**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549




**Form
      10-KSB**




**x
      ANNUAL REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF** **1934**




For
      the
      fiscal year ended: December 31, 2006




**o
      TRANSITION REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT** **OF
      1934**




For
        the
        transition period from _______________ to_______________
  Commission
        file number 333-97687
  SearchHelp,
        Inc.
 (Name
        of
        small business issuer in its charter)
 Delaware
                11-3621755(State
                    or other jurisdiction of
                (I.R.S.
                    Employerincorporation
                    or organization)
                Identification
                    No.)6800
                    Jericho Turnpike, Suite 208E, Syosset, New York
                11791(Address
                    of principal executive offices)
                (Zip
                    Code)Issuer's
                    telephone number (516) 922-4765




Securities
      registered under Section 12(b) of the Exchange Act: None




Title
                of each class
            
            Name
                of each exchange on which  registered




Securities
      registered under Section 12(g) of the Exchange Act:




**Common
      Stock**


(Title
      of
      class)




**Class
      A Warrant to Purchase Common Stock**


(Title
      of
      class)




**Class
      B Warrant to Purchase Common Stock**


(Title
      of
      class)




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes xNo o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of registrant's knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-K
      or any other amendment to this Form 10-KSB. o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchanges Act) Yes oNo x




Issuer's
      revenues for its fiscal year ended December 31, 2006: $319,309.




The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price of the average bid and ask
      price of $0.40 of such common equity as of March 30, 2007, is
      $15,377,974.




The
      outstanding number of shares of common stock, par value $0.0001 per share,
      of
      the issuer as of March 30, 2007 was 38,444,934.




**DOCUMENTS
      INCORPORATED BY REFERENCE**




NONE




Transitional
      Small Business Disclosure Format (check one): Yes o; No x









Table
        of
        Contents
  PART
                  IItem
                  1.
              Description
                  of Business
              
              3Item
                  2.
              Description
                  of Property
              
              5Item
                  3.
              Legal
                  Proceedings
              
              6Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              
              7PART
                  IIItem
                  5.
              Market
                  for Common Equity and Related Stockholder Matters
              
              7Item
                  6.
              Management's
                  Discussion and Analysis or Plan of Operation
              
              9Item
                  7.
              Financial
                  Statements
              
              19Item
                  8.
              Changes
                  In and Disagreements With Accountants on Accounting and Financial
                  Disclosure
              
              20Item
                  8A
              Controls
                  and Procedures
              
              20Item
                  8B.
              Other
                  Information
              
              20PART
                  IIIItem
                  9.
              Directors,
                  Executive Officers, Promoters, Control Personsand
                  Corporate Governance; Compliance With Section 16(a) of the Exchange
                  Act
              
              20Item
                  10.
              Executive
                  Compensation
              
              23Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              
              25Item
                  12.
              Certain
                  Relationships and Related Transactions
              
              26Item
                  13.
              Exhibits
              
              26Item
                  14.
              Principal
                  Accountant Fees and Services
              
              28





**SPECIAL
      NOTE ON FORWARD-LOOKING STATEMENTS**





This
      Annual Report contains forward-looking statements within the meaning of the
      Private Securities Litigation Reform Act of 1995. These forward-looking
      statements are based largely on our expectations and are subject to a number
      of
      risks and uncertainties, many of which are beyond our control. Actual results
      could differ materially from these forward-looking statements as a result of,
      among other factors, risks related to the large amount of our outstanding term
      loan; history of net losses and accumulated deficits; reliance on third parties
      to market, sell and distribute our products; future capital requirements;
      competition and technical advances; dependence on the oil services market for
      pipe and well cleaners; ability to protect our patents and proprietary rights;
      reliance on a small number of customers for a significant percentage of our
      revenues; and other risks. In light of these risks and uncertainties, there
      can
      be no assurance that the forward-looking information contained in this Annual
      Report will in fact occur.




2


**PART
      I**




**Item
      1. Description of Business**




SearchHelp,
      Inc. was incorporated in the State of Delaware on September 5, 2001 and
      completed its initial public offering on July 23, 2003. The Company has two
      operating subsidiaries, FamilySafe, Inc. ("FamilySafe") and E-Top-Pics, Inc.,
      ("ETP"). As used in this annual report on Form 10-KSB, references to the
“Company,” “SearchHelp,” “we,” “us,” “our” or similar terms mean SearchHelp,
      Inc. and its consolidated subsidiaries.




**Business
      Summary**




The
      Company's business consists principally of the development, sale and
      distribution of parental control and monitoring software and services and
      imaging products.




**E-Top-Pics,
      Inc.**




In
      order
      to establish a broad, national distribution network of both traditional and
      non-traditional software retailers for our Sentry Parental Control products,
      SearchHelp acquired ETP on June 8, 2005. With the acquisition, the Company
      gained access to ETP's distribution channels and management experience in sales,
      production and packaging, inventory management, marketing and retail channel
      management.




**FamilySafe**




FamilySafe
      owns the technology for two of the Company's software products, "Sentry At
      Home"
      and "Sentry Remote", which together with our “Sentry Predator Locator” product
      are generally referred to in this report as the Company’s Sentry Parental
      Control products.




**SearchHelp’s
      Sentry Parental Control Software Products**




Sentry
      Parental Controls are award winning parental control products that offer
      advanced internet filtering and monitoring solutions to protect children while
      they surf the web, instant message or chat with others. Parents receive instant
      violation alerts via cell phone and email concerning their child’s browser and
      I.M./Chat communications.




*Sentry
      At Home*




Sentry
      At
      Home is a comprehensive, Internet based, filtering and blocking software package
      that uses proprietary SmartAgent Technology to allow parents to monitor what
      their children are doing online from any computer in the world. Sentry At Home
      proactively addresses issues concerning online safety by protecting children
      from Internet pornography, online predators and inappropriate content. Sentry
      At
      Home instantly alerts parents by email or by cellular telephone if a violation
      occurs.




*Sentry
      Remote*




Sentry
      Remote allows parents to watch their children’s online activities, live, in
      real-time using our proprietary Sentry RemoteTV technology from any computer
      with Internet access, anyplace or anytime. Sentry Remote protects children
      when
      they are online by instantly alerting parents by email or by cellular telephone
      the moment a child’s online activities put them in danger or deviates from
      guidelines established by the parent. Sentry Remote enables parents to intervene
      to stop inappropriate behavior from any other computer or cell phone including
      the ability to remotely shut down the computer, terminate all online activity
      and lock the computer down.




*Sentry
      Predator Locator*




Sentry
      Predator Locator gives parents the ability to see where registered sex offenders
      live and receive notification if one moves into their neighborhood via email,
      cell phone or message to users' desktops. Sentry Predator Locator also notifies
      parents of abducted children in their local area by sending Amber Alert
      information, within minutes of notification by the National Center for Missing
      and Exploited Children.




SearchHelp
      management believes that aggressively expanding its distribution channels will
      not only benefit sales of Sentry Parental Controls, but future products that
      the
      Company is developing or will acquire.




3




**Competition**




The
      Company competes for business with other companies that have child-monitoring
      software that includes the following: NetNanny (ContentWatch, Inc.), Cybersitter
      (Solid Oak Software, Inc. (US)), CyberPatrol (SurfControl), McAfee 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.).




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.




**Imaging
      Products**





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





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




The
      termination of the Supply Agreement means that ETP is not be required to meet
      the minimum purchase quantities specified in the agreement, but ETP is obligated
      by the terms of the agreement to consummate the purchase of products ordered
      prior to termination. ETP and Fuji worked together to conclude the disposition
      of such products without having a material adverse effect on the Company’s
      financial statements. Management has not made any decision as to whether ETP
      will discontinue the imaging-products portion of its business.




**Marketing**





The
      Company conducted a “soft launch” of its Sentry At Home software in CompUSA
      stores during November and December 2005 to validate its packaging and pricing
      which was well received. As a result, the Company is currently shipping all
      three of its Sentry software products on both a consignment and net sale basis
      to over 4,000 locations nationwide, including national retailers Target, Bed,
      Bath & Beyond, CompUSA, Fry’s Electronics, Office Max, MicroCenter, Duane
      Reade, BJ’s, Tiger Direct, Sam’s Clubs, TJ Maxx and Meijer. In addition, the
      Company has signed two Original Equipment Manufacturer (OEM) contracts to
      include its software products on over 1.5 million new computers distributed
      in
      North America beginning in April 2007.





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





On
      May 2,
      2006, our Sentry Predator Locator product won a “LISA” award, sponsored annually
      by LISTnet, the Long Island Software & Technology Network, as one of Long
      Island’s top software products of 2006. On August 8, 2006, our Sentry Remote
      product was named an “Outstanding Product” in iParenting Media’s annual
      competition for notable new products serving the needs of parents. Additionally,
      our entire Sentry line of products will be featured on PTG TV’s (www.ptgtv.com)
“Pulse on America” series. The segment will appear in select nationwide markets
      on the ABC Family Network and regionally on CNN’s Headline News network
      throughout the remainder of 2006 and early 2007.




4





Recently,
      we have made significant headway in securing national media attention for our
      Sentry products in the wake of the Foley Congressional page scandal and the
      increased general awareness of the dangers to children on the Internet. During
      October 2006, our executives were interviewed for several nationally syndicated
      radio shows including the Jim Blasingame Show, Into Tomorrow with Dave Graveline
      and Computer America with host Craig Crossman.





On
      October 18, 2006, SearchHelp was featured in a Wall Street Journal article
      about
      Internet monitoring software and CBS Radio carried the story to its nationwide
      affiliate network. Our Sentry Remote product was featured on an NBC "Today"
      show
      segment on protecting children on the Internet which aired October 20, 2006
      and
      CBS “The Early Show” featured SearchHelp and its Sentry products in a segment
      about the dangers of instant messaging that aired on October 31, 2006.





In
      early
      January 2007, SearchHelp exhibited its products at the 2007 International
      Consumer Electronics Show (“CES”) in Las Vegas. Since this was our third year at
      CES, we received significant traffic and attention at our booth and held several
      meetings with major retailers and potential strategic partners at the show.
      Additionally we debuted our new Sentry Mobile product which will be the first
      product on the market to allow parents to monitor text messaging on a child’s
      cell phone. We expect this product to hit store shelves sometime in the second
      half of 2007.





**Economic
      Dependency**





The
      Company sells its products through distributors to major retailers throughout
      the United States. At December 31, 2006, two customers, each of which accounted
      for more than 10% of the Company’s accounts receivable, accounted for 67% of
      total accounts receivable in the aggregate. At December 31, 2005, one customer
      accounted for 92% of total accounts receivable. The Company maintains adequate
      reserves for potential credit losses and such losses have been minimal and
      within management’s estimates.





In
      2006,
      the four largest customers, each of which accounted for more than 10% of the
      Company’s sales, accounted for 71% of total sales in the aggregate. In 2005, the
      single largest customer accounted for 89% of sales.





In
      2006,
      the Company, for reasons of convenience, consistency and economy of scale,
      purchased its entire inventory from one vendor. This risk is mitigated to a
      great extent by the extensive availability of similar vendors at competitive
      prices throughout the United States.




**Intellectual
      Property**




To
      date,
      we have not applied for any patent, trademark, trade name or copyright
      protection in any jurisdiction in which it operates. We intend to file to
      protect its trademarks and trade names in selected jurisdictions. We therefore
      rely on trade secret laws and confidentiality provisions in our agreements
      to
      prevent the unauthorized disclosure and use of our intellectual
      property.




**Employees**




As
      of
      March 30, 2007, the Company had nine full time employees.




**Item
      2. Description of Property.**




The
      Company leases an executive office consisting of 1,868 square feet at 6800
      Jericho Turnpike, Suite 208E, Syosset, New York 11791. The lease commenced
      on
      July 31, 2006 and has a five year and two month term. The current rent is $4,268
      per month ($51,221 per year) and increases approximately 3% per annum. The
      Company has a security deposit with its landlord of $8,406.




ETP
      leases 1,404 square feet of office space at 56 Roland Street, Boston,
      Massachusetts on a month to month basis. The annual rent is
      $26,970.




Rent
      expense was $66,557 and $22,270 for the years ended December 31, 2006 and 2005,
      respectively.





5




**Item
      3. Legal Proceedings.**




*AmberAlertAgent
      Development Co., LLC, et.al. v. SearchHelp Inc., et. al*




On
      February 20, 2007, subsequent to the balance sheet date, SearchHelp was served
      with a complaint that was filed in the Superior Court of California in San
      Diego
      County on February 8, 2007, entitled AmberAlertAgent Development Co., LLC,
      a
      California Limited Liability Company; Perkins, Brinson, Ho, LLC, a California
      Limited Liability Company; Philip Dizon, an individual; Edward Sullivan, an
      individual; Gil Amelio, an individual; Richard A. Weintraub, an individual;
      Carl
      Perkins, an individual; and Duane Brinson, an individual v. Searchhelp, Inc.,
      a
      Delaware Corporation; and Does 1-20. The claims against the Company arise out
      of
      an Exchange Agreement entered into between AmberAlertAgent, Inc. (“AAA”),
      certain of the plaintiffs and the Company pursuant to which the Company
      purchased all the issued and outstanding shares of AAA in exchange for 1.5
      million shares in the Company. The shares in the Company acquired by the
      plaintiffs were to be held in escrow until plaintiffs completed the development
      of software, and provided certain other services, as set forth in a Consulting
      Agreement between plaintiffs and the Company.




In
      their
      Complaint, plaintiffs allege that they have performed all services required
      to
      be performed by the parties’ agreements, including the development of the
      software described in the Consulting Agreement. The Complaint seeks (i) a
      declaratory judgment that plaintiffs have performed their obligations under
      the
      parties’ agreements and are entitled to the release of their shares in the
      Company from escrow, (ii) an accounting of the profits of the Company and the
      payment of any amounts due as determined by such an accounting, which the
      Complaint alleges to be an amount that exceeds $25,000, and (iii) damages,
      on a
      quantum meruit claim, in the amount of $330,840, arising out of services
      purportedly provided by the plaintiffs for which they allegedly were not
      compensated. The Company disputes each of these claims and, in particular,
      disputes plaintiffs’ assertion that they have performed the services they were
      obligated to perform under the parties’ agreements.




The
      Company contends that the conditions for release of escrow have not been met
      and
      that the services were never ordered or required by the Company or the terms
      of
      the contract. SearchHelp’s management and legal counsel has reviewed the
      complaint and the Company believes it to be lacking in merit. Therefore,
      SearchHelp will defend the litigation vigorously and not only assert any
      counterclaims it may have, but also seek reimbursement of the costs and fees
      it
      incurs in the litigation.




*Joseph
      Carrizzo*





Subsequent
      to the balance sheet date, Joseph Carrizzo resigned as the Company’s President
      and a director. The Company attempted to negotiate the terms of a separation
      agreement with Mr. Carrizzo. On March 20, 2007, the Company received a letter
      from Mr. Carrizzo in which he formally advised the Company that he was
      terminating his employment as a result of the Company’s alleged material breach
      of his employment agreement. The Company contends that Mr. Carrizzo voluntarily
      terminated his employment with the Company.





Although
      no legal proceeding has been commenced, on March 20, 2007 and on March 29,
      2007,
      the Company received correspondence from counsel to Mr. Carrizzo alleging that
      Mr. Carrizzo was entitled to severance payments and threatening litigation
      if
      such payments were not received. Counsel for Mr. Carrizzo alleged that the
      Company was in material breach of the employment agreement because of its
      failure or inability to pay compensation and benefits when due to Mr. Carrizzo,
      its constructive termination of Mr. Carrizzo’s employment by changing the nature
      of his duties, its termination of Mr. Carrizzo’s employment without good cause
      and other failures or refusals to comply with a material term of the employment
      agreement.





Mr.
      Carrizzo claims that he is entitled to (i) a cash bonus of $50,000, with
      interest, (ii) accrued base salary and automobile allowance from October 20,
      2006 in the amount of $60,923, (iii) a severance payment equal to Mr. Carrizzo’s
      base salary and automobile allowance for the remaining term of the employment
      agreement, (iv) accrued vacation pay in the amount of $38,331, (v) accelerated
      vesting of all stock options granted to Mr. Carrizzo notwithstanding the
      termination of his employment and, as to stock options granted under the
      employment agreement, the right to exercise those options through their stated
      expiration date, (vi) continued maintenance of health insurance benefits for
      an
      unspecified duration in the amount of $408 per month and (vii) reimbursement
      for
      outstanding telephone charges.




6





The
      Company contends that Mr. Carrizzo voluntarily terminated his employment with
      the Company and is therefore not entitled to any compensation other than accrued
      and unpaid compensation and benefits through the date of resignation. The
      Company’s management believes that the Company has substantial defenses to any
      action that Mr. Carrizzo may commence. . While the Company will continue to
      negotiate an amicable separation with Mr. Carrizzo, the Company will vigorously
      defend any litigation which is commenced and evaluate what, if any,
      counterclaims should be asserted against Mr. Carrizzo.




**Item
      4. Submission of Matters to a Vote of Security Holders.**




No
      matters were submitted to a vote of security holders during the fourth quarter
      of 2006.





**PART
      II**




**Item
      5. Market for Common Equity and Related Stockholder
      Matters.**




SearchHelp's
      public offering was completed on July 23, 2003. A total of 2,474,000 units
      were
      sold in the public offering. Each unit consisted of one share of Common Stock,
      one Class A Warrant, exercisable for five years, to purchase one share of Common
      Stock at $0.75 per share ("Class A Warrant") and one Class B Warrant,
      exercisable for seven years, to purchase one share of Common Stock at $1.75
      per
      share ("Class B Warrant"). The Common Stock, Class A Warrants and Class B
      Warrants are quoted on the OTC Bulletin Board and trade under the symbol SHLP,
      SHLPW and SHLPZ respectively.




As
      of
      March 30, 2007, the Company had outstanding 38,444,934 shares of its Common
      Stock, par value $0.0001 per share, 2,474,000 Class A Warrants and 2,474,000
      Class B Warrants. None of the Class A Warrants or Class B Warrants have been
      exercised. Also outstanding were a placement agent warrant to purchase 247,400
      units comprised of one share of common stock, one Class A Warrant and one Class
      B Warrant, a various placement agent warrants to purchase a total of 569,700
      shares of the Company's Common Stock at a purchase prices ranging from $0.30
      per
      share to $0.50 per share





**Price
      Range of Common Stock**





The
      following table shows the high and low bid prices of the Company’s Common Stock
      as quoted on the OTC Bulletin Board by quarter during each of our last two
      fiscal years ended December 31, 2006 and 2005. These quotes reflect inter-dealer
      prices, without retail markup, markdown or commissions and may not represent
      actual transactions. The information below was obtained from those
      organizations, for the respective periods.


**2006**
              
              
              Quarter
                  Ended
              
              
              Quarter
                  Ended
              
              
              Quarter
                  Ended
              
              
              Quarter
                  EndedMarch
                  31, 2006
              
              
              June
                  30, 2006
              
              
              September
                  30, 2006
              
              
              December
                  31, 2006High
              
              
              $0.65
              
              
              $0.47
              
              
              $0.44
              
              
              $0.38Low
              
              
              $0.40
              
              
              $0.37
              
              
              $0.31
              
              
              $0.26**2005**
              
              
              Quarter
                  Ended
              
              
              Quarter
                  Ended
              
              
              Quarter
                  Ended
              
              
              Quarter
                  EndedMarch
                  31, 2005
              
              
              June
                  30, 2005
              
              
              September
                  30, 2005
              
              
              December
                  31, 2005High
              
              
              $0.47
              
              
              $0.51
              
              
              $0.60
              
              
              $0.51Low
              
              
              $0.26
              
              
              $0.25
              
              
              $0.41
              
              
              $0.35




The
      high
      and low bid prices for shares of the Company’s Common Stock on March 30, 2006
      were $0.40 and $0.40 per share, respectively, based upon bids that represent
      prices quoted by broker-dealers on the OTC Bulletin Board.




**Holders**




As
      of
      March 30, 2007, there were approximately 355 holders of record of the Company's
      common stock, approximately 23 holders of record of the Company's Class A
      Warrants and approximately 46 holders of record of the Company's Class B
      Warrants.




7




**Dividends**




Since
      its
      organization, the Company has not paid any cash dividends on its common stock,
      nor does it plan to do so in the foreseeable future.




**SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS**





The
      following table provides information regarding the status of our existing equity
      compensation plans at December 31, 2006.


Number
                  of securities to be issued upon exercise of outstanding options,
                  warrants
                  and rights
              
              Weighted-average
                  exercise price of outstanding options, warrants and rights
              
              Number
                  of securities remaining available for future issuance under equity
                  compensation plansEquity
                  compensation plans approved by security holders
              
              
              1,500,000
              
              $
              0.50
              
              
              50,000Equity
                  compensation plans not approved by security holders
              
              
              8,270,000
              
              $
              0.35
              
              
              0Total
              
              
              9,770,000
              
              $
              0.41
              
              
              50,000





The
      number of securities remaining available for future issuance under equity
      compensation plans approved by security holders totaled 50,000 shares at
      December 31, 2006.




**SALES
      OF UNREGISTERED SECURITIES FOR THE FOURTH QUARTER**




On
      October 4, 2006, the Company issued 26,847 shares of the Company's restricted
      common stock as payment in kind for interest due for the month of September
      2006
      on the Company’s 10% convertible notes.




On
      October 31, 2006 the Company issued 25,000 restricted shares of the Company’s
      common stock in connection with its short term promissory notes. These shares
      were valued at the fair market value of $0.36, less an approximate 10% discount
      (due to the restriction) or at $0.32 per share. A total of $8,100 was recorded
      as a discount to the note and is accreted over the one year life of the note.
      If
      the debt is retired earlier than the maturity date, the unamortized amount
      will
      be charged to operations at that time.




On
      November 2, 2006 the Company issued 100,000 restricted shares of the Company’s
      common stock in connection with its short term promissory notes. These shares
      were valued at the fair market value of $0.37, less an approximate 10% discount
      (due to the restriction) or at $0.33 per share. A total of $33,300 was recorded
      as a discount to the note and is accreted over the one year life of the note.
      If
      the debt is retired earlier than the maturity date, the unamortized amount
      will
      be charged to operations at that time.




On
      November 8, 2006 the Company issued 50,000 restricted shares of the Company’s
      common stock in connection with its short term promissory notes. These shares
      were valued at the fair market value of $0.33, less an approximate 10% discount
      (due to the restriction) or at $0.30 per share. A total of $14,850 was recorded
      as a discount to the note and is accreted over the one year life of the note.
      If
      the debt is retired earlier than the maturity date, the unamortized amount
      will
      be charged to operations at that time.




On
      November 15, 2006 the Company issued 25,000 restricted shares of the Company’s
      common stock in connection with its short term promissory notes. These shares
      were valued at the fair market value of $0.30, less an approximate 10% discount
      (due to the restriction) or at $0.27 per share. A total of $6,750 was recorded
      as a discount to the note and is accreted over the one year life of the note.
      If
      the debt is retired earlier than the maturity date, the unamortized amount
      will
      be charged to operations at that time.




On
      November 16, 2006, the Company issued 37,000 shares of the Company's restricted
      common stock as payment in kind for interest due for the month of October 2006
      on the Company’s 10% convertible notes.




On
      December 6, 2006, the Company issued 45,122 shares of the Company's restricted
      common stock as payment in kind for interest due for the month of November
      2006
      on the Company’s 10% convertible notes.




On
      December 27, 2006, the Company issued 6,400 restricted common shares to a
      marketing firm in exchange for services. These shares were valued at the fair
      market value of $0.28, less an approximate 10% discount (due to the restriction)
      or at $0.25 per share. A total of $1,600 was charged to operations with a
      corresponding credit to additional paid in capital.




8




On
      December 29, 2006 the Company issued 75,000 restricted shares of the Company’s
      common stock in connection with its short term promissory notes. These shares
      were valued at the fair market value of $0.27, less an approximate 10% discount
      (due to the restriction) or at $0.24 per share. A total of $18,225 was recorded
      as a discount to the note and is accreted over the one year life of the note.
      If
      the debt is retired earlier than the maturity date, the unamortized amount
      will
      be charged to operations at that time.





Warrants:




On
      December 29, 2006, a warrant was issued to an individual to acquire 200,000
      shares of the Company’s common stock at $0.27 per share exercisable for five
      years as part of the compensation for services rendered in connection providing
      access and introductions to various retail channels for the Company’s products.
      A total of $32,000, the fair value of warrant at the date of issue, was charged
      to operations with a corresponding credit to additional paid in capital.





The
      above
      shares of common stock and warrants were issued pursuant to the exemption from
      registration under Section 4(2) of the Securities Act.




**Item
      6. - Management's Discussion and Analysis of Financial Condition and Results
      of
      Operations**





The
      following is a discussion of our results of operations and current financial
      position. This discussion should be read in conjunction with our audited
      consolidated financial statements and related notes included elsewhere in this
      report.





**General**





The
      Company's business consists principally of the development, sale and
      distribution of parental control and monitoring software  and
      services and imaging products.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As reflected in the financial statements,
      the
      Company incurred net losses of $3,951,743 and $3,780,325 for the years ended
      December 31, 2006 and 2005, respectively. In addition, the Company had negative
      working capital of $1,756,585 and an accumulated deficit of $10,898,029 at
      December 31, 2006.





These
      circumstances raise substantial doubt about the Company's ability to continue
      as
      a going concern. The consolidated financial statements do not include any
      adjustments that might result from the outcome of this uncertainty. Management's
      efforts have been directed towards the development and implementation of a
      plan
      to generate sufficient revenues to cover all of its present and future costs
      and
      expenses. The plan includes, among other things, developing or acquiring
      parental control products and services and selling these products and services
      through a well developed retail channel as well as directly on-line and with
      OEM
      and affiliate partners. The Company has been successful in raising financing
      from equity and debt transactions. During 2006, the Company raised $2,272,000
      from the private placement of convertible notes and warrants as well as an
      additional $275,000 from 10% short term promissory notes. For the period from
      January 1, 2007 to March 30, 2007, subsequent to the balance sheet date, the
      Company raised $1,050,000 from the private placement of 7% convertible preferred
      stock and warrants as well as an additional $10,000 from 10% short term
      promissory notes. As of March 30, 2007, a total of $210,000 of the 10% short
      term promissory notes have been repaid or converted into preferred
      stock.





During
      2006, the Company continued to focus on three primary operating
      priorities:





·
            ***Product
                Design and Delivery.***We
                continue to improve and enhance the functionality of our Sentry software.
                In October, we released an update to our Sentry at Home product adding
                the
                ability to monitor and block MySpace Chat, a popular site for millions
                of
                young people. The Company’s entire Sentry line is now compliant with
                Microsoft’s new operating system; Vista. This is an important milestone
                since all major retailers, in anticipation of Vista becoming the
                predominant operating system in the next few years, are requiring
                that all
                software products they carry work with Vista now. Additionally, our
                technical staff has begun work on several new products and services
                that
                will be launched in 2007.We
                debuted our new Sentry Mobile product at CES in January 2007 and
                itshouldhit
                store shelves sometime in the second half of 2007.




9




The
      Company continues to validate
      packaging and pricing for our Sentry line of software products and we continue
      to work closely with retailers to design several forms of packaging to
      effectively deliver Sentry products into the marketplace. The
      Company is currently shipping all three of it Sentry software products to
      national retailers on both a consignment and net sale basis.





·
            ***Establish
                and Enhance Sales and Distribution Channels.***The Company continues to aggressively pursue distribution and sales
                agreements, gaining access to valuable shelf space with national
                retailers
                andis
                continually in discussions with several major US retailers to carry
                its
                software products in 2007. We have successfully expanded our distribution
                network and Sentry products are currently available in over 4,000
                retail
                outlets nationwide.





The
      Company has signed two Original Equipment Manufacturer (OEM) contracts that
      include its software products on over 1.5 million new computers distributed
      in
      North America beginning in April of 2007 and is actively discussing similar
      arrangements with other OEM’s. Additionally, we actively seek affinity partners
      to promote and distribute our software products through national faith based
      and
      civic organizations, education channels and charitable organizations. All three
      of our Sentry products are currently undergoing testing and evaluation by
      several major charitable and educational organizations.





·
            ***Addressing
                the Company's liquidity and capital needs.***Since
                inception, the Company has not generated any significant cash flows
                from
                operations; therefore, the Company has funded its operations by issuing
                notes and by the sale of common stock. Management has determined
                that the
                Company will require additional capital in order to fully exploit
                the
                growing market for its products and services. During 2006, the Company
                raised $2,272,000 from the private placement of convertible notes
                and
                warrants as well as an additional $275,000 from 10% short term promissory
                notes. See - Liquidity and Capital
                Resources.




**Significant
      and Critical Accounting Policies:**




(a)
      Basis
      of Presentation: The accompanying financial statements which accompany the
      Annual Report on Form 10-KSB have been prepared in accordance with accounting
      principles generally accepted in the United States of America. The accompanying
      financial statements for the year ended December 31, 2006 and 2005 include
      the
      accounts of the Company and its wholly owned subsidiaries. All intercompany
      transactions have been eliminated in consolidation. Results of operations
      include ETP from the date of acquisition.




(b)
      Revenue Recognition: The Company recognizes revenues in accordance with the
      SEC,
      Staff Accounting Bulletin 104, “Revenue Recognition” (“SAB 104”). Under SAB 104
      revenue is recognized when there is persuasive evidence of an arrangement,
      delivery has occurred or services have been rendered, the sales price is
      determinable and collectability is reasonably assured. Software products and
      services revenue is derived via three distinct methods: direct non- consignment
      sales, consignment sales and online Internet sales: (i) revenue in the form
      of
      direct non- consignment sales of merchandise are recognized when title passes
      to
      the customer, typically upon shipment, less an estimated reserve if return
      privileges exist; (ii) revenue from consignment sales of software is recognized
      when proof of sale to the end user is received; (iii) revenue from online
      Internet sales is recognized upon the settlement of credit card charges,
      typically within three days of the sale.




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




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




10




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




(e)
      Software Development Costs: Research and development costs are expensed as
      incurred. No research and development costs were incurred during the years
      ended
      December 31, 2006 and 2005.




In
      accordance with the provisions of SFAS No. 86, "Accounting for the costs of
      computer software to be sold or otherwise marketed", software development costs
      are subject to capitalization beginning when a product's technological
      feasibility has been established and ending when a product is available for
      release to customers. For the years ended December 31, 2006 and 2005, the
      Company capitalized $195,822 and $434,866 of software development costs for
      its
      new product Sentry Predator Locator. The software costs are amortized on a
      straight line basis over the estimated useful life of three years. Amortization
      expense for the years ended December 31, 2006 and 2005 was $260,016 and
      $124,787, respectively.




(f)
      Goodwill: Under the provisions of SFAS No. 142, "Goodwill and Other Intangible
      Assets", goodwill is to be tested for impairment at least annually at the
      reporting unit level. To accomplish this, the Company determined the fair value
      of the reporting unit and compared it to the carrying amount of the reporting
      unit at the balance sheet date. No impairment charges resulted from this
      evaluation for the years ended December 31, 2006 and 2005 since the fair value
      of the reporting unit exceeded the carrying amount.





**Results
      of Operations**





**Comparison
      of the Results for the Years Ended December 31, 2006 and
      2005**





During
      the year ending December 31, 2006, the Company had
      revenues of $319,309, net of discounts, from sales of software and imaging
      products.  The cost of these sales totaled $126,299.  Gross profit was
      $193,010.  The Company’s net loss was $3,951,743, of which $3,231,291 was
      the loss from operations.





Revenue
      for the years ending December 31, 2006 and 2005 was $319,309, and $1,722,984,
      respectively, a decrease of $1,403,675. During 2006, the Company did not receive
      the benefit of revenue attributable to its sales of imaging products, as it
      had
      since the acquisition of ETP in mid-2005. Revenue and gross profit from imaging
      products totaled $1,702,128 and $54,915, respectively in 2005. Due to pricing
      concerns in the marketplace, ETP had discussions with Fuji for several months
      concerning the pricing of the imaging products to be supplied under a Supply
      Agreement  dated
      as
      of September 27, 2005. Because the parties were unable to agree on mutually
      acceptable pricing for such products, ETP submitted a notice of termination
      that
      became final on July 14, 2006 (see
      Note
      14 to the Notes to the Consolidated Financial Statements) .   Management
      has not made any decision as to whether ETP will discontinue the
      imaging-products portion of its business.





Net
      revenue from the sale of software products for the years ending December 31,
      2006 and 2005 were $305,435 and $20,856, respectively, an increase of $284,579
      and is reflective of the Company’s increased distribution channels for its
      software product line. Irrespective of the overall decline in revenue, gross
      profit increased $121,406 in 2006 from the prior year primarily as a result
      of
      the higher margins generated by the sale of software products.





Factors
      contributing to the Company’s loss were an increase in compensation costs and
      selling expenses as the Company geared up to bring its software products to
      market as well as absorption of additional staff from its acquisition of ETP.
      Compensation costs (which include salaries, taxes and benefits and share-based
      compensation), included in general and administrative expenses, totaled
      $  1,851,500
      and $  924,286
      for the years ended December 31, 2006 and 2005, respectively, an increase of
      $927,214. Approximately $398,000 of this increase reflects costs associated
      with
      the signing of five employment contracts since the second quarter of 2005 as
      well as the addition of ETP personnel. An additional $346,000 is attributable
      to
      the Company’s  adoption
      of FAS 123 (R) to account for share-based compensation and $50,000 reflects
      bonuses earned by an officer in connection with certain liquidity milestones
      being met. Approximately $24,000 of this increase reflects compensation costs
      associated with the additional directors added in mid 2005 and approximately
      $80,000 reflects the corresponding increase in payroll taxes and benefits
      resulting from the increased headcount.




11





Selling
      expenses increased by approximately $145,000 for the years ended December 31,
      2006 from the prior year primarily as a result of increased advertising and
      promotion costs reflecting the Company’s efforts to increase visibility for its
      products in the marketplace and the addition of several major retailers to
      the
      distribution channel.





Website
      costs and depreciation and amortization expense increased by $27,835 and
      $171,724, respectively, for the year ended December 31, 2006 from the prior
      year. This reflects increased spending on IT infrastructure and bandwidth to
      support increased customer usage as well as the amortization of deferred
      software development costs for products that were completed and shipped in
      2006.





Consulting
      expense, included in general and administrative expenses, increased
      approximately $229,000 for the year ended December 31, 2006 from the prior
      year.
      This increase is due to Company’s accelerated efforts in designing enhanced
      packaging and retail display alternatives and expanding distribution channels,
      approximately $112,000, recruiting fees and financial consulting, approximately
      $53,000 and in acquiring additional technical expertise in software development
      and support, approximately $64,000. Costs associated with the testing of our
      products, included in general and administrative expenses, increased
      approximately $5,000 for the year ended December 31, 2006 from the prior year
      which is the result of a full year of product testing and an increased number
      of
      products.





Interest
      expense for the years ending December 31, 2006 and 2005 was $ 749,570 and
      $209,794, respectively, an increase of $539,776. This increase in interest
      expense is a result of the Company paying interest on the convertible notes
      for
      a full year as well as the increase in the total notes outstanding. Included
      in
      interest expense is the recognition of amortization expense on the beneficial
      conversion feature of the notes and the discount related to the value of the
      warrants which totaled approximately $447,000 and $161,000 for the years ending
      December 31, 2006 and 2005, an increase of $286,000. Additionally, amortization
      expense from deferred financing costs totaled $91,552 and $6,853 for the years
      ended December 31, 2006 and 2005, respectively, an increase of $84,699. There
      was nominal activity of this nature during the year ending December 31, 2005.
      Interest expense from related parties increased by $24,769 for the year ended
      December 31, 2006 from the prior year and reflects a corresponding increase
      in
      stockholder loans and interest rate.





**Liquidity
      and Capital Resources**





The
      Company's liquidity and capital needs relate primarily to working capital and
      other general corporate requirements. To date, the Company has funded its
      operations with stockholder loans and by issuing notes and by the sale of common
      stock.





Since
      inception, the Company has not generated any significant cash flows from
      operations. At December 31, 2006, the Company had cash and cash equivalents
      of
      $129,435 and a working capital deficiency of $1,756,585. Net cash used in
      operating activities for the year ended December 31, 2006 was $2,264,213. If
      the
      Company does not generate sufficient revenues from the sales of its products
      in
      an amount necessary to meet its cash needs, the Company would need additional
      financing to continue to operate. As the Company increases sales from its
      products and services, the Company expects to increase cash flows from
      operations.





Net
      cash
      used in investing activities for the year
      ended December 31, 2006  was
      $229,099 and is attributable primarily to equipment purchases and software
      development costs.





Net
      cash
      provided from financing activities was $2,495,772 for the year
      ended December 31, 2006. Cash
      flow
      from financing activities was primarily derived from notes and loans payable.





On
      July
      12, 2005, the Company began a private placement to accredited investors of
      units
      (“Units”), consisting of (a) a 10% convertible note and (b) warrants to purchase
      10,000 shares of the Company’s Common Stock exercisable at $0.50 per share, for
      $10,000 per Unit. The Notes are currently convertible at any time at the option
      of the holder into Common Stock at the conversion rate of $0.40 per share.
      The
      Company closed this offering on December 8, 2005 and began a new offering on
      December 19, 2005, offering the same securities on substantially the same terms
      as the prior offering, except for an exclusive placement agent provision for
      45
      days and a change in the fee structure (instead of 10% commission the placement
      agent received 8% commission and placement warrants). As of December 31, 2006,
      the Company has raised a total gross amount of $2,895,000, from the combined
      offerings.




12





Additionally,
      on October 31, 2006 the Company began a private placement to accredited
      investors of 10% short term promissory notes. These notes are payable the
      earlier of one year from the issue date or when the Company raises $1,000,000
      in
      its next qualified financing as defined. The notes bear an interest rate of
      10%
      per annum, payable at the end of the term and the holders received restricted
      shares of the Company’s Common Stock equal to the face value of their note. The
      notes are secured by a pledge of the Company’s common stock owned by its Chief
      Executive Officer. As of December 31, 2006, the Company has raised a total
      gross
      amount of $275,000, from these notes. In February 2007, subsequent to the
      balance sheet date, the Company raised an additional $10,000 from these 10%
      short term promissory notes. As of March 30, 2007, a total of $210,000 of the
      10% short term promissory notes have been repaid or converted into preferred
      stock.





On
      July
      12, 2006, the Company entered into a secured loan agreement with GE Commercial
      Finance for the purchase of $21,262 of communications equipment related to
      the
      Company’s corporate office space. This loan has a five year term and bears
      interest at a rate of 8.15% per annum.





In
      February 2007, subsequent to the balance sheet date, the Company sold an
      aggregate of 400,763 shares of its Series A Preferred Stock and warrants to
      purchase an aggregate of 1,001,908 shares of the Company’s common stock at an
      exercise price of $.26 per share, receiving proceeds totaling
      $1,050,000.





While
      the
      Company has been successful in raising financing from equity and debt
      transactions as mentioned above, we are dependent on improved operating results
      and raising additional funds over the next twelve month period. There are no
      assurances that we will be able to raise additional funding. In the event that
      we are unable to generate sufficient cash flow or receive proceeds from
      offerings of debt or equity securities, the Company may be forced to curtail
      or
      cease its activities. **




**Research
      and Development**




Research
      and development costs are generally expensed as incurred. In accordance with
      the
      provisions of SFAS No. 86, "Accounting for the costs of computer software to
      be
      sold or otherwise marketed.", software development costs are subject to
      capitalization beginning when a product's technological feasibility has been
      established and ending when a product is available for release to customers.
      For
      the years ended December 31, 2006 and 2005, the Company capitalized $195,822
      and
      $434,866 of software development costs for its new product Sentry Predator
      Locator. The software costs are amortized on a straight line basis over the
      estimated useful life of three years. Amortization expense for the years ended
      December 31, 2006 and 2005 was $260,016 and $124,787, respectively.




The
      Company continually strives to enhance and improve the functionality of its
      software products. As such all new programming must be tested, even if it is
      only a small component of a larger existing element of the software, before
      being released to the public. Testing is an ongoing process and generally occurs
      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 performance and function. Testing
      is
      also performed to assure that new components do not adversely affect existing
      software. Finally, as with all software, testing must assure compatibility
      with
      all third party software, new operating systems and new hardware platforms.
      Testing expenses for the years ended December 31, 2006 and 2005 were $30,818
      and
      $25,342, respectively.





**New
      Accounting Principles Adopted:**





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




13





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





**Recent
      Accounting Pronouncements Affecting The Company:**





*Statement
      of Financial Accounting Standard 154, Accounting Changes and Error Corrections
      (“SFAS 154”)*





In
      May
      2005, FASB issued SFAS No. 154, Accounting Changes and Error Corrections -
      a
      replacement of APB Opinion No. 20 (Accounting Changes) and FASB No. 3 (Reporting
      Accounting Changes in Interim Financial Statements), that changes requirements
      for the accounting for and reporting of a change in accounting principle. This
      Statement requires retrospective application to prior periods’ financial
      statements of changes in accounting principle unless it is impracticable to
      determine either the period-specific effects or the cumulative effect of the
      change. When it is impracticable to determine the period-specific effects of
      an
      accounting change on one or more individual prior periods presented, this
      Statement requires that the new accounting principle be applied to the balances
      of assets and liabilities as of the beginning of the earliest period for which
      retrospective application is practicable and that a corresponding adjustment
      be
      made to the opening balance of retained earnings (or other appropriate
      components of equity or net assets in the statement of financial position)
      for
      that period rather than being reported in an income statement. When it is
      impracticable to determine the cumulative effect of applying a change in
      accounting principle to all prior periods, this Statement requires that the
      new
      accounting principle be applied as if it were adopted prospectively from the
      earliest date practicable. This statement carries forward without change, the
      guidance contained in APB No. 20 for reporting the correction of an error and
      a
      change in accounting estimate. SFAS No. 154 is effective for accounting changes
      and error corrections made in fiscal years beginning after December 15, 2005.
      The adoption of this pronouncement had no effect on the Company’s consolidated
      financial statements.





*Statement
      of Financial Accounting Standard 157, Fair Value Measurements (“SFAS
      157”)*





In
      September 2006, the Financial Accounting Standard Board issued a standard that
      provides enhanced guidance for using fair value to measure assets and
      liabilities. The standard applies whenever other standards require (or permit)
      assets or liabilities to be measured at fair value. The standard does not expand
      the use of fair value in any new circumstances. This Statement is effective
      for
      financial statements issued for fiscal years beginning after November 15, 2007,
      and interim periods within those fiscal years. Earlier application is
      encouraged, provided that the reporting entity has not yet issued financial
      statements for that fiscal year, including financial statements for an interim
      period within that fiscal year. The Company does not believe that the adoption
      of this standard will have a material effect on its financial
      statements.





*SEC
      Staff Accounting Bulletin 108 (“SAB 108”), Considering the Effects of Prior Year
      Misstatements when Qualifying Misstatements in Current Year Financial
      Statements*





In
      September 2006, the SEC staff issued Staff Accounting Bulletin No. 108,
      "Considering the Effects of Prior Year Misstatements when Quantifying
      Misstatements in Current Year Financial Statements." SAB 108 was issued in
      order
      to eliminate the diversity of practice surrounding how public companies quantify
      financial statement misstatements.





Traditionally,
      there have been two widely-recognized methods for quantifying the effects of
      financial statement misstatements: the “roll-over” method and the “iron curtain”
method. The roll-over method focuses primarily on the impact of a misstatement
      on the income statement—including the reversing effect of prior year
      misstatements—but its use can lead to the accumulation of misstatements in the
      balance sheet. The iron-curtain method, on the other hand, focuses primarily
      on
      the effect of correcting the period-end balance sheet with less emphasis on
      the
      reversing effects of prior year errors on the income statement.





In
      SAB
      108, the SEC staff established an approach that requires quantification of
      financial statement misstatements based on the effects of the misstatements
      on
      each of the company's financial statements and the related financial statement
      disclosures. This model is commonly referred to as a "dual approach" because
      it
      requires quantification of errors under both the iron curtain and the roll-over
      methods. SAB 108 permits existing public companies to initially apply its
      provisions either by (i) restating prior financial statements as if the "dual
      approach" had always been used or (ii) recording the cumulative effect of
      initially applying the "dual approach" as adjustments to the carrying values
      of
      assets and liabilities as of January 1, 2006 with an offsetting adjustment
      recorded to the opening balance of retained earnings.





14





*Financial
      Accounting Standards Board (FASB) Interpretation No. 48, Accounting for
      Uncertainty in Income Taxes (“FIN 48”)*





In
      July
      2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
      No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB
      Statement No. 109 (FIN 48), which provides clarification related to the process
      associated with accounting for uncertain tax positions recognized in
      consolidated financial statements. FIN 48 prescribes a more-likely-than-not
      threshold for financial statement recognition and measurement of a tax position
      taken, or expected to be taken, in a tax return. FIN 48 also provides guidance
      related to, among other things, classification, accounting for interest and
      penalties associated with tax positions, and disclosure requirements. We are
      required to adopt FIN 48 on November 1, 2007, although early adoption is
      permitted. We are currently evaluating the impact of adopting FIN 48 on our
      consolidated financial statements.





*FSP
      FAS 123(R )-5, Amendment of FASB Staff Position FAS
      123(R)-1*





FSP
      FAS
      123(R)-5 was issued on October 10, 2006. The FSP provides that instruments
      that
      were originally issued as employee compensation and then modified, and that
      modification is made to the terms of the instrument solely to reflect an equity
      restructuring that occurs when the holders are no longer employees, then no
      change in the recognition or the measurement (due to a change in classification)
      of those instruments will result if both of the following conditions are met:
      (a). There is no increase in fair value of the award (or the ratio of intrinsic
      value to the exercise price of the award is preserved, that is, the holder
      is
      made whole), or the antidilution provision is not added to the terms of the
      award in contemplation of an equity restructuring; and (b). All holders of
      the
      same class of equity instruments (for example, stock options) are treated in
      the
      same manner. The provisions in this FSP shall be applied in the first reporting
      period beginning after the date the FSP is posted to the FASB website. We will
      evaluate whether the adoption will have any impact on our financial
      statements.





**RISK
      FACTORS**





**RISKS
      RELATED TO SEARCHHELP**





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





We
      incurred net losses of $3,951,743 in 2006. Since inception, we have an
      accumulated deficit of $10,898,029. As a result, as of December 31, 2006, we
      had
      a stockholders’ deficit of $1,450,232 and a working capital deficiency of
      $1,756,585. We cannot be certain whether we will ever make a profit, or, if
      we
      do, that we will be able to continue earning a significant amount of revenues
      or
      making a profit. If we continue to lose money, our stock price could decline
      or
      we may be forced to discontinue our operations, either of which may result
      in
      you losing a portion or all of your investment.





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





The
      report of our independent auditors for the fiscal year ended December 31, 2006
      was issued under the assumption that we would continue as a going concern.
      As
      discussed in Note 1 to our financial statements for the fiscal year December
      31,
      2006, we have experienced operating losses over the past two years resulting
      in
      an accumulated deficit. Our independent auditors believe, based on our financial
      results as of December 31, 2006, that such results raised substantial doubts
      about our ability to continue as a going concern. The financial statements
      included in this Annual Report on Form 10-KSB do not include any adjustments
      to
      asset values or recorded liability amounts that might be necessary in the event
      we are unable to continue as a going concern. If we are in fact unable to
      continue as a going concern, you may lose your entire investment.





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





Management
      believes that sales of our Sentry software products represent the principal
      opportunity for SearchHelp at this time. However, aggregate sales of our
      software products from their launch through December 31, 2006 have so far
      generated only approximately $326,000 in net revenues. Therefore, we have been
      relying on capital raised by issuing notes and by the sale of stock. Between
      July 2005 and December 31, 2006, we raised an aggregate of $2,895,000 from
      the
      sale of 10% convertible notes and warrants. On October 31, 2006 the Company
      began a private placement to accredited investors of 10% short term promissory
      notes. As of March 30, 2007, the Company has raised a total gross amount of
      $285,000, from these notes. In February 2007, the Company sold an aggregate
      of
      400,763 shares of its Series A Preferred Stock and warrants to purchase an
      aggregate of 1,001,908 shares of the Company’s Common Stock, at an exercise
      price of $.26 per share, receiving proceeds totaling $1,050,000. Until the
      time
      that our software sales provide sufficient cash flow, we will depend on being
      able to obtain sufficient alternative funding. If we are not able to raise
      funds, we may not be able to successfully develop and market our products and
      our business will most likely fail.




15





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





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





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





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





**OUR
      SENTRY PARENTAL CONTROL SOFTWARE TECHNOLOGY AND STRATEGY MAY NOT BE
      SUCCESSFUL.**





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





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





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





16





**WE
      MAY NOT BE ABLE TO MANAGE OUR GROWTH EFFECTIVELY.**





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





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





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





**OUR** **BUSINESS
      IS CONCENTRATED, MAKING OUR OPERATIONS SENSITIVE TO ECONOMIC
      FLUCTUATIONS.**





Because
      of our extremely limited financial resources, it is unlikely that we will be
      able to further diversify our operations. Therefore, we will be subject to
      economic fluctuations within our industry. If our business does not succeed,
      you
      could lose all or part of your investment.





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





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





**OUR
      OFFICERS AND DIRECTORS ENJOY LIMITED LIABILITY AGAINST
      LAWSUITS.**





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





**RISKS
      RELATED TO OUR SECURITIES**





**WE
      HAVE** **BROAD
      DISCRETION TO USE THE OFFERING PROCEEDS.**





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





17




**ISSUANCE
      OF PREFERRED STOCK COULD HURT HOLDERS OF COMMON STOCK.**





Our
      board
      of directors is authorized by our charter to create and issue preferred stock.
      The rights of holders of preferred stock take precedence over the rights of
      holders of common stock. In February 2007, SearchHelp issued 400,763 shares
      of
      preferred stock and may issue additional shares of preferred stock at any time.
      The rights of future preferred stockholders could delay, defer or prevent a
      change of control of SearchHelp, even if the holders of Common Stock are in
      favor of that change of control, as well as enjoy preferential treatment on
      matters like distributions, liquidation preferences and voting.





**OUR
      STOCK PRICE HAS BEEN VOLATILE.**





Our
      stock
      price fluctuated between $0.26 and $0.65 during 2006. The price of a security
      may fluctuate significantly despite the absence of any apparent reason. In
      addition, our stock is thinly traded, leading to even greater volatility. You
      should expect this volatility to continue. The price of our common stock may
      be
      subject to considerable fluctuations as a result of various factors, including
      but not limited to:





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


·
            The
                release of research reports by securities
                analysts;


·
            Disputes
                concerning patents or proprietary
                rights;


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


·
            Economic
                and other external factors.





**OUR
      SHARES ARE CLASSIFIED AS “PENNY STOCK” AND BECAUSE “PENNY STOCK” RULES WILL
      APPLY, YOU MAY FIND IT DIFFICULT TO SELL YOUR SHARES.**





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





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





The
      market price of shares of common stock could decline as a result of sales,
      or
      the perception that sales could occur, of a large number of shares available
      in
      the public market. Such sales also might make it more difficult for us to sell
      equity securities in the future at a time and at a price that we deem
      appropriate.  At March 30, 2007, we had a total of 38,444,934 shares of
      common stock outstanding, but there were also 25,510,424 shares that could
      be
      acquired upon the conversion or exercise of outstanding notes, options and
      warrants. Upon the conversion or exercise of these securities, your interest
      in
      SearchHelp will be diluted.





**WE
      HAVE NEVER PAID ANY** **CASH
      DIVIDENDS**





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


18




**ITEM
      7. FINANCIAL STATEMENTS**





**SEARCHHELP,
      INC. AND SUBSIDIARIES**




**INDEX**




**FINANCIAL
      STATEMENTS:**


**Page
                  No.**Report
                  of Independent Registered Public Accounting Firm
              
              
              F-1Consolidated
                  Balance Sheets as at December 31, 2006 & 2005
              
              
              F-2
                  - F-3Consolidated
                  Statements of OperationsFor
                  the Years Ended December 31, 2006 and 2005
              
              
              F-4Consolidated
                  Statement of Stockholders' Equity (Deficit)For
                  the Years ended December 31, 2006 and 2005
              
              
              F-5Consolidated
                  Statements of Cash FlowsFor
                  the Years Ended December 31, 2006 and 2005
              
              
              F-6
                  - F-7Notes
                  to Consolidated Financial Statements
              
              
              F-8
                  - F-24





19


**Report
      of Independent Registered Public Accounting Firm**




To
      the
      Board of Directors and Shareholders of SearchHelp, Inc.




Syosset,
      New York




We
      have
      audited the accompanying consolidated balance sheets of SearchHelp, Inc. and
      Subsidiaries as of December 31, 2006 and 2005, and the related consolidated
      statements of operations, stockholders' equity (deficit), and cash flows listed
      in the accompanying index for the years ended December 31, 2006 and 2005. These
      consolidated financial statements are the responsibility of the Company's
      management. Our responsibility is to express an opinion on the consolidated
      financial statements based on our audits.




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




In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of SearchHelp, Inc. and
      Subsidiaries at December 31, 2006 and 2005, and the results of their operations
      and their cash flows for the years ended December 31, 2006 and 2005 in
      conformity with accounting principles generally accepted in the United States
      of
      America.




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




/s/
                Lazar, Levine and Felix LLP New
        York,
        New York
 April
        5,
        2007




F-1




SEARCHHELP,
      INC. AND SUBSIDIARIES


CONSOLIDATED
      BALANCE SHEETS


AS
      OF DECEMBER
      31, 2006 AND 2005





Page
      1 of
      2




ASSETS2006
              
              2005Current
                  assets:Cash
              
              $
              129,435
              
              $
              126,975Accounts
                  receivable less allowance for doubtful accounts of $52,395 and
                  $37,955,
                  respectively
              
              
              250,085
              
              
              153,614Inventories
              
              
              190,637
              
              
              29,904Prepaid
                  expenses
              
              
              17,897
              
              
              78,746Total
                  current assets
              
              
              588,054
              
              
              389,239Property
                  and equipment - net
              
              
              108,507
              
              
              1,283Other
                  assets:Software
                  development costs, less accumulatedamortization
                  of $691,103 and $431,087, respectively
              
              
              502,063
              
              
              566,256Amortizable
                  intangible assets, less accumulatedamortization
                  of $106,068 and $41,136, respectively
              
              
              527,432
              
              
              592,364Deferred
                  finance costs, less amortization of $91,552 and $6,853,
                  respectively
              
              
              199,934
              
              
              47,347Goodwill
              
              
              536,081
              
              
              536,081Security
                  deposit
              
              
              13,454
              
              
              6,155Total
                  other assets
              
              
              1,778,964
              
              
              1,748,203Total
                  assets
              
              $
              2,475,525
              
              $
              2,138,725





See
      notes
      to consolidated financial statements


F-2


SEARCHHELP,
      INC. AND SUBSIDIARIES


CONSOLIDATED
      BALANCE SHEETS (Continued)





Page
      2 of
      2




LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)2006
              
              2005Current
                  liabilities:Note
                  payable - bank
              
              $
              54,697
              
              $
              50,000Current
                  portion of long term debt and capital leases
              
              
              18,879
              
              
              50,000Current
                  portion of 10% convertible notes payable - net of discount of
                  $32,882
              
              
              590,118
              
              
              -Short
                  term bridge notes payable - net of discount of $70,725
              
              
              204,275
              
              
              -Due
                  to stockholders
              
              
              895,491
              
              
              899,499Due
                  to affiliates
              
              
              59,657
              
              
              61,257Deferred
                  revenue, net of discount of $0 and $2,973, respectively
              
              
              48,832
              
              
              4,470Accounts
                  payable
              
              
              269,713
              
              
              179,200Accrued
                  expenses
              
              
              202,977
              
              
              146,982Total
                  current liabilities
              
              
              2,344,639
              
              
              1,391,408Other
                  liabilities:10%
                  convertible notes payable - net of discount of $781,360 and $125,333,
                  respectively, net of current portion
              
              
              1,490,640
              
              
              497,667Obligations
                  under capital lease, net of current portion
              
              
              65,929
              
              
              -Note
                  payable - equipment, net of current portion
              
              
              16,111
              
              
              50,000Deferred
                  rent
              
              
              8,438
              
              
              -Total
                  liabilities
              
              
              3,925,757
              
              
              1,939,075Commitments
                  and contingenciesStockholders'
                  equity (deficit)Preferred
                  stock - $.0001 par value, authorized - 25,000,000 sharesIssued
                  and outstanding - 0 shares
              
              
              -
              
              
              -Common
                  stock - $.0001 par value, authorized - 250,000,000 sharesIssued
                  and outstanding -38,152,636 and 37,022,556 shares,
                  respectively
              
              
              3,815
              
              
              3,702Additional
                  paid-in capital
              
              
              9,443,982
              
              
              7,802,030Deferred
                  compensation
              
              
              -
              
              
              (659,796
              )Accumulated
                  deficit
              
              
              (10,898,029
              )
              
              (6,946,286
              )Total
                  stockholders' equity (deficit)
              
              
              (1,450,232
              )
              
              199,650Total
                  liabilities and stockholders' equity (deficit)
              
              $
              2,475,525
              
              $
              2,138,725





See
      notes
      to consolidated financial statements





F-3




SEARCHHELP,
      INC. AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF OPERATIONS


FOR
      THE
      YEARS ENDED DECEMBER 31, 2006 AND 2005




2006
              
              2005RevenuesImaging
              
              $
              13,874
              
              $
              1,702,128Software
              
              
              483,856
              
              
              26,901Less
                  discount on sales
              
              
              (178,421
              )
              
              (6,045
              )Total
                  Revenues
              
              
              319,309
              
              
              1,722,984Cost
                  of SalesImaging
              
              
              8,414
              
              
              1,647,213Software
              
              
              117,885
              
              
              4,167Total
                  Cost of Sales
              
              
              126,299
              
              
              1,651,380Gross
                  Profit
              
              
              193,010
              
              
              71,604Operating
                  expensesSelling
              
              
              280,333
              
              
              134,653Web
                  site costs
              
              
              69,012
              
              
              41,177General
                  and administrative
              
              
              2,736,857
              
              
              1,554,034Write
                  off of asset for impairment
              
              
              -
              
              
              1,750,000Depreciation
                  and amortization
              
              
              338,099
              
              
              166,375Total
                  operating expenses
              
              
              3,424,301
              
              
              3,646,239Loss
                  from operations
              
              
              (3,231,291
              )
              
              (3,574,635
              )Other
                  Expenses (Income)Interest
              
              
              749,570
              
              
              209,794Interest
                  - related party
              
              
              62,280
              
              
              37,511Recovery
                  from settlement
              
              
              (100,000
              )
              
              -Other
                  (income)
              
              
              (82,950
              )
              
              (48,468
              )Amortization
                  of deferred financing costs
              
              
              91,552
              
              
              6,853Total
                  other expenses (income)
              
              
              720,452
              
              
              205,690Net
                  loss
              
              $
              (3,951,743
              )
              $
              (3,780,325
              )Per
                  share dataLoss
                  per share - basic and diluted
              
              $
              (0.11
              )
              $
              (0.12
              )Weighted
                  average number ofshares
                  outstanding basic & diluted
              
              
              37,634,229
              
              
              31,957,004




See
      notes
      to consolidated financial statements





F-4




SEARCHHELP,
      INC. AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


FOR
      THE
      YEARS ENDED DECEMBER 31, 2005 AND 2006




Additional
                
                
                
                
                
                Total
                    Stockholders' EquityCommon
                    Stock
                
                Paid-In
                
                Accumulated
                
                Deferred
                
                (CapitalShares
                
                Amount
                
                Capital
                
                Deficit
                
                Compensation
                
                Deficiency)Balance
                    at January 1, 2005
                
                
                28,485,033
                
                $
                2,848
                
                $
                4,816,526
                
                $
                (3,165,961
                )
                $
                -
                
                $
                1,653,413Officers
                    waiver of salaries
                
                
                -
                
                
                -
                
                
                49,222
                
                
                
                
                
                
                
                
                49,222Cancellation
                    of Advisory Board stock
                
                
                (90,000
                )
                
                (9
                )
                
                (64,179
                )
                
                
                
                
                
                
                
                (64,188
                )Common
                    stock issued to a director
                
                
                200,000
                
                
                20
                
                
                49,980
                
                
                
                
                
                
                
                
                50,000Compensatory
                    value of stock options issued for services rendered
                    officer
                
                
                
                
                
                
                
                
                131,000
                
                
                
                
                
                
                
                
                131,000Intrinsic
                    value of stock options issued per employment contracts
                
                
                -
                
                
                -
                
                
                840,000
                
                
                
                
                
                (659,796
                )
                
                180,204Net
                    proceeds from sale of securities
                
                
                860,000
                
                
                86
                
                
                214,914
                
                
                
                
                
                
                
                
                215,000Common
                    stock issued for ETP purchase
                
                
                4,000,000
                
                
                400
                
                
                999,600
                
                
                
                
                
                
                
                
                1,000,000Common
                    stock issued for services
                
                
                130,000
                
                
                13
                
                
                40,312
                
                
                
                
                
                
                
                
                40,325Compensatory
                    value of stock options issued for services rendered
                
                
                -
                
                
                
                
                
                20,500
                
                
                
                
                
                
                
                
                20,500Compensatory
                      value of the exercise of warrants - BNC & ECT
                
                
                1,637,523
                
                
                164
                
                
                (164
                )
                
                
                
                
                
                
                
                -Common
                    stock issued for AAA purchase
                
                
                1,500,000
                
                
                150
                
                
                374,850
                
                
                
                
                
                
                
                
                375,000Issuance
                    of securities as partial payment for settlement
                
                
                300,000
                
                
                30
                
                
                23,970
                
                
                -
                
                
                -
                
                
                24,000Discount
                    on debt
                
                
                -
                
                
                -
                
                
                301,069
                
                
                
                
                
                
                
                
                301,069Compensatory
                    value of stock options issued to Advisory Board Members
                
                
                -
                
                
                -
                
                
                4,430
                
                
                
                
                
                
                
                
                4,430Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                (3,780,325
                )
                
                -
                
                
                (3,780,325
                )Balance
                    at December 31, 2005
                
                
                37,022,556
                
                
                3,702
                
                
                7,802,030
                
                
                (6,946,286
                )
                
                (659,796
                )
                
                199,650Common
                    stock issued in connection with bridge loans
                
                
                275,000
                
                
                27
                
                
                81,198
                
                
                
                
                
                
                
                
                81,225Common
                    stock issued as interest on debt
                
                
                108,969
                
                
                11
                
                
                35,535
                
                
                
                
                
                
                
                
                35,546Common
                    stock issued for services
                
                
                146,111
                
                
                15
                
                
                54,554
                
                
                
                
                
                
                
                
                54,569Common
                      stock issued for satisfaction of loans
                
                
                600,000
                
                
                60
                
                
                179,940
                
                
                
                
                
                
                
                
                180,000Discount
                    on debt
                
                
                -
                
                
                -
                
                
                1,188,700
                
                
                
                
                
                
                
                
                1,188,700Fair
                    value of warrants issued for services
                
                
                
                
                
                
                
                
                68,142
                
                
                
                
                
                
                
                
                68,142Net
                    loss
                
                
                
                
                
                
                
                
                
                
                
                (3,951,743
                )
                
                
                
                
                (3,951,743
                )Option
                    expense
                
                
                
                
                
                
                
                
                693,679
                
                
                
                
                
                
                
                
                693,679Reclassification
                    of deferred compensation
                
                
                
                
                
                
                
                
                (659,796
                )
                
                -
                
                
                659,796
                
                
                -Balance
                    at December 31, 2006
                
                
                38,152,636
                
                $
                3,815
                
                $
                9,443,982
                
                $
                (10,898,029
                )
                $
                -
                
                $
                (1,450,232
                )





See
      notes
      to consolidated financial statements


F-5


SEARCHHELP,
      INC. AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF CASH FLOWS


FOR
      THE
      YEARS ENDED DECEMBER 31, 2006 AND 2005





Page
      1 of
      2


2006
              
              2005Cash
                  flows from operating activities:Net
                  loss
              
              $
              (3,951,743
              )
              $
              (3,780,325
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Deferred
                  revenue
              
              
              44,362
              
              
              (318,984
              )Stock
                  and options issued for services
              
              
              122,711
              
              
              -Stock
                  issued for debt service
              
              
              35,546
              
              
              -Recovery
                  from settlement
              
              
              (100,000
              )
              
              -Write
                  off of asset for impairment
              
              
              -
              
              
              1,750,000Compensatory
                  element of stock options
              
              
              693,679
              
              
              435,492Depreciation
              
              
              13,150
              
              
              453Amortization
                  of deferred financing costs
              
              
              91,552
              
              
              6,853Amortization
                  of software development costs
              
              
              260,016
              
              
              124,787Amortization
                  of intangible assets
              
              
              64,932
              
              
              41,135Amortization
                  of beneficial conversion feature
              
              
              253,624
              
              
              175,736Amortization
                  of debt discount
              
              
              256,664
              
              
              -Increase
                  (decrease) in cash flows as a result of changes in asset and liability
                  account balances:Accounts
                  receivable
              
              
              (110,912
              )
              
              173,095Allowance
                  for doubtful accounts
              
              
              14,440
              
              
              37,955Inventories
              
              
              (160,727
              )
              
              (29,904
              )Prepaid
                  expenses
              
              
              60,847
              
              
              125,161Security
                  deposit and other assets
              
              
              (7,299
              )
              
              (4,000
              )Deferred
                  rent
              
              
              8,438
              
              
              -Accounts
                  payable and accrued expenses
              
              
              146,507
              
              
              366,710Total
                  adjustments
              
              
              1,687,530
              
              
              2,884,489Net
                  cash used in operating activities
              
              
              (2,264,213
              )
              
              (895,836
              )Cash
                  flows from investing activities:Equipment
                  purchases
              
              
              (33,277
              )Acquisition
                  expenses less cash acquired
              
              
              -
              
              
              (41,984
              )Capitalized
                  software costs
              
              
              (195,822
              )
              
              (59,866
              )Net
                  cash used in investing activities
              
              
              (229,099
              )
              
              (101,850
              )





See
      notes
      to consolidated financial statements


F-6


SEARCHHELP,
      INC. AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF CASH FLOWS


FOR
      THE
      YEARS ENDED DECEMBER 31, 2006 AND 2005 (Continued)


Page
      2 of
      2




2006
              
              2005Cash
                  flows from financing activities:Net
                  borrowings from stockholder
              
              
              175,992
              
              
              387,858Payment
                  of due to affiliates
              
              
              (1,600
              )
              
              (36,179
              )Proceeds
                  from convertible notes payable
              
              
              2,272,000
              
              
              623,000Proceeds
                  from (payments of) bridge notes payable
              
              
              275,000
              
              
              (13,827
              )Proceeds
                  from note payable - equipment
              
              
              21,262
              
              
              -Payments
                  of note payable - equipment
              
              
              (1,461
              )
              
              -Payments
                  under capital lease
              
              
              (5,979
              )
              
              -Proceeds
                  of notes payable - bank
              
              
              4,697
              
              
              550Proceeds
                  from sale of securities
              
              
              -
              
              
              215,000Deferred
                  financing costs
              
              
              (244,139
              )
              
              (54,200
              )Net
                  cash provided by financing activities
              
              
              2,495,772
              
              
              1,122,202Net
                  increase in cash
              
              
              2,460
              
              
              124,516Cash
                  at beginning of period
              
              
              126,975
              
              
              2,459Cash
                  at end of period
              
              $
              129,435
              
              $
              126,975Supplemental
                  Disclosure of cash flow information:Cash
                  payment made during the period - Interest
              
              $
              190,921
              
              $
              34,049Supplemental
                  Schedules of Noncash Investingand
                  Financing Activities:Stockholder
                  loans converted to common stock
              
              $
              180,000
              
              $
              -Common
                  stock and options issued for services
              
              $
              122,711
              
              $
              221,325Computer
                  equipment under capital lease
              
              $
              87,098
              
              $
              -Discount
                  related to note payable - warrant value and beneficial conversion
                  feature
              
              $
              1,188,700
              
              $
              213,119Discount
                  related to bridge note payable - restricted stock value
              
              $
              81,225
              
              $
              -The
                  company purchased all the capital stock of E-top-Pics, Inc. as
                  of June 8,
                  2005. In conjunction with the acquisition, liabilities were assumed
                  as
                  follows:Fair
                  Value of Assets Acquired
              
              
              
              
              $
              1,792,972Common
                  stock issued for capital stock
              
              
              
              
              
              (1,000,000
              )Acquisition
                  related expenses
              
              
              
              
              
              (79,338
              )Liabilities
                  assumed
              
              
              
              
              $
              713,634Common
                  stock issued for intangible assets of AAA
              
              
              
              
              $
              375,000




See
      notes
      to consolidated financial statements




F-7




SEARCHHELP,
      INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


December
      31, 2006 and 2005





NOTE
      1
      -  PLAN
      OF
      ORGANIZATION.





Presentation
      of Financial Statements:





The
      Company's business consists principally of the development, sale and
      distribution of parental control and monitoring software and services and
      imaging products. The Company is organized as a single reporting unit and
      believes that it operates as a single business.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As reflected in the financial statements,
      the
      Company incurred net losses of $3,951,743 and $3,780,325 for the years ended
      December 31, 2006 and 2005, respectively. In addition, the Company has negative
      working capital of $1,756,585 and an accumulated deficit of $10,898,029 at
      December 31, 2006.





These
      circumstances raise substantial doubt about the Company's ability to continue
      as
      a going concern. The consolidated financial statements do not include any
      adjustments that might result from the outcome of this uncertainty. Management's
      efforts have been directed towards the development and implementation of a
      plan
      to generate sufficient revenues to cover all of its present and future costs
      and
      expenses. The plan includes, among other things, developing or acquiring
      parental control products and services and selling these products and services
      through a well developed retail channel as well as directly on-line and with
      OEM
      and affiliate partners.





If the
      Company does not generate sufficient revenues from the sales of its products
      in
      an amount necessary to meet its cash needs, the Company will need additional
      financing to continue to operate. As the Company increases sales from its
      products and services, the Company expects to increase cash flows from
      operations. The Company has been successful in raising financing from equity
      and
      debt transactions. During 2006, the Company raised $2,272,000 from the private
      placement of convertible notes and warrants as well as an additional $275,000
      from 10% short term promissory notes. For the period from January 1, 2007 to
      April 5, 2007, subsequent to the balance sheet date, the Company raised
      $1,050,000 from the private placement of 7% convertible preferred stock and
      warrants as well as an additional $10,000 from 10% short term promissory notes.
      As of April 5, 2007, a total of $210,000 of the 10% short term promissory notes
      have been repaid or converted into preferred stock.




The
      accompanying consolidated financial statements have been prepared, in accordance
      with accounting principles generally accepted in the United States (“U.S. GAAP”)
      and pursuant to the rules and regulations of the Securities and Exchange
      Commission (the “SEC”). The accompanying consolidated financial statements
      include the accounts of the Company and its wholly owned subsidiaries. All
      intercompany transactions have been eliminated in consolidation.





NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:




(a)
      Basis
      of Presentation:




The
      accompanying financial statements for the years ended December 31, 2006 and
      2005
      include the accounts of the Company and its wholly owned subsidiaries. All
      intercompany transactions have been eliminated in consolidation. Results of
      operations include ETP from the date of acquisition.




(b)
      Revenue Recognition:




The
      Company recognizes revenues in accordance with the SEC, Staff Accounting
      Bulletin 104, “Revenue Recognition” (“SAB 104”). Under SAB 104 revenue is
      recognized when there is persuasive evidence of an arrangement, delivery has
      occurred or services have been rendered, the sales price is determinable and
      collectability is reasonably assured. Software products and services revenue
      is
      derived via three distinct methods: direct non- consignment sales, consignment
      sales and online Internet sales: (i) revenue in the form of direct non-
      consignment sales of merchandise are recognized when title passes to the
      customer, typically upon shipment, less an estimated reserve if return
      privileges exist; (ii) revenue from consignment sales of software is recognized
      when proof of sale to the end user is received; (iii) revenue from online
      Internet sales is recognized upon the settlement of credit card charges,
      typically within three days of the sale.




(c)
      Use
      of Estimates:




The
      preparation of financial statements in conformity with U.S. GAAP requires
      management to make estimates and assumptions that affect certain reported
      amounts and disclosures. Accordingly, actual results could differ from those
      estimates.




F-8




(d)
      Earnings Per Share:




The
      Company utilizes Statement of Financial Accounting Standards No. 128, "Earnings
      Per Share". Basic earnings per share is calculated on the weighted effect of
      all
      common shares issued and outstanding, and is calculated by dividing net income
      available to common stockholders by the weighted average shares outstanding
      during the period. Diluted earnings per share, which is calculated by dividing
      net income available to common stockholders by the weighted average number
      of
      common shares used in the basic earnings per share calculation, plus the number
      of common shares that would be issued assuming conversion of all potentially
      dilutive securities outstanding, is not presented separately as it is
      anti-dilutive. Such
      securities, shown below, presented on a common share equivalent basis and
      outstanding as of December 31, 2006 and 2005 have been excluded from the per
      share computations:


December
                  30,2006
              
              20052004
                  Stock Plan Options
              
              
              1,450,000
              
              
              1,940,590Other
                  Stock Options
              
              
              8,270,000
              
              
              6,382,500Convertible
                  Notes Payable
              
              
              6,962,500
              
              
              1,557,500Warrants
              
              
              8,231,424
              
              
              5,743,800




(e)
      Stock
      Based Compensation:




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




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




(f)
      Advertising Costs:




The
      Company expenses ordinary advertising and promotion costs as incurred.
      Advertising and promotion costs were $162,410 and $45,990 for the years ended
      December 31, 2006 and 2005, respectively.




(g)
      Software Development Costs:




Research
      and development costs are expensed as incurred. No research and development
      costs were incurred during the years ended December 31, 2006 and 2005.




In
      accordance with the provisions of SFAS No. 86, "Accounting for the costs of
      computer software to be sold or otherwise marketed", software development costs
      are subject to capitalization beginning when a product's technological
      feasibility has been established and ending when a product is available for
      release to customers. For the years ended December 31, 2006 and 2005, the
      Company capitalized $195,822 and $434,866 of software development costs for
      its
      new product Sentry Predator Locator. The software costs are amortized on a
      straight line basis over the estimated useful life of three years. Amortization
      expense for the years ended December 31, 2006 and 2005 was $260,016 and
      $124,787, respectively.




(h)
      Cash
      Equivalents:




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




(i)
      Accounts Receivable and Allowance for Doubtful Accounts




Accounts
      receivable are stated at the amount the Company expects to collect. The Company
      provides an allowance for doubtful accounts equal to the estimated uncollectible
      amounts. The Company’s estimate is based on historical collection experience and
      a review of the current status of trade accounts receivable. It is reasonably
      possible that the Company’s estimate of the allowance for doubtful accounts will
      change. Accounts receivable are presented net of an allowance for doubtful
      accounts of $52,395 and $37,955 at December 31, 2006, and 2005,
      respectively.




F-9




(j)
      Fair
      Value of Financial Instruments:




The
      Company’s financial instruments are cash and cash equivalents, accounts
      receivable, accounts payable, accrued expenses, notes payable, due to
      shareholders and obligations under capital leases. The carrying amounts of
      accounts receivable, inventories, and accounts payable and accrued expenses
      approximates fair value due to the short term nature of these financial
      instruments. The carrying value of due to shareholders reflects fair value
      as
      the terms reflect market conditions at each balance sheet date. The recorded
      values of notes payable and obligations under capital leases approximate their
      fair values, as interest approximates market rates.




(k)
      Concentration of Credit Risk:




Financial
      instruments that potentially subject the Company to concentrations of credit
      risk consist principally of cash and accounts receivable. The Company from
      time
      to time may maintain cash balances, which exceed the Federal Depository
      Insurance Coverage limit. The Company performs periodic reviews of the relative
      credit rating of its bank to lower its risk. Concentrations of credit risk
      with
      respect to accounts receivable are limited because a number of geographically
      diverse customers make up the Company’s customer base, thus spreading the trade
      credit risk.




(l)
      Inventories:




The
      Company's inventory consists entirely of finished, packaged software products
      and is valued at lower of cost or market price. Cost is determined on a
      first-in, first-out (“FIFO”) basis.




(m)
      Deferral of Certain Revenue and Gross Margins:




Direct
      non- consignment sales of merchandise are recognized when title passes to the
      customer, typically upon shipment. However, the Company defers a portion of
      revenues and gross margin, currently estimated at 25%, from direct non-
      consignment sales if return privileges exists. The Company has deferred
      recognition of revenues and gross margin amounting to $48,832 and $44,589,
      respectively as of December 31, 2006.




(n)
      Shipping and Handling Costs:




The
      Company’s shipping and handling costs are included in cost of sales for all
      periods presented. Shipping and handling costs were $44,262 and $636 for the
      years ending December 31, 2006, and December 31, 2005,
      respectively.




(o)
      Fixed
      Assets and Depreciation:




Property
      and equipment are recorded at cost. Expenditures for major additions and
      improvements are capitalized and minor replacements, maintenance, and repairs
      are charged to expense as incurred. When property and equipment are disposed
      of,
      the cost and accumulated depreciation are removed from the accounts and any
      resulting gain or loss is included in the results of operations for the
      respective period. Depreciation is provided for over the estimated useful lives
      of the related asset using the straight-line method. The estimated useful lives
      for significant property and equipment categories are as follows:


Furniture
                  and fixtures
              5
                  yearsData
                  processing equipment
              3
                  to 5 yearsTelecommunication
                  equipment
              5
                  yearsPurchased
                  software
              3
                  years




(p)
      Goodwill:




Under
      the
      provisions of SFAS No. 142, "Goodwill and Other Intangible Assets", goodwill
      is
      to be tested for impairment at least annually at the reporting unit level.
      To
      accomplish this, the Company determined the fair value of the reporting unit
      and
      compared it to the carrying amount of the reporting unit at each balance sheet
      date. No impairment charges resulted from this evaluation for the years ended
      December 31, 2006 and 2005 since the fair value of the reporting unit exceeded
      the carrying amount.




(q)
      Intangible assets and Amortization:




The
      Company's intangible assets as of December 31, 2006 and 2005 consisted
      of:





December
                31, 2006
            
            December
                31, 2005Gross
            
            Estimated
                Life
            
            Accumulated
                Amortization
            
            Net
            
            Accumulated
                Amortization
            
            NetCovenant
                not to compete
            
            $
            8,800
            
            
            3
                years
            
            $
            4,579
            
            $
            4,221
            
            $
            1,646
            
            $
            7,154Licenses
            
            
            4,700
            
            
            -
            
            
            4,700
            
            
            -
            
            
            4,700
            
            
            -Customer
                Relationships
            
            
            620,000
            
            
            10
                years
            
            
            96,789
            
            
            523,211
            
            
            34,790
            
            
            585,210Total
            
            $
            633,500
            
            
            
            
            $
            106,068
            
            $
            527,432
            
            $
            41,136
            
            $
            592,364




Intangible
      assets subject to amortization are amortized on a straight-line basis over
      their
      estimated useful lives. The amortization expense for the years ended December
      31, 2006 and 2005 was $64,933 and $41,135, respectively. Amortization expense
      for 2007, 2008, 2009, 2010 and 2011 is estimated to be $64,900, $64,900,
      $64,900, $63,600 and $62,000, respectively.




F-10


(r)
      Deferred Financing Costs:




The
      Company incurred financing costs related to its borrowings. Such costs are
      deferred and amortized generally by the straight-line method over the life
      of
      the underlying borrowings. In case the amount is repaid before maturity, the
      related unamortized amount is written off in the statement of operations. The
      Company amortized $91,552 and $6,853 of deferred financing costs for the years
      ended December 31, 2006 and 2005, respectively.




(s)
      Recently Issued Accounting Pronouncements Affecting The Company:





*Statement
      of Financial Accounting Standard 154, Accounting Changes and Error Corrections
      (“SFAS 154”)*





In
      May
      2005, FASB issued SFAS No. 154, Accounting Changes and Error Corrections -
      a
      replacement of APB Opinion No. 20 (Accounting Changes) and FASB No. 3 (Reporting
      Accounting Changes in Interim Financial Statements), that changes requirements
      for the accounting for and reporting of a change in accounting principle. This
      Statement requires retrospective application to prior periods’ financial
      statements of changes in accounting principle unless it is impracticable to
      determine either the period-specific effects or the cumulative effect of the
      change. When it is impracticable to determine the period-specific effects of
      an
      accounting change on one or more individual prior periods presented, this
      Statement requires that the new accounting principle be applied to the balances
      of assets and liabilities as of the beginning of the earliest period for which
      retrospective application is practicable and that a corresponding adjustment
      be
      made to the opening balance of retained earnings (or other appropriate
      components of equity or net assets in the statement of financial position)
      for
      that period rather than being reported in an income statement. When it is
      impracticable to determine the cumulative effect of applying a change in
      accounting principle to all prior periods, this Statement requires that the
      new
      accounting principle be applied as if it were adopted prospectively from the
      earliest date practicable. This statement carries forward without change, the
      guidance contained in APB No. 20 for reporting the correction of an error and
      a
      change in accounting estimate. SFAS No. 154 is effective for accounting changes
      and error corrections made in fiscal years beginning after December 15, 2005.
      The adoption of this pronouncement had no effect on the Company’s consolidated
      financial statements.





*Statement
      of Financial Accounting Standard 157, Fair Value Measurements (“SFAS
      157”)*





In
      September 2006, the Financial Accounting Standard Board issued a standard that
      provides enhanced guidance for using fair value to measure assets and
      liabilities. The standard applies whenever other standards require (or permit)
      assets or liabilities to be measured at fair value. The standard does not expand
      the use of fair value in any new circumstances. This Statement is effective
      for
      financial statements issued for fiscal years beginning after November 15, 2007,
      and interim periods within those fiscal years. Earlier application is
      encouraged, provided that the reporting entity has not yet issued financial
      statements for that fiscal year, including financial statements for an interim
      period within that fiscal year. The Company does not believe that the adoption
      of this standard will have a material effect on its financial
      statements.





*SEC
      Staff Accounting Bulletin 108 (“SAB 108”), Considering the Effects of Prior Year
      Misstatements when Qualifying Misstatements in Current Year Financial
      Statements*





In
      September 2006, the SEC staff issued Staff Accounting Bulletin No. 108,
      "Considering the Effects of Prior Year Misstatements when Quantifying
      Misstatements in Current Year Financial Statements." SAB 108 was issued in
      order
      to eliminate the diversity of practice surrounding how public companies quantify
      financial statement misstatements.





Traditionally,
      there have been two widely-recognized methods for quantifying the effects of
      financial statement misstatements: the “roll-over” method and the “iron curtain”
method. The roll-over method focuses primarily on the impact of a misstatement
      on the income statement—including the reversing effect of prior year
      misstatements—but its use can lead to the accumulation of misstatements in the
      balance sheet. The iron-curtain method, on the other hand, focuses primarily
      on
      the effect of correcting the period-end balance sheet with less emphasis on
      the
      reversing effects of prior year errors on the income statement.





In
      SAB
      108, the SEC staff established an approach that requires quantification of
      financial statement misstatements based on the effects of the misstatements
      on
      each of the company's financial statements and the related financial statement
      disclosures. This model is commonly referred to as a "dual approach" because
      it
      requires quantification of errors under both the iron curtain and the roll-over
      methods. SAB 108 permits existing public companies to initially apply its
      provisions either by (i) restating prior financial statements as if the "dual
      approach" had always been used or (ii) recording the cumulative effect of
      initially applying the "dual approach" as adjustments to the carrying values
      of
      assets and liabilities as of January 1, 2006 with an offsetting adjustment
      recorded to the opening balance of retained earnings.





F-11





*Financial
      Accounting Standards Board (FASB) Interpretation No. 48, Accounting for
      Uncertainty in Income Taxes (“FIN 48”)*





In
      July
      2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
      No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB
      Statement No. 109 (FIN 48), which provides clarification related to the process
      associated with accounting for uncertain tax positions recognized in
      consolidated financial statements. FIN 48 prescribes a more-likely-than-not
      threshold for financial statement recognition and measurement of a tax position
      taken, or expected to be taken, in a tax return. FIN 48 also provides guidance
      related to, among other things, classification, accounting for interest and
      penalties associated with tax positions, and disclosure requirements. We are
      required to adopt FIN 48 effective January 1, 2007, although early adoption
      is
      permitted. We are currently evaluating the impact of adopting FIN 48 on our
      consolidated financial statements.





*FSP
      FAS 123(R)-5, Amendment of FASB Staff Position FAS
      123(R)-1*





FSP
      FAS
      123(R)-5 was issued on October 10, 2006. The FSP provides that instruments
      that
      were originally issued as employee compensation and then modified, and that
      modification is made to the terms of the instrument solely to reflect an equity
      restructuring that occurs when the holders are no longer employees, then no
      change in the recognition or the measurement (due to a change in classification)
      of those instruments will result if both of the following conditions are met:
      (a). There is no increase in fair value of the award (or the ratio of intrinsic
      value to the exercise price of the award is preserved, that is, the holder
      is
      made whole), or the antidilution provision is not added to the terms of the
      award in contemplation of an equity restructuring; and (b). All holders of
      the
      same class of equity instruments (for example, stock options) are treated in
      the
      same manner. The provisions in this FSP shall be applied in the first reporting
      period beginning after the date the FSP is posted to the FASB website. We will
      evaluate whether the adoption will have any impact on your financial
      statements.





(t)
      Reclassifications:





Prior
      year amounts have been reclassified to make them comparative with the current
      year’s presentation.





NOTE
      3 - EMPLOYEE
      STOCK COMPENSATION





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





**Accounting
      for Employee Awards:**




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





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





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





F-12


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





As
      a
      result of the adoption of FAS 123(R), the Company's results for the year
      ended December 31, 2006 include
      share-based compensation expense totaling $665,639 which has been included
      in
      the general and administrative expenses line item. No income tax benefit has
      been recognized in the income statement for share-based compensation
      arrangements as the Company has provided a 100% valuation allowance on its’ net
      deferred tax asset. A total
      of $311,204 of stock compensation expense for employee options was recorded
      under APB No. 25 in the Consolidated Statements of Operations for the year
      ended
      December 31, 2005.





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





The
      fair
      value of options at the date of grant is estimated using the Black-Scholes
      option pricing model. During
      the year ending December 31, 2006, the
      assumptions made in calculating the fair values of options are as follows:





**For
                the**
              **Year
                ended****December
                31, 2006**Expected
                term (in years)
            
            5Expected
                volatility
            
            88.83%
                - 99.55%Expected
                dividend yield
            
            0%Risk-free
                interest rate
            
            4.34%
                - 5.25%





**Accounting
      for Non-employee Awards:**




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





Stock
      compensation expense related to non-employee options was approximately $28,000
      and $4,000 for the years
      ended December 31, 2006 ,
      and
      2005, respectively. These amounts are included in the Consolidated Statements
      of
      Operations within the general and administrative expenses line item.





F-13





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





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





**For
                the**
              **Year
                ended********December
                31, 2005**Net
                loss attributable to common stockholders, as reported
            
            $
            (3,780,325
            )Add:
                Stock-based compensation included in reported net loss
            
            
            311,204Deduct:
                Total stock based compensation expense determined under the fair
                value
                based method for all awards (no tax effect)
            
            
            (
                205,215
            )Pro
                forma net loss attributable to common stockholders
            
            $
            (3,674,336
            )Net
                loss per share:Basic
                and diluted loss per share - as reported
            
            
            ($0.12
            )Basic
                and diluted loss per share - pro forma
            
            
            ($0.11
            )




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





**For
                the**
              **Year
                ended****December
                31, 2005**Expected
                term (in years)
            
            5Expected
                volatility
            
            99.88%
                - 112.67%Expected
                dividend yield
            
            0%Risk-free
                interest rate
            
            3.890%
                - 4.66%





There
      were 2,280,000 and 6,020,000 employee
      stock options granted in the years ended December 31, 2006 and
      2005,
      respectively. The following table represents our stock options granted,
      exercised, and forfeited during 2006 and 2005.





Weighted
            
            WeightedAverage
            
            AverageExercise
            
            Remaining
            
            AggregateNumber
            
            Price
            
            Contractual
            
            IntrinsicStock
                Options
            
            of
                Shares
            
            per
                Share
            
            Term
            
            ValueOutstanding
                at January 1, 2005
            
            
            2,245,590
            
            $
            0.46Granted
            
            
            6,120,000
            
            $
            0.36Exercised
            
            
            (35,000
            )
            $
            0.47Forfeited/expired
            
            
            (7,500
            )
            $
            0.70Outstanding
                at December 31, 2005
            
            
            8,323,090
            
            $
            0.38Granted
            
            
            2,280,000
            
            $
            0.35Exercised
            
            
            -
            
            
            -Forfeited/expired
            
            
            (883,090
            )
            $
            0.43Outstanding
                at December 31, 2006
            
            
            9,720,000
            
            $
            0.32
            
            
            3.299
            
            $
            365,000Exercisable
                at December 31, 2006
            
            
            5,753,333
            
            $
            0.27
            
            
            3.150
            
            $
            248,333





The
      fair
      value of the 2,280,000 employee stock options granted in the year ended December
      31, 2006 was $594,200. As of December 31, 2006, there was $871,227 of
      unrecognized compensation cost, net of estimated forfeitures, related to
      non-vested stock options, which is expected to be recognized over a weighted
      average period of approximately 2.0 years.





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





SearchHelp,
      Inc. completed its acquisition of E-Top-Pics, Inc. (“ETP”) pursuant to the terms
      of a Stock Purchase Agreement dated as of June 8, 2005. SearchHelp acquired
      100%
      of the capital stock of E-Top-Pics, Inc. in exchange for 4 million shares of
      SearchHelp restricted common stock for an aggregate purchase price of $1 million
      which was the aggregate fair value of 4 million shares at $0.25 per share. Including
      approximately $79,000 for accounting and legal expenses directly related to
      the
      acquisition, the total purchase price was approximately $1,079,000. The business
      combination has been accounted for as a purchase in accordance with SFAS No.
      141
      allocating the purchase price to the tangible and intangible assets acquired
      and
      liabilities assumed based on their estimated fair values. The allocation
      resulted in recording intangibles of $633,500 and goodwill of $536,081. For
      the
      years ended December 31, 2006 and 2005, amortization expense of $64,933 and
      $41,135 was charged, respectively.




F-14


The
      following unaudited pro forma financial information for the year ended December
      31, 2005 presents the combined results of operations of the Company and ETP
      as
      if the acquisition had occurred at January 1, 2005, the date of the earliest
      period presented. The pro forma results presented below for 2005 combine the
      results of the Company for 2005 and historical results of ETP from January
      1,
      2005 through December 31, 2005. The unaudited pro forma financial information
      is
      not intended to represent or be indicative of the Company’s consolidated results
      of operations or financial condition that would have been reported had the
      acquisition been completed as of the beginning of the periods presented and
      should not be taken as indicative of the Company’s future consolidated results
      of operations .







For
                the Year Ended
              December
                31 2005,Revenues
            
            $
            2,169,953Net
                Loss
            
            
            (3,739,587
            )Loss
                per share - basic and diluted
            
            $
            (0.12
            )




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





NOTE
      5
      - ACQUISTION OF AMBER ALERT INC.





On
      November 4, 2005, the Company concluded an exchange agreement with Amber Alert
      Agent, Inc., (“AAA”) and the former stockholders of AAA. The Company issued
      1,500,000 restricted shares of its common stock in exchange for 100% of AAA
      capital stock. The stock is being held in escrow until the delivery of the
      product and services are made to the Company (see Note 17a). The Company has
      accounted for this transaction as an asset acquisition valued at $375,000 ($0.25
      x 1,500,000 shares), and has reflected the consideration under software
      development costs on the balance sheet. In addition, the Company has reserved
      an
      aggregate of 51,000 shares for future issuance to the former stockholders of
      AAA
      as non-compete consideration. AAA was inactive during the years ended December
      31, 2006 and 2005.





NOTE
      6 - PROPERTY
      AND EQUIPMENT.





The
      following is a summary of property and equipment, at cost less accumulated
      depreciation, at December 31:





*2006*
            
            *2005*Furniture
                and fixtures
            
            $
            3,780
            
            $
            3,780Data
                processing equipment
            
            
            96,718
            
            
            -Telecommunication
                equipment
            
            
            21,262
            
            
            -Purchased
                software
            
            
            2,395
            
            
            -124,155
            
            
            3,780Less:
                accumulated depreciation
            
            
            (15,648
            )
            
            (2,497
            )$
            108,507
            
            $
            1,283





Depreciation
      charged to operations amounted to $13,150 and $453 for the years ended December
      31, 2006 and 2005, respectively. Property and equipment include gross assets
      acquired under capital leases of $87,098 at December 31, 2006. Capital leases
      are included as a component of data processing equipment. Amortization of assets
      under capital leases is included in depreciation expense.





NOTE
      7 -
      NOTES PAYABLE - BANK.





The
      Company has a $50,000 revolving line of credit and a $5,000 overdraft privilege
      with a bank. At December 31, 2006 and 2005, $49,697 and $50,000 of the line
      has
      been utilized, respectively. At December 31, 2006, $5,000 of the overdraft
      privilege has also been utilized. Interest on borrowings is charged at 2.25%
      above the bank's prevailing prime rate (10.50% at December 31, 2006 and 9.38%
      at
      December 31, 2005). Interest of $3,778 and $4,274 was charged to operations
      for
      the years ended December 31, 2006 and 2005, respectively. The debt is guaranteed
      personally by the CEO of the Company and is collateralized by marketable
      securities owned by him which had a fair market value of approximately $36,000
      at December 31, 2006.





F-15


NOTE
      8 -
      NOTE PAYABLE - EQUIPMENT





On
      July
      12, 2006, the Company entered into a secured loan agreement with GE Commercial
      Finance for the purchase of $21,262 of communications equipment related to
      the
      Company’s corporate office space. This loan has a five-year term with monthly
      payments of $433 including interest at the rate of 8.15% per annum and is
      secured by the equipment purchased. The outstanding balance at December 31,
      2006
      was $19,801 of which $3,690 is included in current liabilities. Future principal
      payments under the secured loan payable as of December 31, 2006 for each of
      the
      next five years are $3,690, $4,002, $4,340, $4,708 and $3,354,
      respectively.





NOTE
      9 -
      OBLIGATIONS UNDER CAPITAL LEASE





On
      July
      17, 2006 the Company entered into an equipment lease agreement with Citicorp
      Vendor Finance for the purchase of $87,098 of computer equipment related to
      the
      Company’s products. The lease has a five-year term and a $1 purchase option. The
      Company is accounting for this obligation as a capital lease. Assets and
      liabilities under capital leases are recorded at the lower of the present value
      of the minimum lease payments or the fair market value of the asset. The assets
      are depreciated over the lower of their related lease terms or their estimated
      useful lives. Depreciation for assets under capital leases amounted to $7,984
      and is included in depreciation expense for the year ended December 31, 2006.





The
      following is a summary of assets held under capital leases:





December
                31, 2006Data
                processing equipment, servers and routers
            
            $
            87,098Less:
                Accumulated depreciation
            
            
            (
                7,984
            )$
            79,114





Minimum
      future lease payments under the capital lease as of December 31, 2006 for each
      of the next five years and in the aggregate are:





Year
                ending
            
            AmountDecember
                31, 2007
            
            $
            21,322December
                31, 2008
            
            
            21,322December
                31, 2009
            
            
            21,322December
                31, 2010
            
            
            21,322December
                31, 2011
            
            
            12,438Total
                minimum lease payments
            
            
            97,726Less:
                Amount representing interest
            
            
            (16,608
            )Present
                value of net minimum lease payments
            
            
            81,118Less:
                current portion
            
            
            (15,189
            )Long
                term portion
            
            $
            65,929





NOTE
      10 - 10%
      CONVERTIBLE NOTES PAYABLE





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





For
      the
      year ended December 31, 2006, the Company raised a gross amount of $2,272,000
      from the unit offering. The warrant value was $599,380 and was recorded as
      a
      discount to the notes.  A
      total
      amount of $246,163 was accreted as interest expense during the year ended
      December 31, 2006. When comparing the fair value of the notes to the note value
      there was a beneficial conversion feature of $589,319. This amount was recorded
      as a discount to the notes and is accreted over the two year life of the note
      using the effective interest method. For the year ended December 31, 2006,
      an
      aggregate of $253,624 was charged to interest expense which included $49,204
      of
      unamortized beneficial conversion from December 31, 2005.





F-16


As
      reflected on the balance sheet at December 31, 2006 and December 31, 2005,
      the
      note value, net of discount, was $2,080,758 and $497,667,
      respectively.





Future
      principal payments under the 10% convertible notes payable as of December 31,
      2006 for each of the next two years and in the aggregate are:





Year
                ending
            
            AmountDecember
                31, 2007
            
            $
            623,000December
                31, 2008
            
            
            2,272,000Total
                principal payments
            
            
            2,895,000Less
                discount
            
            
            (814,242
            )Total,
                net of discount
            
            
            2,080,758Less
                current portion
            
            
            590,118Long
                term portion
            
            $
            1,490,640




NOTE
      11 -
      SHORT TERM BRIDGE NOTES PAYABLE




On
      October 31, 2006 the Company began a private placement to accredited investors
      of 10% short term promissory notes. These notes are payable the earlier of
      one
      year from the issue date or when the Company raises $1,000,000 in its next
      qualified financing as defined. The notes bear an interest rate of 10% per
      annum, payable at the end of the term and the holders received restricted shares
      of the Company’s common stock equal to the face value of their note.
      Additionally, these notes are secured by a pledge of the Company’s common stock
      owned by its Chief Executive Officer.




For
      the
      year ended December 31, 2006, the Company raised a gross amount of $275,000
      from
      these promissory notes and issued 275,000 restricted shares of
      the
      Company’s common stock to the note holders. These
      shares were valued at the fair market value on the date of each note, less
      an
      approximate 10% discount (due to the restriction), for an aggregate total of
      $81,225 which was recorded as a discount to the notes with a corresponding
      credit to common stock and additional paid in capital. This discount is accreted
      over the one year life of the note using the straight line method. For the
      year
      ending December 31, 2006, an aggregate of $10,500 was charged to interest
      expense.




In
      February 2007, subsequent to the balance sheet date, the Company raised an
      additional $10,000 from 10% short term promissory notes. As of April 5, 2007,
      a
      total of $210,000 of the 10% short term promissory notes have been repaid or
      converted into preferred stock.




NOTE
      12 -
      DUE TO/FROM STOCKHOLDERS AND AFFILIATES




(a)  Due
      to
      stockholders




At
      December 31, 2006 and December 31, 2005, the
      Company was indebted to its CEO, William Bozsnyak, in the amounts of $617,500
      and $754,500, respectively, for working capital advances made to the Company.
      For the year ended December 31, 2006 and 2005, interest expense was charged
      in
      the amounts of $62,280 and $37,511 respectively. On March 10, 2006, Mr. Bozsnyak
      converted $180,000 of loans into 600,000 restricted shares of the Company’s
      common stock. The interest rate used in this calculation is the same interest
      rate paid to the Company’s short term lender under the revolving line of credit
      described in Note 7. At December 31, 2006, $107,792 in accrued interest was
      due
      to Mr. Bozsnyak.




At
      December 31, 2005, $87,639 was owed for unpaid salaries to Mr. Bozsnyak and
      Debbie Seaman, the Company’s former President. On December 31, 2006, Mr.
      Bozsnyak and Ms. Seaman waived any and all claims.




The
      Company also owed Mr. Bozsnyak $6,917 and $39,481 as of December 31, 2006 and
      December 31, 2005, respectively, for travel expenses and online advertising
      incurred on behalf of the Company. Additionally, at December 31, 2006, Brian
      O’Connor, a shareholder and director, is owed $1,367 for travel expenses
      incurred on behalf of the Company. The Company owed Joseph Carrizzo, a
      shareholder and former President and director of the Company $1,128 for
      unreimbursed expenses at December 31, 2005. The Company’s former securities
      counsel, a shareholder, is owed $ 13,976 at December 31, 2005 for unpaid legal
      services.




At
      December 31, 2006, $108,415 was owed for unpaid salaries and accrued vacation
      to
      Mr. Bozsnyak, Mr. Carrizzo and Mr. O’Connor. An additional $50,000 was owed to
      Mr. Carrizzo for bonuses earned in connection with certain liquidity milestones
      being met.




F-17


At December
      31, 2006 and December 31, 2005, the Company owed $3,500 and $2,775,
      respectively, to the chairman of the audit and compensation committees, who
      is a
      shareholder .




(b)
      Due
      to affiliates




The
      President of ETP has a minority interest in three affiliated companies. Based
      upon cash flow needs, there are loans made to and/or from one of these
      affiliates as well as from the President of ETP directly. As of December 31,
      2006 and December 31, 2005, the Company owed one of these affiliates $59,657
      and
      $61,257, respectively.




(c)
      Due
      from affiliate




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




NOTE
      13 -
      ECONOMIC DEPENDENCY




The
      Company sells its products through distributors to major retailers throughout
      the United States. At December 31, 2006, two customers, each of which accounted
      for more than 10% of the Company’s accounts receivable, accounted for 67% of
      total accounts receivable in the aggregate. At December 31, 2005, one customer
      accounted for 92% of total accounts receivable. The Company maintains adequate
      reserves for potential credit losses and such losses have been minimal and
      within management’s estimates.




In
      2006,
      the four largest customers, each of which accounted for more than 10% of the
      Company’s sales, accounted for 71% of total sales in the aggregate. In 2005, the
      single largest customer accounted for 89% of sales.




In
      2006,
      the Company, for reasons of convenience, consistency and economy of scale,
      purchased its entire inventory from one vendor. This risk is mitigated to a
      great extent by the extensive availability of similar vendors at competitive
      prices throughout the United States.




NOTE
      14 -
      LICENSING AGREEMENTS WITH FUJI PHOTO USA





On
      September 27, 2005, the Company’s wholly owned subsidiary ETP, signed a supply
      agreement with Fuji Photo Film, USA, Inc. (“Fuji”) to purchase Instax film and
      cameras. The contract term was for two years. ETP was obligated to purchase
      1.8
      million packs of film and 180,000 cameras during the first year of the
      agreement. ETP was obligated to purchase 4.3 million packs of film and 430,000
      Instax cameras by December 31, 2007. This agreement could be terminated by
      either party prior to the expiration date by written notice.





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





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





F-18


NOTE
      15 -
      INCOME TAXES





The
      tax
      effect of the temporary differences that give rise to deferred tax assets are
      presented below:





Year
                EndedDecember
                31,2006
            
            2005Deferred
                Tax Assets:Accounts
                Receivable
            
            $
            20,400
            
            $
            14,800Option
                Expense
            
            
            439,800
            
            
            169,600Net
                Operating Losses
            
            
            3,784,600
            
            
            2,521,400Valuation
                Allowances
            
            
            (4,244,800
            )
            
            (2,705,800
            )Net
                Deferred Tax Asset
            
            $
            0
            
            $
            0





At
      December 31, 2006 and 2005, a 100% valuation allowance was recorded to reduce
      the Company’s net deferred tax asset to $0. The Company could not determine that
      it was more likely than not that the deferred tax asset resulting from net
      operating loss carryforwards would be realized.





The
      Company has generated net operating loss carryforwards aggregating approximately
      $9,700,000 at December 31, 2006 for federal and state income tax purposes.
      These
      carryforwards are available to offset future taxable income and expire at
      various dates through 2026.





A
      reconciliation of the difference between the expected tax rate using the
      statutory federal tax rate and the Company’s effective tax rate is as
      follows:





Year
                EndedDecember
                31,2006
            
            2005U.S
                Federal income tax statutory rate
            
            
            34.0
            %
            
            34.0
            %State
                income tax, net of federal income tax benefit
            
            
            5.0
            %
            
            5.0
            %Deferred
                tax asset allowance
            
            
            (39.0
            %)
            
            (39.0
            %)Effective
                tax rate
            
            
            (0.0
            %)
            
            (0.0
            %)





NOTE
      16 -
      EQUITY TRANSACTIONS .





In
      April
      2005, management disbanded the Advisory Board due to inactivity. As a result
      90,000 shares of common stock were returned to the transfer agent. In April
      2005, an entry was made to operations crediting Advisory Board consulting for
      $45,500 with a corresponding debit to additional paid-in capital. On April
      1,
      2005, an additional entry was made to operations crediting Advisory Board
      consulting for of $18,688 with a corresponding debit to additional paid-in
      capital.





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





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





On
      June
      8, 2005, the Company issued 4 million shares of restricted common stock,
      pursuant to the terms of a Stock Purchase Agreement, for its acquisition of
      ETP.
      The Company recorded a fair value of the purchase of $1 million which was the
      aggregate fair value of 4 million shares at $0.25 per share.





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





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





On
      November 4, 2005, the Company issued 1.5 million shares of common stock for
      the
      acquisition of Amber Alert Agent, Inc. The Company recorded $375,000 for the
      fair value of the asset purchase which was the aggregate fair value of 1.5
      million shares at $0.25 per share. The stock is being held in escrow until
      completion of certain deliverables under the contract is achieved. (see Note
      17a)





F-19


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





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





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





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





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





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





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





On
      July
      31, 2006, the Company issued 7,959 restricted common shares to a legal firm
      in
      exchange for services. Of these, 3,306 shares were valued at the fair market
      value of $0.36, less an approximate 10% discount (due to the restriction) or
      at
      $0.33 per share. The remaining 4,653 of these shares were valued at the fair
      market value of $0.44, less an approximate 10% discount (due to the restriction)
      or at $0.40 per share. A total of $2,953 was charged to operations with a
      corresponding credit to additional paid in capital.





On
      August
      25, 2006, the Company issued 50,000 restricted common shares to a marketing
      firm
      in exchange for services. These shares were valued at the fair market value
      of
      $0.36, less an approximate 10% discount (due to the restriction) or at $0.33
      per
      share. A total of $16,500 was charged to operations with a corresponding credit
      to additional paid in capital.





On
      October 4, 2006, the Company issued 26,847 shares of the Company's restricted
      common stock as payment in kind for interest due for the month of September
      2006
      on the Company’s 10% convertible notes.





On
      October 31, 2006, the Company issued 25,000 restricted shares of the Company’s
      common stock in connection with its short term promissory notes. These shares
      were valued at the fair market value of $0.36, less an approximate 10% discount
      (due to the restriction) or at $0.32 per share. A total of $8,100 was recorded
      as a discount to the note and is accreted over the one year life of the note.
      If
      the debt is retired earlier than the maturity date, the unamortized amount
      will
      be charged to operations at that time.





On
      November 2, 2006, the Company issued 100,000 restricted shares of the Company’s
      common stock in connection with its short term promissory notes. These shares
      were valued at the fair market value of $0.37, less an approximate 10% discount
      (due to the restriction) or at $0.33 per share. A total of $33,300 was recorded
      as a discount to the note and is accreted over the one year life of the note.
      If
      the debt is retired earlier than the maturity date, the unamortized amount
      will
      be charged to operations at that time.





On
      November 8, 2006, the Company issued 50,000 restricted shares of the Company’s
      common stock in connection with its short term promissory notes. These shares
      were valued at the fair market value of $0.33, less an approximate 10% discount
      (due to the restriction) or at $0.30 per share. A total of $14,850 was recorded
      as a discount to the note and is accreted over the one year life of the note.
      If
      the debt is retired earlier than the maturity date, the unamortized amount
      will
      be charged to operations at that time.





F-20


On
      November 15, 2006, the Company issued 25,000 restricted shares of the Company’s
      common stock in connection with its short term promissory notes. These shares
      were valued at the fair market value of $0.30, less an approximate 10% discount
      (due to the restriction) or at $0.27 per share. A total of $6,750 was recorded
      as a discount to the note and is accreted over the one year life of the note.
      If
      the debt is retired earlier than the maturity date, the unamortized amount
      will
      be charged to operations at that time.





On
      November 16, 2006, the Company issued 37,000 shares of the Company's restricted
      common stock as payment in kind for interest due for the month of October 2006
      on the Company’s 10% convertible notes





On
      December 6, 2006, the Company issued 45,122 shares of the Company's restricted
      common stock as payment in kind for interest due for the month of November
      2006
      on the Company’s 10% convertible notes.





On
      December 27, 2006, the Company issued 6,400 restricted common shares to a
      marketing firm in exchange for services. These shares were valued at the fair
      market value of $0.28, less an approximate 10% discount (due to the restriction)
      or at $0.25 per share. A total of $1,600 was charged to operations with a
      corresponding credit to additional paid in capital.





On
      December 29, 2006, the Company issued 75,000 restricted shares of the Company’s
      common stock in connection with its short term promissory notes. These shares
      were valued at the fair market value of $0.27, less an approximate 10% discount
      (due to the restriction) or at $0.24 per share. A total of $18,225 was recorded
      as a discount to the note and is accreted over the one year life of the note.
      If
      the debt is retired earlier than the maturity date, the unamortized amount
      will
      be charged to operations at that time.





Warrants :


During
      2003, as part of its initial sale of its securities to the public, the Company
      sold Class A warrants, exercisable for five years, to acquire 2,474,000 common
      shares at $0.75 per share and Class B warrants, exercisable for seven years,
      to
      acquire 2,474,000 common shares at $1.75 per share. As additional compensation
      to the placement agent who placed the Company’s securities, the agent and its
      designees received rights to acquire 247,000 units of the Company’s securities
      for $0.985 each for five years. Each unit is comprised of one share of common
      stock, a warrant to acquire one share of common stock at $0.985 and another
      warrant to acquire a common share at $2.285 per share. Warrants to acquire
      172,800 shares of the Company’s common stock at $0.30 per share  were
      issued to a placement agent exercisable for five years as part of his
      compensation for his services in the Company’s private placement of its
      securities in 2004.





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





On
      May
      23, 2006, a warrant was issued to a placement agent to acquire 85,400 common
      shares at $0.50 per share exercisable for three years as part of the
      compensation for services rendered in the Company’s private placement of its
      securities in the December 19, 2005 private placement. A total of $19,642, the
      fair
      value of warrant at the date of issue, was
      capitalized as deferred financing costs with a corresponding credit to
      additional paid in capital. This amount is being accreted over the remaining
      life of the notes associated with the placement agent using the straight line
      method. For the year ending December 31, 2006, an aggregate of $7,366 was
      charged to amortization expense.





On
      December 29, 2006, a warrant was issued to an individual to acquire 200,000
      shares of the Company’s common stock at $0.27 per share
      exercisable for five years as
      part
      of the compensation for services rendered in connection providing access and
      introductions to various retail channels for the Company’s products. A total of
      $32,000, the
      fair
      value of warrant at the date of issue, was
      charged to operations with a corresponding credit to additional paid in capital.





For
      the
      year ended December 31, 2006, no warrants were exercised.





NOTE
      17 -
      COMMITMENTS AND CONTINGENCIES.





(a)  Legal
      Proceedings





*AmberAlertAgent
      Development Company, LLC*





On
      February 20, 2007, subsequent to the balance sheet date, SearchHelp was served
      with a complaint that was filed in the Superior Court of California in San
      Diego
      County on February 8, 2007, entitled AmberAlertAgent Development Co., LLC,
      a
      California Limited Liability Company; Perkins, Brinson, Ho, LLC, a California
      Limited Liability Company; Philip Dizon, an individual; Edward Sullivan, an
      individual; Gil Amelio, an individual; Richard A. Weintraub, an individual;
      Carl
      Perkins, an individual; and Duane Brinson, an individual v. Searchhelp, Inc.,
      a
      Delaware Corporation; and Does 1-20. The claims against the Company arise out
      of
      an Exchange Agreement entered into between AmberAlertAgent, Inc. (“AAA”),
      certain of the plaintiffs and the Company pursuant to which the Company
      purchased all the issued and outstanding shares of AAA in exchange for 1.5
      million shares in the Company. The shares in the Company acquired by the
      plaintiffs were to be held in escrow until plaintiffs completed the development
      of software, and provided certain other services, as set forth in a Consulting
      Agreement between plaintiffs and the Company.





F-21


In
      their
      Complaint, plaintiffs allege that they have performed all services required
      to
      be performed by the parties’ agreements, including the development of the
      software described in the Consulting Agreement. The Complaint seeks (i) a
      declaratory judgment that plaintiffs have performed their obligations under
      the
      parties’ agreements and are entitled to the release of their shares in the
      Company from escrow, (ii) an accounting of the profits of the Company and the
      payment of any amounts due as determined by such an accounting, which the
      Complaint alleges to be an amount that exceeds $25,000, and (iii) damages,
      on a
      quantum meruit claim, in the amount of $330,840, arising out of services
      purportedly provided by the plaintiffs for which they allegedly were not
      compensated. The Company disputes each of these claims and, in particular,
      disputes plaintiffs’ assertion that they have performed the services they were
      obligated to perform under the parties’ agreements.





The
      Company contends that the conditions for release of escrow have not been met
      and
      that the services were never ordered or required by the Company or the terms
      of
      the contract. SearchHelp’s management and legal counsel has reviewed the
      complaint and the Company believes it to be lacking in merit. Therefore,
      SearchHelp will defend the litigation vigorously and not only assert any
      counterclaims it may have, but also seek reimbursement of the costs and fees
      it
      incurs in the litigation.





*Environmental
      Commercial Technology Corp.*





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





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





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





Pursuant
      to the 2006 Settlement Agreement, the Company was relieved of its $100,000
      payment obligation to BNC. Instead, BNC will withhold the first $100,000 in
      participatory interest otherwise due to Company.


Furthermore,
      the 2006 Settlement Agreement limits the number of shares of the common stock
      of
      the Company that BNC may sell in any calendar week until all of the remaining
      shares have been sold.




(b)  Leases





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


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




F-22




ETP
      leases office space in Boston, Massachusetts on a month to month basis. The
      annual rent is $26,970.





Rent
      expense was $66,557 and $22,270 for the years ended December 31, 2006 and 2005
      respectively.





(c)  Employment
      Contracts





On
      April
      26, 2005, Mr. Carrizzo, the Company’s former President, signed a three year
      employment contract with the Company. Mr. Carrizzo will receive a base salary
      of
      $120,000 per year with a 10% increase each year. Mr. Carrizzo was also granted
      an option to purchase 3,000,000 shares of the Company's stock at a purchase
      price of $.30 per share. These options were valued at the fair market value
      on
      the date of grant. These options vest fully in three years and have a five
      year
      life. As of December 31, 2006, 2,000,000 options were vested. Subsequent to the balance sheet date, Mr. Carrizzo resigned from the Company
      (see Note 18 to the Notes to the Consolidated Financial Statements).





On
      May 1,
      2005, Mr. Bozsnyak, the Company’s Chairman and Chief Executive Officer, signed a
      new three year employment contract with the Company. Mr. Bozsnyak will receive
      a
      base salary of $120,000 per year with a 10% increase each year. Mr. Bozsnyak
      was
      also granted an option to purchase 1,000,000 shares of the Company's stock
      at a
      purchase price of $.45 per share. These options were valued at the fair market
      value on the date of grant. These options vest fully in three years and have
      a
      five year life. As of December 31, 2006, 666,667 options were vested. On January
      29, 2007, subsequent to the balance sheet date, we amended the terms of Mr.
      Bozsnyak's employment agreement. Under the terms of the amendment, the term
      of
      the employment agreement was extended until December 31, 2009 and beginning
      on
      January 1, 2007, Mr. Bozsnyak's base salary was increased to $250,000 per annum,
      of which $150,000 is payable in cash and, until such time as we have cash flow
      in excess of $1 million for two consecutive quarters, $100,000 shall be paid
      quarterly in options to purchase our common stock.





On
      June
      8, 2005, Mr. O'Connor, the Company’s Chief Operating Officer, signed a three
      year employment contract with the Company. Mr. O'Connor will receive a base
      salary of $120,000 per year with a 10% increase each year. Mr. O'Connor was
      also
      granted an option to purchase 1,000,000 shares of the Company's stock at a
      purchase price of $.49 per share. These options were valued at the fair market
      value on the date of grant. These options vest fully in three years and have
      a
      five year life. As of December 31, 2006, 666,667 options were vested.





On
      May 2,
      2006, John Caruso was appointed Chief Financial Officer of the Company pursuant
      to the terms of a three year employment agreement. Mr. Caruso will receive
      a
      base salary of $132,000 per year with a minimum of 5% increase each year. Mr.
      Caruso was also granted an option to purchase 900,000 shares of the Company’s
      common stock at a purchase price of $0.38 per share. These options were valued
      at the fair market value on the date of grant. These options vest over a
      three-year period and have a five-year life. As of December 31, 2006, 180,000
      options were vested.





NOTE
      18 -
      SUBSEQUENT EVENTS




In
      February 2007, the Company sold an aggregate of 400,763 shares of its Series
      A
      Preferred Stock and warrants to purchase an aggregate of 1,001,908 shares of
      the
      Company’s common stock, $0.0001 par value, at an exercise price of $.26 per
      share, receiving proceeds totaling $1,050,000. Each share of Series A Preferred
      Stock has a stated value equal to $2.62 and will accumulate dividends at a
      rate
      of 7% on the Stated Value for each share when, as and if declared by the Board
      of Directors of the Company. Holders of the Series A Preferred Stock have the
      right, at any time and from time to time, to convert some or all such shares
      into fully paid and non-assessable shares of Common Stock of the Company at
      the
      rate of 10 shares of Common Stock for every one share of Series A Preferred
      Stock.





In
      February 2007, the Company raised an additional $10,000 from 10% short term
      promissory notes. As of April 5, 2007, a total of $210,000 of the 10% short
      term
      promissory notes have been repaid or converted into preferred
      stock.




On
      February 20, 2007, SearchHelp was served with a complaint that was filed in
      the
      Superior Court of California in San Diego County on February 8, 2007 (see Note
      17 to the Notes to the Consolidated Financial Statements).





F-23


Subsequent
      to the balance sheet date, Joseph Carrizzo resigned as the Company’s President
      and a director. The Company attempted to negotiate the terms of a separation
      agreement with Mr. Carrizzo. On March 20, 2007, the Company received a letter
      from Mr. Carrizzo in which he formally advised the Company that he was
      terminating his employment as a result of the Company’s alleged material breach
      of his employment agreement. The Company contends that Mr. Carrizzo voluntarily
      terminated his employment with the Company.





Although
      no legal proceeding has been commenced, on March 20, 2007 and on March 29,
      2007,
      the Company received correspondence from counsel to Mr. Carrizzo alleging that
      Mr. Carrizzo was entitled to severance payments and threatening litigation
      if
      such payments were not received. Counsel for Mr. Carrizzo alleged that the
      Company was in material breach of the employment agreement because of its
      failure or inability to pay compensation and benefits when due to Mr. Carrizzo,
      its constructive termination of Mr. Carrizzo’s employment by changing the nature
      of his duties, its termination of Mr. Carrizzo’s employment without good cause
      and other failures or refusals to comply with a material term of the employment
      agreement.





The
      Company contends that Mr. Carrizzo voluntarily terminated his employment with
      the Company and is therefore not entitled to any compensation other than accrued
      and unpaid compensation and benefits through the date of resignation. The
      Company’s management believes that the Company has substantial defenses to any
      action that Mr. Carrizzo may commence. . While the Company will continue to
      negotiate an amicable separation with Mr. Carrizzo, the Company will vigorously
      defend any litigation which is commenced and evaluate what, if any,
      counterclaims should be asserted against Mr. Carrizzo.








NOTE
      19 -
      QUARTERLY FINANCIAL INFORMATION (UNAUDITED)





The
      Company's quarterly financial data for the years ended December 31, 2006 and
      2006 follow below.


1st
                  Quarter
              
              2nd
                  Quarter
              
              3rd
                  Quarter
              
              4th
                  QuarterDecember
                  31, 2006:Net
                  loss
              
              
              ($1,010,960
              )
              
              ($923,311
              )
              
              ($972,464
              )
              
              ($1,044,371
              )Loss
                  per share
              
              
              ($.03
              )
              
              ($.02
              )
              
              ($.03
              )
              
              ($0.03
              )Shares
                  used in computation
              
              
              37,174,273
              
              
              37,684,257
              
              
              37,729,150
              
              
              37,939,780December
                  31, 2005:Net
                  loss
              
              
              ($292,517
              )
              
              ($648,230
              )
              
              ($978,785
              )
              
              ($1,860,793
              )Loss
                  per share
              
              
              ($.01
              )
              
              ($.02
              )
              
              ($.03
              )
              
              ($0.06
              )Shares
                  used in computation
              
              
              26,801,275
              
              
              29,255,420
              
              
              30,714,484
              
              
              31,957,036





F-24


**Item
      8. Changes In and Disagreements With Accountants on Accounting and Financial
      Disclosure.**




None




**Item
      8A. Controls and Procedures**




**Internal
      Controls**




(a)  Evaluation
      of Disclosure Controls and Procedures. The Company maintains controls and
      procedures designed to ensure that information required to be disclosed in
      the
      reports that it files or submits under the Securities Exchange Act of 1934,
      as
      amended, is recorded, processed, summarized and reported within the time periods
      specified in the rules and forms of the Securities and Exchange Commission.
      The
      Chief Executive Officer and Chief Financial Officer have evaluated the
      effectiveness of the Company’s disclosure controls and procedures (as defined in
      Exchange Act Rule 13a-15(e)) as of December 31, 2006 and have concluded that,
      as
      of such date, our disclosure controls and procedures were effective to provide
      reasonable assurance that information required to be disclosed by us in the
      reports that we file or submit under the Exchange Act is recorded, processed,
      summarized and reported with the time periods specified in the Commission's
      rules and forms.




(b)  Changes
      in Internal Controls. There were no significant changes in our internal controls
      over financial reporting that occurred during the year ended December 31, 2006,
      that have materially affected, or are reasonably like to materially affect,
      our
      internal controls over financial reporting.




The
      Company's management, including the Chief Executive Officer and the Chief
      Financial Officer, does not expect that the Company's disclosure controls or
      the
      Company's internal controls will prevent all errors and all fraud. A control
      system, no matter how well conceived and operated, can provide only reasonable,
      not absolute, assurance that the objectives of the control system are met.
      Further, the design of a control system must reflect the fact that there are
      constraints, and the benefits of controls must be considered relative to their
      costs. Because of the inherent limitations in all control systems, no evaluation
      of controls can provide absolute assurance that all control issues and instances
      of fraud, if any, have been detected. Because of the inherent limitations in
      a
      cost effective control system, misstatements due to error or fraud may occur
      and
      may not be detected. We will conduct periodic evaluations of our internal
      controls to enhance, where necessary, our procedures and controls.




**Item
      8B. Other Information.**




Not
      Applicable.




**PART
      III**




**Item
      9. - Directors, Executive Officers, Promoters, Control Persons and Corporate
      Governance; Compliance With Section 16(a) of the Exchange
      Act.**




The
      Company has a three-member board of directors The identity of each of the our
      directors and executive officers and their principal occupations for the past
      five years are as follows.


YearName
              
              Age
              
              Position
              
              Began
                  ServiceWilliam
                  Bozsnyak
              
              46
              
              Chairman
                  of the Board of Directors, Chief
              
              2001Executive
                  Officer and TreasurerJohn
                  Caruso
              
              47
              
              Chief
                  Financial Officer, Senior Vice President
              
              2006and
                  SecretaryBrian
                  P. O'Connor
              
              61
              
              Director,
                  Chief Operating Officer and Executive
              
              2005Vice
                  President and Chief Marketing OfficerDavid
                  M. Barnes
              
              64
              
              Director
              
              2005




William
      Bozsnyak, 46, is the founder, chief executive officer and chairman of the board
      of SearchHelp. After a successful career in the financial services industry,
      Mr.
      Bozsnyak created a local Internet portal in 1998 which focused on meeting the
      advertising needs of small businesses that were not being met on a national
      level. In addition to his current duties, Mr. Bozsnyak has served SearchHelp
      in
      several capacities since its inception in January 2001 including treasurer,
      chief financial officer and vice president. Prior to forming SearchHelp, Mr.
      Bozsnyak began his career with J.P. Morgan Securities Inc. in 1982 and rose
      to
      become a vice president in its Institutional Fixed Income Sales Department.
      In
      1993, he left Morgan to join UBS Securities Inc. as vice president of its Global
      Fixed Income Department. In this role, he was responsible for the sale of U.S.
      fixed income securities to major institutional U.S. firms. Mr. Bozsnyak
      graduated in 1982 from the New York Institute of Technology with a Bachelor’s in
      Business Administration and a minor in Finance.




20


John
      Caruso, 47, is the Chief Financial Officer of SearchHelp and has over 25 years
      of accounting and management-level experience. From November 2004 through April
      2006, Mr. Caruso served as Vice President and Controller of First Sterling
      Financial, Inc., a real estate syndicator of affordable housing across the
      U.S.
      and Puerto Rico. From April 2002 through June 2004, he served as Vice President
      of Finance and Administration and CFO for AccountantsWorld, LLC., a developer
      of
      software and provider of Internet services for the accounting profession where
      he engineered a multi-million dollar sale of a software product line. From
      September 1999 through October 2001, Mr. Caruso was Senior Vice President of
      Finance and Operations for CityReach International Ltd., a London-based owner
      and operator of data centers throughout Europe. In this capacity, Mr. Caruso
      was
      a key factor in raising over $300 million in capital and he was directly
      responsible for the daily operation of approximately one million square feet
      of
      technical space in eight countries with over 300 employees. Earlier in his
      career, Mr. Caruso worked as a certified public accountant with national and
      regional accounting firms. He graduated from Brooklyn College in 1980 with
      a
      Bachelor's degree in Accounting.




Brian
      O’Connor, 61, is the Chief Operating Officer, Executive Vice President of
      Marketing, and a Director of SearchHelp, and remains the President of ETP.
      Mr.
      O’Connor was formerly the vice president for North American and Asia Pacific
      Sales for Polaroid Corporation from 1989 to 1998. In this capacity, he was
      responsible for sales and marketing of Polaroid’s U.S. business, generating over
      $1.1 billion in sales with over 900 employees. While at Polaroid, he also
      established an international consumer sales group in Asia, Japan, South America,
      Africa and the Middle East for Polaroid component products. Mr. O'Connor
      currently serves on the board of directors of the Dana Farber Cancer Institute
      and the Jimmy Fund Advisory Council. Formerly, he served on the board of
      directors of the Carroll School for Dyslexic Children and The New England Sports
      Museum.




David
      M.
      Barnes, 64, is a director of SearchHelp, and serves as chairman and financial
      expert of the Company's audit committee and compensation committee. He has
      more
      than 40 years of experience in finance and public company accounting. Mr. Barnes
      served as a director and the Chief Financial Officer of American United Global,
      Inc., now known as Solar Thin Films, Inc. ("SLTN"), from May 1996 through July
      2006 when the company was acquired. He is also Chief Financial Officer of Cyber
      Defense Systems, Inc. (CYDF), a designer and builder of manned and unmanned
      airships and of Neah Power Systems, Inc. (NPWS), which is developing and
      building fuel cells a director and an audit committee and compensation committee
      member of Thinkpath Inc. (“THPHF”), an engineering firm and is a director and
      chairman of the audit and compensation committees of MDWerks, Inc. (“MDWK”), a
      comprehensive medical billing, financing and consulting firm.




Each
      director holds office until the next annual stockholders meeting or until a
      successor is duly elected or appointed. Officers are appointed to their
      positions, and continue in such positions, at the discretion of the
      directors.




**Audit
      Committee**




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




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




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


21




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




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




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




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




**Audit
      Committee Financial Expert**




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




**Code
      of Ethics**




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




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




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




**Indebtedness
      of Executive Officers and Directors**




No
      executive officer, director or any member of these individuals’ immediate
      families or any corporation or organization with whom any of these individuals
      is an affiliate is or has been indebted to us since the beginning of our last
      fiscal year.




**Family
      Relationships**




There
      are
      no family relationships among our executive officers and directors.




**Legal
      Proceedings**




During
      the past five years, no officer or director of the Company has: (i) been
      convicted in or is currently subject to a pending a criminal proceeding; (ii)
      been a party to a civil proceeding of a judicial or administrative body of
      competent jurisdiction and as a result of such proceeding was or is subject
      to a
      judgment, decree or final order enjoining future violations of, or prohibiting
      or mandating activities subject to any Federal or state securities or banking
      laws including, without limitation, in any way limiting involvement in any
      business activity, or finding any violation with respect to such law, nor (iii)
      has any bankruptcy petition been filed by or against the business of which
      such
      person was an executive officer or a general partner, whether at the time of
      the
      bankruptcy or for the two years prior thereto.




22




**Section
      16(a) Beneficial Ownership Reporting Compliance**




Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires all of
      SearchHelp's officers and directors, and persons who own more than ten percent
      of a registered class of SearchHelp's equity securities, to file reports of
      ownership and changes in ownership of equity securities of SearchHelp with
      the
      SEC and any applicable stock exchange. Officers, directors and greater than
      ten
      percent stockholders are required by SEC regulation to furnish SearchHelp with
      copies of all Section 16(a) forms that they file. Based solely upon a review
      of
      Forms 3, 4, and 5 furnished to SearchHelp during 2006 and 2005, SearchHelp
      believes that none of its officers, directors and greater than 10% beneficial
      owners failed to file such Forms on a timely basis during the most recent fiscal
      year or prior fiscal year except the following: William J. Bozsnyak, the
      Company's Chairman and Chief Executive Officer, filed a late report on Form
      4 on
      March 29, 2007 with the SEC, for the cancellation of an option granted to him
      on
      May 1, 2005 with an exercise price of $0.20 per share of Common Stock, in
      exchange for a new option granted to him on December 6, 2006 having a higher
      exercise price of $0.45 in order to comply with Rule 409A of the Internal
      Revenue Code, Joseph P. Carrizzo, the Company's former President, as of this
      date has not filed a report on Form 4 with the SEC, for the cancellation of
      an
      option granted to him on April 26, 2005 with an exercise price of $0.20 per
      share of Common Stock, in exchange for a new option granted to him on December
      6, 2006 having a higher exercise price of $0.30 in order to comply with Rule
      409A of the Internal Revenue Code and Brian O'Connor, the Company's Chief
      Operating Officer filed a late report on Form 4 on March 29, 2007 with the
      SEC,
      for the cancellation of an option granted to him on June 8, 2005 with an
      exercise price of $0.20 per share of Common Stock, in exchange for a new option
      granted to him on December 6, 2006 having a higher exercise price of $0.49
      in
      order to comply with Rule 409A of the Internal Revenue Code.




**Item
      10 - Executive Compensation**





Each
      of
      our named executive officers has entered into a three year employment agreement
      with SearchHelp. **** Pursuant
      to his respective employment agreement, each executive officer receives an
      annual base salary, an automobile allowance, a non-ISO option grant, paid health
      insurance and three to five weeks of vacation annually. The employment
      agreements require the named executive officers to maintain the confidentiality
      of SearchHelp information and subject them to non-competition and
      non-solicitation restrictions during their employment.





The
      following table shows the compensation earned by each of the named executive
      officers for the years ended December 31, 2006 and 2005.





**SUMMARY
                COMPENSATION TABLE****Name
                and Principal**
              **Position**
            
            **Year**
            
            **Salary
                (1)**
              **($)**
            
            **Bonuses**
              **($)**
            
            **Option
                Grants**
              **($)**
            
            **All
                Other**
              **Compensation
                (2)**
              **($)**
            
            **Total**
              **($)**(a)
            
            (b)
            
            (c)
            
            (d)
            
            (e)
            
            (f)
            
            (g)William
                J. Bozsnyak,*Chairman
                and Chief Executive Officer*(10)
            
            
            2006
              2005
            
            $
              $
            128,000
              80,769
            
            
            -
            
            
            -
              410,000
            (3)
            
            12,000
              8,000
            
            $
              $
            140,000
              498,769John
                Caruso,*Chief
                Financial Officer*(4)
            
            
            2006
            
            $
            88,339
            
            
            -
            
            
            252,000
            (5)
            
            6,400
            
            $
            404,339Joseph
                P. Carrizzo,*President*(6)
            
            
            2006
              2005
            
            $
              $
            128,000
              82,615
            
            
            50,000
            (7)
            
            -
              855,000
            (8)
            
            12,000
              8,000
            
            $
              $
            190,000
              945,615Brian
                P. O’Connor,*Chief
                Operating Officer*
            
            
            2006
              2005
            
            $
              $
            128,000
              67,333
            
            
            -
            
            
            -
              430,000
            (9)
            
            12,000
              6,000
            
            $
              $
            140,000
              503,333




(1)
            Salary
                represents base salary earned in 2006 and 2005.


(2)
            The
                named executive officers’ other compensation included the following:




-
      Mr.
      Bozsnyak ($12,000-vehicle allowance);




-
      Mr.
      Caruso ($9,600-vehicle allowance);




-
      Mr.
      Carrizzo ($12,000-vehicle allowance); and




-
      Mr.
      O’Connor (($12,000-vehicle allowance).




(3)
            Represents
                the amount recognized by SearchHelp for financial statement reporting
                purposes in accordance with FAS 123R for 1,000,000 options granted
                to Mr.
                Bozsnyak on May 1, 2005, pursuant to his employment agreement.




23




(4)
            Mr.
                Caruso commenced employment with SearchHelp as our Chief Financial
                Officer
                on May 2, 2006. His compensation amounts reflect his compensation
                for the
                period during which he served in this position.


(5)
            Represents
                the amount recognized by SearchHelp for financial statement reporting
                purposes in accordance with FAS 123R for 900,000 options granted
                to Mr.
                Caruso on May 2, 2006, pursuant to his employment
                agreement.


(6)
            Subsequent
                to the balance sheet date, Mr. Carrizzo resigned as President and
                a
                Director.


(7)
            During
                2006 Mr. Carrizzo earned a$50,000
                bonus in connection with certain liquidity milestones being met.


(8)
            Represents
                the amount recognized by SearchHelp for financial statement reporting
                purposes in accordance with FAS 123R for 3,000,000 options granted
                to Mr.
                Carrizzo on April 26, 2005, pursuant to his employment agreement
                and
                500,000 options granted on April 21,
                2005.


(9)
            Represents
                the amount recognized by SearchHelp for financial statement reporting
                purposes in accordance with FAS 123R for 900,000 options granted
                to Mr.O’Connoron
                June 8, 2005, pursuant to his employment
                agreement.


(10)
            On
                January 29, 2007, we amended the terms of Mr. Bozsnyak's employment
                agreement. Under the terms of the amendment, (i) the term of the
                employment agreement was extended until December 31, 2009, (ii) beginning
                on January 1, 2007, Mr. Bozsnyak's base salary was increased to $250,000
                per annum, of which $150,000 is payable in cash and, until such time
                as we
                have cash flow in excess of $1 million for two consecutive quarters,
                $100,000 shall be paid quarterly in options to purchase our common
                stock
                (iii) in the event we acquire another company, Mr. Bozsnyak will
                receive a
                number of options to purchase our shares, as the Board shall determine
                to
                be sufficient to compensate Mr. Bozsnyak for his efforts in connection
                with such transaction, at the then current market value and (iv)
                continued
                compensation under the terms of Mr. Bozsnyak for a period of five
                years
                after a change of control.





The
      following table shows outstanding option awards held by each of the named
      executive officers as of December 31, 2006.





**OUTSTANDING
                OPTION AWARDS****Name**
            
            **Total
                Outstanding Option Award**
              **(#)**
            
            **Number
                of Securities Underlying Exercisable but Unexercised
                Options**
              **(#)**
            
            **Number
                of Securities Underlying Unexercised Unearned
                Options**
              **(#)**
            
            **Option
                Exercise Price**
              **($)**
            
            **Option
                Expiration Date**(a)
            
            
            
            
            
            (b)
            
            (c)
            
            (d)William
                J. Bozsnyak,*Chairman
                and Chief Executive Officer*
            
            
            1,000,000
              140,000
              60,000
            (2)
            
            666,667
              70,000
              45,000
            
            
            333,333
              70,000
              15,000
            
            $
              $
              $
            0.45
              0.27
              0.77
            
            
            4/30/2010
              4/20/2010
              5/20/2009John
                Caruso,*Chief
                Financial Officer*
            
            
            900,000
            (3)
            
            180,000
            
            
            720,000
            
            $
            0.38
            
            
            5/2/2011Joseph
                P. Carrizzo,*President*(6)
            
            
            3,000,000
              500,000
              10,000
              10,000
              750,000
            (4)
            
            2,000,000
              500,000
              7,500
              7,500
              750,000
            
            
            1,000,000
              -
              2,500
              2,500
              -
            
            $
              $
              $
              $
              $
            0.30
              0.27
              0.70
              0.70
              0.25
            
            
            4/25/2010
              4/20/2010
              5/20/2009
              5/20/2009
              3/11/2009Brian
                P. O’Connor,*Chief
                Operating Officer*
            
            
            1,000,000
            
            
            666,667
            
            
            333,333
            
            $
            0.49
            
            
            6/7/2010




(1)
            No
                options were exercised in 2006 by any named executive
                officers.


(2)
            Option
                granted May 1, 2005 pursuant to Mr. Bozsnyak’s employment agreement that
                vests based on continued employment through May 1, 2007, subject
                to
                earlier vesting upon certain circumstances.


(3)
            Award
                granted April 24, 2006 pursuant to Mr. Caruso’s employment agreement that
                vests based on continued employment through May 2, 2009, subject
                to
                earlier vesting upon certain circumstances.


(4)
            Award
                granted April 26, 2005 pursuant to Mr. Carrizzo’s employment agreement
                that vests based on continued employment through April 26, 2007,
                subject
                to earlier vesting upon certain circumstances.


(5)
            Award
                granted June 8, 2005 pursuant to Mr.O’Connor’s
                employment agreement that vests based on continued employment through
                June
                8, 2007, subject to earlier vesting upon certain circumstances.


(6)
            Subsequent
                to the balance sheet date, Mr. Carrizzo resigned as President and
                a
                Director.




24




**2004
      Stock Plan**




The
      Company’s 2004 Stock Plan (the “Plan”), which is shareholder approved, permits
      the grant of share options and shares to its employees for up to 1,500,000
      shares of Common Stock as stock compensation. All stock options under the 2004
      Stock Plan are granted at the fair market value of the Common Stock at the
      grant
      date. Employee stock options vest ratably over a three-year period and generally
      expire 5 years from the grant date. Additionally, the Company grants options
      and
      shares to its employees outside the Plan under the same general
      terms.




**Director
      Compensation**





Directors
      who are employees of the Company do not receive any fees for their service
      on
      the Board. We use a combination of cash and equity-based incentive compensation
      to attract and retain qualified candidates to serve on our Board. Our
      non-employee directors receive annual equity compensation in the form of
      restricted shares of the Company's common stock or options to purchase shares
      of
      the Company's common stock.





**DIRECTOR
                COMPENSATION TABLE****Name**
            
            
            
            **Fees
                Earned or Paid in Cash**
              **($)**
            
            **Stock
                and Option Awards**
              **($)**
            
            **Total**
              **($)**David
                Barnes
            
            
            2006
              2005
            
            $
              $
            26,025
              13,275
            
            $
              $
            40,000
              50,000
            (2)
              (3)
            $
              $
            66,025
              63,275




(1)
            No
                options were exercised in 2006 by any
                directors.


(2)
            Represents
                the amount recognized by SearchHelp for financial statement reporting
                purposes in accordance with FAS 123R for 200,000 options granted
                to Mr.
                Barnes on December 29, 2006.


(3)
            Represents
                the amount recognized by SearchHelp for financial statement reporting
                purposes for 200,000 restricted shares awarded to Mr. Barnes on April
                21,
                2005.




**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters**





The
      following table sets forth certain information, as of March 30, 2007, with
      respect to the beneficial ownership of our Common Stock by each: (i) holder
      of
      more than five percent (5%) of the outstanding shares of our Common Stock;
      (ii)
      our executive officers and directors; and (iii) all our executive officers
      and
      directors as a group. The Company's issued and outstanding voting securities
      at
      the close of business on March
      30,
      2007 ,
      consisted of 38,444,934 shares of Common Stock. Unless otherwise indicated,
      the
      address of each of the named persons is care of SearchHelp, Inc., 6800 Jericho
      Turnpike, Suite 208E, Syosset, New York 11791.





Name
                and Address
            
            Shares
              Beneficially
                Owned (1)
            
            Percentage
              Beneficially
                OwnedWilliam
                Bozsnyak (2)
            
            
            6,170,105
            
            
            15.73
            %Debbie
                Seaman (3)
            
            
            2,698,505
            
            
            7.02
            %Joseph
                Carrizzo (4)
            
            
            3,515,000
            
            
            8.43
            %Brian
                P O’Connor (5)
            
            
            2,566,667
            
            
            6.56
            %David
                M. Barnes
            
            
            250,000
            
            
            *John
                Caruso
            
            
            180,000
            
            
            *All
                directors and executive officers
              as
                a group (4 persons)
            
            
            9,166,772
            
            
            22.85
            %





*
      less
      than one percent





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




25




(2)
            Consists
                of****5,388,438
                shares of common stock and options to acquire 781,667 shares of common
                stock.




(3)
            Consists
                of 2,698,505 shares of common stock




(4)
            Consists
                of****250,000
                shares of common stock and options to acquire 3,265,000 shares of
                common
                stock.




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




**Item
      12. Certain Relationships and Related Transactions**




Due
      to
      stockholders




At
      December 31, 2006 and December 31, 2005, the Company was indebted to its CEO,
      William Bozsnyak, in the amounts of $617,500 and $754,500, respectively, for
      working capital advances made to the Company. For the year ended December 31,
      2006 and 2005, interest expense was charged in the amounts of $62,280 and
      $37,511 respectively. On March 10, 2006, Mr. Bozsnyak converted $180,000 of
      loans into 600,000 restricted shares of the Company’s common stock. The interest
      rate used in this calculation is the same interest rate paid to the Company’s
      short term lender under the revolving line of credit described in Note 7. At
      December 31, 2006, $107,792 in accrued interest was due to Mr.
      Bozsnyak.




At
      December 31, 2005, $87,639 was owed for unpaid salaries to Mr. Bozsnyak and
      Debbie Seaman, the Company’s former President. On December 31, 2006, Mr.
      Bozsnyak and Ms. Seaman waived any and all claims.




The
      Company also owed Mr. Bozsnyak $6,917 and $39,481 as of December 31, 2006 and
      December 31, 2005, respectively, for travel expenses and online advertising
      incurred on behalf of the Company. Additionally, at December 31, 2006, Brian
      O’Connor, a shareholder and director, is owed $1,367 for travel expenses
      incurred on behalf of the Company. The Company owed Joseph Carrizzo, a
      shareholder and former President and director of the Company $1,128 for
      unreimbursed expenses at December 31, 2005. The Company’s former securities
      counsel, a shareholder, is owed $ 13,976 at December 31, 2005 for unpaid legal
      services.




At
      December 31, 2006, $88,615 was owed for unpaid salaries to Mr. Bozsnyak, Mr.
      Carrizzo and Mr. O’Connor. An additional $50,000 is owed to Mr. Carrizzo and
      reflects bonuses earned in connection with certain liquidity milestones being
      met.




At December
      31, 2006 and December 31, 2005, the Company owed $3,500 and $2,775,
      respectively, to the chairman of the audit and compensation committees, who
      is a
      shareholder .




Due
      to
      affiliates




The
      President of ETP has a minority interest in three affiliated companies. Based
      upon cash flow needs, there are loans made to and/or from one of these
      affiliates as well as from the President of ETP directly. As of December 31,
      2006 and December 31, 2005, the Company owed one of these affiliates $59,657
      and
      $61,257, respectively.




Due
      from affiliate




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




**Item
      13. Exhibits**


Exhibit
                  No.
              
              Description
                  of Exhibit3(i)(a)
              
              Certificate
                  of Incorporation of the Company*3(i)(b)
              
              Certificate
                  of Amendment effective April 26, 2005 (Incorporated herein by reference
                  to
                  Form 8-K filed May 2, 2005)3(ii)
              
              By-laws
                  of the Company*3(iii)
              
              Form
                  of Certificate Designations, Voting Powers, Preferences, Limitations,
                  Restrictions, and Relative Rights of Series A 7% Convertible Preferred
                  Stock, $0.0001 par value. (Incorporated herein by reference to
                  Form 8-K
                  filed February 13, 2007)4.1
              
              Specimen
                  Common Stock Certificate of the Company*4.2
              
              Specimen
                  Class A Warrant Certificate of the Company*4.3
              
              Specimen
                  Class B Warrant Certificate of the Company*10.3
              
              Warrant
                  Agreement, dated January 22, 2003, between the Company and American
                  Stock
                  Transfer and Trust Company*10.4
              
              Placement
                  Agent Registration Rights Agreement, dated January 22, 2003, between
                  the
                  Company
                  and Robert M. Cohen & Co,
                  Inc.*
  26
  10.5
              
              Form
                  of Placement Agent Warrant*10.6
              
              Company
                  2004 Stock Plan, dated January 1, 2004. **10.7
              
              Participation
                  Agreement, dated February 3, 2004, between the Company and Environmental
                  Commercial Technology Corp. **10.8
              
              Letter
                  Agreement, dated February 3, 2004, between the Company and BioNeutral
                  Laboratories Corporation USA. **10.9
              
              Letter
                  Agreement, dated February 3, 2004, between the Company and BioNeutral
                  Laboratories Corporation (Worldwide) Limited. **10.10
              
              Settlement
                  Agreement, dated October 20, 2005, between SearchHelp, Inc. and
                  BioNeutral
                  Laboratories Corporation USA. (filed herewith)10.11
              
              Registration
                  Rights Agreement, dated November 7, 2003, by and between the Company
                  and
                  S.G. Martin Securities LLC.**10.12
              
              Software
                  Purchase and Service Agreement, dated as of August 15, 2003, by
                  and
                  between the Company and Edocusign, Inc. **10.13
              
              Employment
                  Agreement, dated April 26, 2005, between the Company and Joseph
                  Carrizzo
                  (Incorporated herein by reference to Form 8-K filed April 28,
                  2005)10.14
              
              Securities
                  Purchase Agreement by and among the Shareholders of E-Top-Pics,
                  Inc. and
                  the Company dated as of April 26, 2005. (Incorporated herein by
                  reference
                  to Form 8-K filed June 14, 2005)10.15
              
              Employment
                  Agreement, dated May 1, 2005, between the Company and William Bozsnyak
                  (Incorporated herein by reference to Form 8-K filed May 3,
                  2005)10.16
              
              Employment
                  Agreement, dated May 1, 2005, between the Company and Brian O'Connor
                  (Incorporated herein by reference to Form 8-K filed June 14,
                  2005)10.17
              
              Accounts
                  Receivable Purchase Agreement, dated September 15, 2005, between
                  E-Top-Pics, Inc. and Commercial Capital Lending, LLC (Incorporated
                  herein
                  by reference to Form 8-K filed September 21, 2005)10.18
              
              Secured
                  Guaranty, dated September 15, 2005, between SearchHelp, Inc. and
                  Commercial Capital Lending, LLC (Incorporated herein by reference
                  to Form
                  8-K filed September 21, 2005)10.19
              
              Supply
                  Agreement, dated September 27, 2005, between E-Top-Pics, Inc. and
                  Fuji
                  Photo Film U.S.A., Inc. (Incorporated herein by reference to Form
                  8-K
                  filed October 3, 2005)10.20
              
              Exchange
                  Agreement dated as of November 2, 2005, among SearchHelp, Inc.,
                  AmberAlertAgent, Inc. ("AAA") and the stockholders of AAA (incorporated
                  herein by reference to 8-K filed November 10, 2005)10.21
              
              Consulting
                  Agreement, dated November 2.2005, among SearchHelp, Inc., AmberAlertAgent
                  Development Company, LLC, and certain principals of AmberAlertAgent
                  Development Company, LLC. ***10.22
              
              Employment
                  agreement, dated April 24, 2006 between the Company and John Caruso
                  (Incorporated herein by reference to Form 8-K filed May 8,
                  2006)10.23
              
              Lease
                  Agreement, dated June 1, 2006, between the Company and RA 6800
                  Jericho
                  Turnpike LLC (Incorporated herein by reference to Form 8-K filed
                  June 12,
                  2006)10.24
              
              Settlement
                  Agreement, dated July 14, 2006 between the Company and BioNeutral
                  Laboratories Corporation USA (Incorporated herein by reference
                  to Form 8-K
                  filed July 20, 2006)10.25
              
              Amendment
                  to Employment Agreement, dated January 29, 2007, between the Company
                  and
                  William Bozsnyak (filed herewith)10.26
              
              Series
                  A Preferred Stock Purchase Agreement dated February 7, 2007 by
                  and between
                  the Registrant and Edward Kaplan. (Incorporated herein by reference
                  to
                  Form 8-K filed February 13, 2007)10.27
              
              Series
                  A Preferred Stock Purchase Agreement dated February 8, 2007 by
                  and between
                  the Registrant and The LAM Opportunity Fund, LTD. (Incorporated
                  herein by
                  reference to Form 8-K filed February 13, 2007)10.28
              
              Series
                  A Preferred Stock Purchase Agreement dated February 8, 2007 by
                  and between
                  the Registrant and Lewis Opportunity Fund, LP. (Incorporated herein
                  by
                  reference to Form 8-K filed February 13, 2007)10.29
              
              Series
                  A Preferred Stock Purchase Agreement dated February 20, 2007 by
                  and
                  between the Registrant and The LAM Opportunity Fund, LTD. (incorporated
                  herein by reference to Form 8-K filed February 26,
                  2007)10.30
              
              Series
                  A Preferred Stock Purchase Agreement dated February 20, 2007 by
                  and
                  between the Registrant and Lewis Opportunity Fund, LP. (Incorporated
                  herein by reference to Form 8-K filed February 26,
                  2007)14
              
              Code
                  of Ethics of the Company.**21
              
              List
                  of Subsidiaries***31.1
              
              Certification
                  of Chief Executive Officer pursuant to Section 302 of The Sarbanes-Oxley
                  Act of 2002 (filed herewith)31.2
              
              Certification
                  of Chief Financial Officer pursuant to Section 302 of The Sarbanes-Oxley
                  Act of 2002(filed herewith)32.1
              
              Certification
                  of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
                  as adopted
                  pursuant to Section 906 of The Sarbanes-Oxley Act of 2002(filed
                  herewith)32.2
              
              Certification
                  of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
                  as adopted
                  pursuant to Section 906 of Sarbanes-Oxley Act (filed
                  herewith)
  27
 
  *
                  Incorporated
                      herein by reference to the Company’s Form SB-2 filed with the Securities
                      and Exchange Commission (File No. 33-97687).
  **
                  Incorporated
                      herein by reference to the Company's Form 10-KSB filed with
                      the Securities
                      and Exchange Commission on March 16, 2004.
  ***
                  Incorporated
                      herein by reference to the Company's Form 10-KSB filed with
                      the Securities
                      and Exchange Commission on April 17, 2006


**Item
      14. Principal Accountant Fees and Services**


Audit
                  Fees:
              Year
                  ended December 31, 2006 - $50,000Year
                  ended December 31, 2005 - $88,610Audit-Related
                  Fees:
              Year
                  ended December 31, 2006 - $30,000Year
                  ended December 31, 2005 - $35,000Tax
                  Fees:
              Year
                  ended December 31, 2006 - NONEYear
                  ended December 31, 2005 - NONEAll
                  Other Fees:
              Year
                  ended December 31, 2006 - $7,100Year
                  ended December 31, 2005 - $ 16,623
  28


**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**SearchHelp,
      Inc.**


(Registrant)


By: 
        /s/ William Bozsnyak
 
 William
        Bozsnyak, Chief Executive Officer
  Date:
        April 10, 2007
  By: 
        /s/ John Caruso
 
 John
        Caruso, Chief Financial Officer
  Date:
        April 10, 2007




In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.


Name
              
              Title
              
              Date/s/
                  William BozsnyakWilliam
                  Bozsnyak
              
              Chairman
                  and Chief Executive Officer
              
              April
                  10, 2007/s/
                  David M.BarnesDavid
                  M.Barnes
              
              Director
              
              April
                  10, 2007/s/
                  Brian O'ConnorBrian
                  O'Connor
              
              Director
                  and Chief Operating Officer
              
              April
                  10, 2007
  29