created a local  portal that  focused on small  businesses  whose needs were not
being met on a national level. This portal ultimately became the Company.  Prior
thereto,  Mr.  Bozsnyak had worked in the financial  services  industry,  having
joined J.P.  Morgan  Securities  Inc. in 1982 and become a vice president in its
Institutional  Fixed Income Sales Department.  In 1993, Mr. Bozsnyak left Morgan
to join UBS Securities Inc. (Union Bank of Switzerland)  where he remained until
1998.  He was a vice  president in its Global Fixed Income  Department  and sold
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 B.S.  degree
in Business Administration and a minor in Finance.

         DEBBIE  SEAMAN has served as a Director  and  Secretary  of the Company
since its inception and has been  President  since  September  2002.  Ms. Seaman
resigned her position as President of the Company on April 26, 2005.  Ms. Seaman
remains  Secretary and Director of the Company.  Before  September  2002 she had
served as Vice  President.  Ms.  Seaman  has,  since 1987,  been an  independent
consultant to small and medium sized construction,  law, marketing,  publishing,
politics  and  travel  companies.  In  this  capacity,  Ms.  Seaman  works  as a
strategist to increase the value of the companies as a whole, while also helping
management and staff foster  improved  performance and  cooperation.  Ms. Seaman
continues  to provide  consulting  services on a part-time  basis.  She has also
worked  for  numerous  nonprofit  organizations  such as the  National  Multiple
Sclerosis Society,  Nassau/Suffolk Law Services, NYS Youth Bureaus,  Surrogate's
Court and North Shore Child & Family Guidance Center where her  responsibilities
included departmental administration,  policy and program development, community
project organizing,  public speaking,  grant writing and clinical practice.  Ms.
Seaman received her Bachelors degree from State  University  College of New York
and her Masters degree in Social Work from Virginia  Commonwealth  University in
1981. In 2000, Ms. Seaman was awarded the Outstanding Community Leadership Award
from the National Multiple Sclerosis Society, Long Island Chapter.

         JOEL  SAN  ANTONIO  has  been a  Director  of  SearchHelp,  Inc.  since
September 2001 and has served on the Company's Audit Committee and  Compensation
Committee since their  formation.  Mr. San Antonio resigned from his position of
chairman of the audit  committee  on April 26, 2005.  Mr. San Antonio  began his
career  as  co-founder  of a  sportswear  manufacturer  in the  women's  fashion
industry.  In 1983, Mr. San Antonio and his partner exited the fashion  industry
and  founded  Warrantech  Corporation,  a third party  administrator  of service
contracts and extended warranty programs. The Company went public in 1984 and in
September  1997 was  recognized  by Fortune  Magazine as one of the "100 Fastest
Growing Companies in America".  Today, Mr. San Antonio serves as Chairman of the
Board and Chief  Executive  Officer of Warrantech  Corporation.  Since  December
1999, Mr. San Antonio serves as Chairman of the Board of MedStrong International

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Corporation,  a public company that transports medical records over the Internet
and as Chairman of the Board of Marc  Pharmaceuticals,  Inc.,  a  pharmaceutical
company focusing on the development and commercialization of innovative products
for the treatment of cancer and other diseases.

         JOSEPH  CARRIZZO  has served as a  Director  of the  Company  since its
inception  and has served on the  Company's  Audit  Committee  and  Compensation
Committee  since their  formation.  Mr.  Carrizzo  accepted the  appointment  of
President of the Company on April 26,  2005.  Mr.  Carrizzo  began his career in
1983 at Lehman  Brothers  in the  corporate  bond  department  where he became a
senior  level  medium  term note  trader.  In 1995,  he left Lehman to become an
independent distributor of personal care and anti-aging products.

         DAVID M. BARNES.  Mr.  Barnes became a director of the Company in April
of 2005. Mr. Barnes was also appointed to serve as chairman and financial expert
of the Company's  audit  committee.  Mr. Barnes will also be the chairman of the
Company's compensation  committee.  Mr. Barnes has served as the chief financial
officer of American United Global,  Inc.  ("AUGI") since May 15, 1996, and was a
director  of AUGI from  November  8, 1996  through  June 17,  2003.  Mr.  Barnes
resigned as a member of AUGI's board of directors effective on June 17, 2003 but
was reappointed thereto effective December 9, 2003. Mr. Barnes is also presently
a  member  of  the  Advisory   Board  of   Interactive   Imagination,   Inc.,  a
privately-held  video game  developer  based in  Seattle,  WA.  Mr.  Barnes is a
Certified  Public  Accountant  with over 40 years of  experience  in the private
industry  as well as public  companies.  Mr.  Barnes has been a Chief  Financial
Officer of eight public companies.

         BRIAN O'CONNOR. Mr. O'Connor founded E-Top-Pics in 2001. Prior to this,
Mr.  O'Connor was the vice  president for North  American and Asia Pacific Sales
for the Polaroid Corporation from 1989 to 1998. At Polaroid,  he was responsible
for more than 900 employees in sales and marketing for the entire U.S.  business
that  generated  over $1.1  billion  in sales.  During the past few years he has
negotiated several key marketing  arrangements which have resulted in successful
relationships  with key personnel at Fuji Film America,  Major League  Baseball,
and NASCAR. In addition to his tenure at Polaroid and founding E-Top-Pics, Inc.,
Mr. O'Connor  established an international  consumer sales group in Asia, Japan,
South America,  Africa and the Middle East for Polaroid component products.  Mr.
O'Connor  currently  serves  on the board of  directors  of Dana  Farber  Cancer
Institute and the Jimmy Fund Advisory  Council.  Mr. O'Connor formerly served on
the board of directors of the Carroll  School for Dyslexic  Children and The New
England Sports Museum.

                                       16
DESCRIPTION OF SECURITIES

         The Company's common stock,  ("SHLP"),  Class A Warrants  ("SHLPW") and
Class  B  Warrants  ("SHLPZ")  are  thinly  traded.  We  are  authorized  by our
certificate  of  Incorporation  to issue  250,000,000  common  shares  par value
$.0001.  We are also  authorized to issue 25,000  shares of preferred  stock par
value $.0001.
         As of June 13, 2005, the Company had outstanding  33,455,033  shares of
its common  stock,  par value $.0001 per share,  2,474,000  Class A Warrants and
2,474,000  Class B Warrants and 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 a warrant to purchase  172,800 shares of
the Company's common stock at a purchase price of $.30 per share.

ITEM 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS.

            (b)   On June 8, 2005, Mr. Brian O'Connor was appointed by the Board
                  of  Directors  and accepted the position of director and Chief
                  Operating  Officer of the Company pursuant to the terms of the
                  Employment Agreement attached hereto as Exhibit 10.1.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

            (c)   Exhibits

            10.1  Employment Agreement with Mr. Brian O'Connor.

            99.1  Press release issued by SearchHelp, Inc. on June 9, 2005.

            99.2  Press release issued by SearchHelp, Inc. on June 13, 2005.

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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: June 14, 2005

                                             SEARCHHELP, INC.

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

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